Terms and Conditions

1

DEFINITIONS AND INTERPRETATION

1.1

In this Agreement, the following expressions will, unless otherwise stated or inconsistent with the context in which they appear, bear the following meanings and other words derived from the same origins as such words (that is, cognate words) will bear corresponding meanings:

1.1.1

“aCoin” means Endor Technology (Pty) Ltd t/a aCoin (registration number: 2020/561772/07), a private company duly incorporated in accordance with the Companies Act;

1.1.2

“Agreement” means this agreement, including all/any Annexures as amended from time to time;

1.1.3

“Business Day” means any day other than a Saturday, Sunday or gazetted national public holiday in the Republic of South Africa;

1.1.4

“Companies Act” means the Companies Act, No. 71 of 2008, as amended;

1.1.5

“Complimentary Voucher” means a Voucher which has been offered, free of charge, by aCoin to the Consumer;

1.1.6

“Consumer” means the consumer/s of the Merchant, who constitutes a consumer as defined in the CPA, who wishes to pay for goods supplied and/or services rendered by the Merchant utilising a Voucher;

1.1.7

“CPA” means Consumer Protection Act, No. 68 of 2008;

1.1.8

“Merchant” means a third party seller of goods or services to be provided to the Consumer, which third party will be pre-approved by aCoin to enter into and conclude Transactions using Vouchers;

1.1.9

“Parties” means the parties to this Agreement, being aCoin and the User, and “Party” will mean either one of them as the context may indicate;

1.1.10

“Redeemed Voucher” means any Voucher which has been redeemed in full as part of any Transaction to acquire goods or services offered by a Merchant and which Voucher is no longer capable of being redeemed;

1.1.11

“SCode” means a code offered by a platform which allows Consumers to buy a Voucher from participating retailers;

1.1.12

“Signature Date” means, once all the Parties have signed/accepted the Agreement, the date on which it was signed/accepted by the last Party to do so;

1.1.13

“Transaction” means the presentation of a Voucher by the Consumer to the Merchant as a method of payment for the goods and/or services offered by the Merchant, which is authenticated by aCoin;

1.1.14

“User” means a Consumer and/or a Merchant who uses the Website;

1.1.15

“VAT” means value-added tax, as levied in terms of the Value-Added Tax Act, No. 89 of 1991, as amended;

1.1.16

“Vendor” means either:

1.1.16.1

a trader/vendor operating under aCoin’s brand, which trader/vendor has concluded an agreement with aCoin, in terms of which the trader/vendor has agreed to accept payments from the Consumer for the sale of the Voucher/s; or

1.1.16.2

a legal entity (not operating under aCoin’s brand, whether an affiliate of aCoin or not), that has a system integration relationship with aCoin as a vendor in terms of which the legal entity has agreed to accept payments from the Consumer for the sale of the Voucher/s;

1.1.17

“Voucher” means an electronic voucher bought by the Consumer for a pre-agreed monetary value, which enables the Consumer to buy selected goods and/or services from the Merchant without exchanging cash, each voucher having a Voucher Number;

1.1.18

“Voucher Number” means a number generated by a unique algorithm, which is conveyed electronically or printed on paper, which when used by the Consumer, allows it to buy to the selected goods and/or services offered by the Merchant; and

1.1.19

“Website” means www.acoin.co.za and associated with it mobile-sites and software applications which are owned and operated by aCoin.

2

INTRODUCTION

2.1

This Agreement applies to aCoin and Users (collectively referred to as the “Parties”) and governs the use of the Website, registration as a User on the Website and the buying of Vouchers.

2.2

The Website only provides a platform which facilitates the buying of the Voucher by the Consumer, which Voucher may be used to buy certain products, goods and/or services offered by a Merchant, and the registration as a User.

2.3

For the avoidance of doubt, the sale of goods and/or services by a Merchant to a Consumer is solely between the Merchant and the Consumer. aCoin is not a party to the sale. aCoin is neither the Consumer nor the seller of the goods and/or services offered by the Merchant to the Consumer unless otherwise specified.

2.4

By registering as User on the Website, accessing and/or using the Website, and/or buying a Voucher, the User agrees to be legally bound by this Agreement. The User must not use the Website if he/she does not agree with the terms and conditions in this Agreement.

2.5

This Agreement contains provisions that appear in bold font which:

2.5.1

may limit the risk or liability of the Website or a third party;

2.5.2

may create risk or liability for the User;

2.5.3

may compel the User to indemnify the Website or a third party; and/or

2.5.4

serves as an acknowledgement, by the User, of a fact.

2.6

If the User does not understand this Agreement, it is his/her responsibility to ask aCoin to explain before acceptance of the Agreement or continuing to use the Website or purchase any Voucher.

2.7

This Agreement is not intended or understood to unlawfully restrict, limit or avoid any right or obligation, as the case may be, created for either of the Parties in terms of mandatory applicable laws and this Agreement is subject to such laws.

2.8

The Parties agree to the terms and conditions set out below.

3

COMMENCEMENT

Subject to the terms of this Agreement specifically referring to the circumstances under which this Agreement may be terminated or suspended with immediate effect, this Agreement will commence on the date the User registers on the Website, buys a Voucher or otherwise accepts the terms and conditions contained herein.

4

USE OF THE WEBSITE AND TERMINATION

4.1

The User may only use the Website if he/she is at least 18 (eighteen) years old or assisted by his/her parent or guardian.

4.2

The User may use the Website to:

4.2.1

register as User;

4.2.2

buy a once-off Voucher; and/or

4.2.3

create an online account to buy Vouchers.

4.3

By registering as a User, the User will be able to view a history of all Vouchers purchased, including all Redeemed Vouchers.

4.4

To register as a User on the Website, the User must provide a unique username and password (“Credentials”) and provide certain information and personal details to aCoin. aCoin will process such information and personal details and other personal information which the User may provide to aCoin (or which aCoin may lawfully collect from third parties) as set out in its Privacy Policy.

4.5

A User can only use the Website upon registration on the Website or when accepting the terms and conditions contained in this Agreement.

4.6

The Credentials must be used to use and access the Website and in order to buy a Voucher.

4.7

The User agrees to notify aCoin immediately upon becoming aware of or reasonably suspecting any unauthorised access to or use of his/her Credentials and to take reasonable and necessary steps to mitigate any resultant loss or harm.

4.8

Any views or statements made or expressed on the Website are not necessarily the views of aCoin, its employees, directors, affiliates and/or agents.

4.9

In addition to the limitation of liability and disclaimers contained in this Agreement, aCoin also makes no warranty or representation, whether express or implied, that the information or files available on the Website are accurate or up-to-date, free of viruses, spyware, malware, trojans, destructive materials or any other data or code which is able to corrupt, destroy, compromise, disrupt, disable, harm, jeopardise or otherwise impede in any manner the operation, stability, security functionality or content of the Consumer’s computer system, computer network, hardware or software in any way. The Consumer accepts all risk associated with the existence of such viruses, destructive materials or any other data or code which is able to corrupt, compromise, jeopardise, disrupt, disable, harm or otherwise impede in any manner the operation or content of a computer system, computer network, any handset or mobile device or the Consumer’s hardware or software, save where such risks arise due to the gross negligence or wilful misconduct of aCoin, its employees, agents or authorised representatives. aCoin thus disclaims all liability for any damage, loss or liability of any nature whatsoever arising out of or in connection with the Consumer’s access to or use of the Website.

5

PAYMENT

5.1

aCoin is committed to providing secure online payment facilities. All Transactions are protected using appropriate encryption technology.

5.2

A Consumer can buy a Voucher on the Website by means of:

5.2.1

traditional electronic funds transfer (“EFT”);

5.2.2

instant EFT;

5.2.3

cash deposit at an automated teller machine;

5.2.4

SCode; and/or

5.2.5

debit or credit card. Where a debit or credit card is used, aCoin may require additional information in order to authorise and/or verify the validity of payment. In such cases, aCoin may not process the Transaction/s and aCoin will be entitled to withhold the Voucher until such time as the additional information is provided and authorisation is obtained by the Website for the amounts. If such authorisation is not received, the Voucher will be cancelled.

5.3

Once the Consumer has selected a payment method, save for direct bank deposit, the Consumer will be directed to a link to a secure site for payment of the Voucher.

5.4

Selected Vendors may have an option for the Consumer to make in-store payments for the Voucher. When purchasing the Voucher in-store, payment will be made by the Consumer to the Vendor by using an in-store point-of-sale device. The Vendor may require additional information in order to authorise and/or verify the validity of payment, including but not limited to, proof of identity document.

6

USE OF VOUCHER

6.1

The Consumer is responsible for ensuring the safety and security of the Voucher Number.

6.2

The Consumer will be entitled to use the Voucher as a means of payment for selected goods and/or services provided by the Merchant.

6.3

The Consumer may at the sole discretion of aCoin be issued with a Complimentary Voucher. In such circumstances, the Voucher will be deemed to have been issued on the date on which the Consumer receives and is able to redeem the Voucher.

6.4

The User agrees that:

6.4.1

the redemption of a Voucher is final, irrevocable and cannot be reversed;

6.4.2

Vouchers are non-refundable; and

6.4.3

unless payment of funds by the Merchant to the Consumer is a function or purpose of the goods and/or services bought and such function or purpose is legally exercised, the Merchant will not make any payment, whether directly or indirectly, for cash or otherwise, to the Consumer or to any third party in respect of the Redeemed Voucher.

7

UNDERTAKINGS AND LISTING CONDITIONS

7.1

The User undertakes that it will not:

7.1.1

breach or circumvent any laws, third party rights, this Agreement or the Website’s policies, including the Privacy Policy;

7.1.2

fail to pay for any Voucher bought on the Website;

7.1.3

use the Voucher to request to buy or buy any goods/services which are illegal, including any goods or items which are prohibited for sale by law, or which could reasonably be construed as being prohibited by law;

7.1.4

transfer his/her account details including the Credentials to another person without aCoin’s consent; and

7.1.5

infringe the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights that belongs to or are licensed to aCoin or another user registered on the Website.

7.2

aCoin undertakes that it will:

7.2.1

not sell or make the User’s personal information available to any third party other than as provided in the Privacy Policy;

7.2.2

use reasonable measures to provide secure online payment facilities protected by the appropriate encryption technology;

7.2.3

take reasonable steps to ensure that the Website reflects accurate information, including accurate descriptions, purchase prices and all/any Transaction Fees; and

7.2.4

use reasonable endeavours to maintain the availability of the Website, except during scheduled maintenance periods, but aCoin may, in its sole discretion, suspend, modify or terminate the Website, with or without notice to the User.

8

LIMITATION OF LIABILITY

To the maximum extent permissible in terms of applicable laws:

8.1

aCoin, its employees, agents and authorised representatives, will not be liable for any direct, indirect, incidental, special or consequential loss or damages, injury, death or claims arising out of or in connection with –

8.1.1

the buying and selling of any goods and/or services rendered by the Merchant, unless it is specifically stated otherwise in the Agreement;

8.1.2

cannot be held liable for any inaccurate information published on the Merchant’s website or in store in respect of goods/services offered, and/or any incorrect prices displayed, by the Merchant, save where such liability arises from the gross negligence or wilful misconduct of aCoin, its employees, agents or authorised representatives. The Consumer is encouraged to contact the Merchant directly to report any possible malfunctions or errors;

8.1.3

the User’s access to, use of, or reliance upon, the Website or the content contained in the Website, or the User’s inability to access or use the Website, and/or unlawful activity on the Website and/or any linked third party website;

8.1.4

the suspension, modification or termination the Website other than for processing any purchases made or accepted by the User prior to such time, to the extent possible, other than in circumstances where payment of the an amount by aCoin to the Merchant is outstanding.;

8.1.5

any unauthorised or unlawful disclosure of the User’s personal information, whilst in aCoin’s possession, made by third parties who are not subject to aCoin’s control, unless such disclosure is as a result of the gross negligence or wilful misconduct of aCoin, its employee(s), agent(s) or authorised representative(s);

8.1.6

a blacklisting of the User in terms of this Agreement and/or refusal to process the buying of a Voucher;

8.1.7

disclosing his/her personal information to a third party, such as a Merchant which operates a website linked to this Website or anyone other than this Website, and the User should ensure that he/she reads the privacy policy of any third party.

9

INDEMNITY AND WARRANTIES

9.1

By using the Website, the User warrants that he/she is 18 (eighteen) years of age or older and of full legal capacity. Should the User be under the age of 18 (eighteen) years or not legally permitted to enter into a binding agreement, then the User may only use the Website with supervision of a parent or legal guardian. If the parent or legal guardian supervises the User and gives his/her consent, then such person agrees to be bound to this Agreement and to be liable and responsible for the User and all of the User’s obligations under this Agreement.

9.2

The User agrees that he/she is making use of the Website at his/her own risk, and that the Website is provided to the User on an “as is” and “as available” basis.

9.3

The User agrees that aCoin cannot guarantee a continuous operation of or access to services on the Website. Functionality of listings, promotions and sales may not occur in real time and such functionality is subject to delays beyond the aCoin’s control.

9.4

To the maximum extent permissible in terms of applicable laws, the User hereby indemnifies aCoin, its employees, agents and authorised representatives and holds any and all of them harmless against any claim, charge or criminal prosecution, loss, injury, death or damage which may be suffered by the User or any third party arising in any way from –

9.4.1

the User’s use, or inability to use, of the Website and/or any linked third party website;

9.4.2

the use of the Voucher to buy goods and/or services offered by the Merchant, which goods and/or services may deal or trade in or distribute or acquire any illegal substance or product or any illegal/illicit trade the Merchant may offer, and aCoin will not be in any way responsible for any legal action or criminal prosecution which a Consumer and/or the Merchant may face as a result of any misuse of the Voucher/s;

9.4.3

any claim by any person in connection with the Website or sale of goods and/or services rendered by the Merchant, due to any actions or omissions of the User, or any of its staff, contractors, agents, representatives or appointees, whether wilful or negligent.

9.4.4

Voucher pricing, promotion or displaying on the Website;

9.4.5

delays or disruptions on the Website;

9.4.6

glitches, bugs, errors or inaccuracies of any kind on the Website;

9.4.7

viruses or other malicious software obtained through the Website; and

9.4.8

any actions or omissions of the User, or any of its staff, contractors, agents, representatives or appointees, whether wilful or negligent, including the provision of incorrect our outdated information, or the failure to correct incorrect our outdated information.

9.5

The User’s indemnification of aCoin covers all legal actions, suits, proceedings, claims, demands, costs and expenses whatsoever, which may be brought against aCoin or incurred or become due and payable by aCoin arising from or in respect of the sale of goods and/or services provided by the Merchant, including but not limited to, any claims arising out of the buying and/or selling of goods/services by the Consumer using his/her Voucher.

10

DATA PROTECTION AND PRIVACY

The User’s privacy is important to aCoin and it sets out how it processes the User’s personal information in its Privacy Policy. By entering into this Agreement the User agrees that his/her personal information may be processed in accordance with the Privacy Policy.

11

CHANGES TO THE TERMS OF USE

aCoin reserves its right to amend, update, change or replace any part of this Agreement and provisions contained herein at its sole and absolute discretion. aCoin will use reasonable efforts to make the User aware of any such amendment, update, change or replacement of this Agreement by publishing it on the Website and the continued use of and access of the Website following any amendment, update, change or replacement of provisions will constitute acceptance of such amendments, updates, changes or replacements.

12

TERMINATION

12.1

aCoin will use reasonable endeavours to maintain the availability of the Website, except during scheduled maintenance periods, and is entitled to discontinue providing the Website services or any part thereof with or without notice to the User.

12.2

aCoin may, if the User fails to comply with any of the provisions contained in the Agreement, including any incident involving payment of the purchase price of the Voucher, terminate this Agreement or suspend or terminate the User’s access to the Website without any prejudice to any claim for damages or otherwise which aCoin or the Merchant may have against the User.

12.3

aCoin may in its sole and absolute discretion, which will be reasonably exercised, refuse or to terminate all or part of its services or access to the Website to the User for any reason whatsoever. This may include the termination of unconfirmed and/or inactive User accounts.

12.4

The User may, at any time, choose to terminate use of the Website, with or without notice to aCoin.

12.5

aCoin may, for purposes of preventing suspected fraud and/or where it suspects that the Consumer is abusing the Website and/or has created multiple User profiles to take advantage of a promotion intended by the Website to be used once-off by the Consumer, to blacklist any Consumer on the Website’s database (including suspending or terminating the Consumer’s access to the Website), refuse to accept or process payment on any Voucher, and/or to cancel any transaction involving a Voucher, in whole or in part, on notice to the Consumer. aCoin will, subject to applicable laws, not refund to the Consumer money already paid.

13

GENERAL

13.1

Ownership and Copyright

The contents of the Website, including any material, information, data, software, icons, texts, graphics, lay-outs, images, sound clips, advertisements, video clips, trade names, logos, trade-marks, designs, service marks which are displayed on or incorporated on the Website (“Website Content”) are protected by law, including but not limited to copyright and trademark law. The Website Content is the property of aCoin, its advertisers and/or sponsors and/or licensed to aCoin.

13.2

Electronic Communications

The Consumer hereby agrees and consents to receiving communication from the Website or any of its divisions electronically in accordance with the privacy laws of South Africa.

13.3

Warrant of Authority

Each Party, and the signatories hereto warrants to the other Party that it has the power, authority and legal right to sign/accept the terms hereof and perform in terms of this Agreement and that this Agreement has been duly authorised by all necessary actions of its directors and constitutes valid and binding obligations on it in accordance with the terms of this Agreement.

13.4

Implementation and Good Faith

The Parties undertake to do all such things, perform all such acts and take all steps or procure the doing of all such things, the performance of all such acts and the taking of all such steps, as may be necessary or incidental to give or be conducive to the giving of effect to the terms, conditions and import of this Agreement. The Parties will at all times during the continuance of this Agreement observe the principles of good faith towards one another in the performance of their obligations in accordance with the terms of this Agreement. This implies that they will (i) at all times during the term of this Agreement act reasonably, honestly and in good faith; (ii) perform their obligations arising from this Agreement diligently and with reasonable care; and (iii) make full disclosure to each other of any matter that may affect the execution of this Agreement.

13.5

Whole Agreement

13.5.1

This Agreement constitutes the whole Agreement between the aCoin and the Consumer as to the subject matter hereof and no Agreement, representations or warranties between aCoin and the Consumer other than those set out herein are binding on aCoin and the Consumer.

13.5.2

This Agreement together with the Merchant Agreement constitute the whole Agreement between the aCoin and the Merchant as to the subject matter hereof and no Agreement, representations or warranties between aCoin and the Merchant other than those set out herein are binding on aCoin and the Merchant.

13.6

Cession and Delegation

The Parties agree that neither Party will be entitled to cede, in whole or in part, any of its rights, or sub-license, delegate or sub-contract, in whole or in part, any of its rights or obligations, arising from this Agreement without the prior written consent of the other Party.

13.7

Governing Law and Jurisdiction

The validity of this Agreement, its interpretation, the respective rights and obligations of the Parties and all other matters arising in any way out of it or its expiration or earlier termination for any reason will be determined in accordance with the laws of South Africa. The Parties hereby consent to the adjudication of any dispute, to the degree that such dispute is not otherwise regulated in terms of this Agreement, by any South African court of competent jurisdiction; in accordance with, and in amplification of which, the Parties hereby specifically consent to the exclusive jurisdiction of such court. Nothing in this clause 13.7 or this Agreement limits the Consumer’s right to approach any court, tribunal or forum of competent jurisdiction in terms of the Consumer Protection Act, No. 68 of 2008.

13.8

Relaxation

No latitude, extension of time or other indulgence which may be given or allowed by any Party to any other Party in respect of the performance of any obligation hereunder or enforcement of any right arising from this Agreement and no single or partial exercise of any right by any Party will under any circumstances be construed to be an implied consent by such Party or operate as a waiver or a novation of, or otherwise affect any of that Party’s rights in terms of or arising from this Agreement or stop such Party from enforcing, at any time and without notice, strict and punctual compliance with each and every provision or term hereof.

13.9

Interpretation

The rule of construction that an agreement can be interpreted against the party who drafted the agreement will not apply to this Agreement.

Last updated: 28.07.2022