PARTNER PLATFORM
Terms and Conditions
1 INTRODUCTION
1.1 Welcome to the EGG Partner Platform.
1.2 The Partner Platform, is a responsive web app designed to facilitate the application and curation of each potential Partner wanting to join EGG (“Potential Partners”) along with providing a dashboard for those Partners that are approved by EGG (“EGG Partners”) to get real-time data on key business metrics (“the Partner Platform”). Egg Partners will have access to their daily sales turnover that are recorded online or in-store and view how they are racking against their monthly sales targets set by EGG. The Partner Platform is built to enable EGG to both communicate and share key business performance with Partners to ensure mutual success.
1.3 The Partner Platform shall include partner support facilities and you will also receive notification and messaging services via the Partner Platform.
1.4 To the extent that the Consumer Protection Act 2008 applies to these App Terms and condition, your attention is drawn to the clauses in these App Terms that contain an assumption of risk or liability by you or an indemnification by EGG. These clauses are highlighted for clarity.
1.5 These Terms and Conditions, together with our Partner Privacy Policy("Terms") set out the terms and conditions for your use of the Partner Platform. By registering and using the Partner Platform, you acknowledge that you have read, understood, and have agreed to be bound by these Terms, including any person or entity on whose behalf you are using the Partner Platform.
2 DEFINITIONS
In these terms, unless inconsistent with or otherwise indicated by the context:
2.1 “App”means any Partner Platform online application software that is provided by EGG that you install or download from an online application store and access via a mobile device, including any smartphone and/or tablet device.
2.2 "Authorised User" means any person or entity that a Partner authorises to use the Partner Platform on its behalf. This includes any employees of the Partner who are authorised to use the Partner Platform on the Partner's behalf, but also includes support partners and other third parties with whom a Partner lawfully shares its EGG account details (and for whose conduct the Partner is responsible).
2.3 “Data” means any information inputted by EGG, you, or by another party acting on your or our behalf, into the Partner Platform;
2.4 "Partner" means a Potential Partner and/or an EGG Partner who registers to use the Partner Platform by creating a Partner account. If an individual creates an account on behalf of their employer, then the employer will be deemed to be the Partner, and will be bound by these Terms
2.5 “Partner Agreement” means the agreement concluded between EGG and the Partner in terms of which EGG grants the Partner the right to display its goods and/or services at any one of EGG’s stores.
2.6 "We" or “us” or “our” or "EGG” means We are Egg (Pty) Limited (registration number 2020/016714/07).
2.7 "You” means the Partner and (where the context permits) includes any Authorised Users.
3 NECESSARY EQUIPMENT
Full use of the Partner Platform is dependent upon your use of a computer with adequate software or a supported mobile device and internet access. The maintenance and security of this equipment may influence the performance of the Partner Platform and it is your responsibility to ensure the equipment’s functionality. You are responsible for all internet access charges.
4 PARTNER ACCOUNT
4.1 You must be 18 years or older in order to access and use the Partner Platform.
4.2 In order to access and use certain sections and features of the Partner Platform, you must first register and create an account with EGG (“Partner Account”).
4.3 If anyone other than yourself accesses your Partner Account they may perform any actions available to you, make changes to your Partner Account, and accept any legal terms available therein, make various representations and warranties and all such activities will be deemed to have occurred on your behalf and in your name.
4.4 All usernames and passwords required to access the service must be kept secure and confidential. In the event of an unauthorised use of your password, or any other breach of security, EGG is to be notified immediately to reset your password.
4.5 You will be solely and fully responsible for all activities that occur under your Partner Account, whether or not specifically authorized by you, and for any damages, expenses or losses that may result from such activities.
5 USE OF YOUR ACCOUNT
5.1 EGG grants you a limited, non-exclusive, non-transferable, revocable licence to use the Partner Platform in accordance with these Terms.
5.2 You are responsible for any conduct or activity undertaken in your account (whether online or by calling our contact centre), including any changes made, and the access to any data or information in your account, by any of your Authorised Users.
5.3 By using the App, you represent and warrant that you have legal capacity and you agree to comply with these Terms.
5.4 You acknowledge and agree that:
5.4.1 the Partner determines who is an Authorised User, as well as what roles and access that Authorised User has;
5.4.2 the level of access to the relevant service is controlled by the Partner and may be revoked or changed at the Partner’s discretion at any time;
5.4.3 in the case of disputes between a Partner and an Authorised User regarding access to any service, the Partner shall decide what, if any, access the Authorised User will continue to have.
5.5 If:
5.5.1 you are an Authorised User using or accessing the Partner Platform for the benefit of a Partner, then you agree that you have and are responsible for ensuring you have the right to do so from the relevant Partner (including all necessary authorisations to access or make changes to the Partner's Account); or
5.5.2 you are a Partner, then you are responsible for authorising use or access of the Partner Platform by any Authorised User and will indemnify EGG against any claims or loss relating to any Authorised User's use of or access to your account.
5.6 We will have no responsibility to anyone other than the Partner, and the Partner Platform and these Terms are intended solely for the benefit of the Partner and not for any Authorised User(s).
6 ACCESS CONDITIONS
6.1 When accessing and using the Partner Platform, as a condition of these terms, you must:
6.1.1 Not make any attempt to undermine the integrity or security of EGG’s computing systems or networks, or of any third party’s computing systems and networks upon which the Partner Platform is hosted;
6.1.2 Not impair the functionality of the Partner Platform or any systems used to deliver the Partner Platform, or any other user of the Partner Platform, by your use or misuse of the system;
6.1.3 Not attempt to gain unauthorised access to any materials or any computer system on which the Partner Platform is hosted, other than to those materials you have been given express permission to access;
6.1.4 Not input into the Partner Platform, or otherwise transmit, any files that may cause damage to any other person’s computing devices or software; offensive content; or material that violates any law; and
6.1.5 Not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used for the delivery of Partner Platform for operation except as is strictly necessary for normal operation.
7 CANCELLATION OF ACCOUNTS
7.1 Your account will be terminated simultaneously with any termination of your Partner Agreement with EGG. We may also cancel or suspend your account immediately if, in our sole discretion:
7.1.1 you have committed a material or persistent breach of these Terms or any other terms applying to your use of the Partner Platform;
7.1.2 we decide to withdraw the Partner Platform altogether; or
7.1.3 you fail to comply with any limits or restrictions applicable to your Partner Account.
7.2 If your account is cancelled, you will cease to use the Partner Platform immediately and your account will be deactivated and all of your rights granted under these Terms will immediately come to an end. We will not be liable for any loss or damage following, or as a result of, cancellation of your account, and it is your responsibility to ensure that any content or data which you require is exported, backed-up or replicated before cancellation.
7.3 Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination.
8 FEES
There are no fees or associated use charges for use of the Partner Platform.
9 REASONABLE USE POLICY
9.1 You agree to use the Partner Platform in a reasonable way. If we determine that your use of the Partner Platform is not reasonable or that your use is:
9.1.1 causing degraded performance of the Partner Platform for you or for other users;
9.1.2 creating a security or availability risk for EGG or our other Partners,
9.1.3 is impacting (or may impact) the stability or performance of our systems, or
9.1.4 is requiring disproportionate resource to deliver
we may suspend, restrict or impose limits on your account and use of the Partner Platform. Where possible, we will endeavour to give you at least 24 (twenty four) hours prior notice and request that your usage is reduced before imposing any limits.
9.2 Limits on your use of the Partner Platform may include (but are not limited to) the quantities and volumes of the following parameters, per account:
9.2.1 storage required to host and backup data;
9.2.2 API (application programming interface) calls per five (5) minute period;
9.2.3 page views per five (5) minute period;
9.2.4 bandwidth usage per twenty four (24) hour period;
9.2.5 support tickets opened per calendar month.
9.2.6 Number of users granted access to the Partner Platform.
9.2.7 Number of Partners that can be linked to a single holding company.
10 HELP DESK
10.1 For help with any technical problems please log all support request via an email to [email protected] or via the Partner Platform.
10.2 When logging your support request, you should supply a clear and detailed description of the problem along with the Partner’s name and contact details and all relevant details regarding the problem.
10.3 Our standard operation hours are Monday to Friday, 9am-6pm.
10.4 After submitting your request, we will assign a technician to attend to your request. The technician will communicate with you via email.
10.5 In all events your ticket number must be retained for reference purposes.
11 SERVICE AVAILABILITY
11.1 EGG makes every effort to ensure that the Partner Platform services should be available for your use 24 hours a day, 7 days a week, however, occasionally the Partner Platform may be unavailable to permit necessary maintenance or development activity to take place.
11.2 If for any reason, EGG needs to interrupt services for longer periods, we will take all reasonable steps to ensure that you are notified, by publication on the Partner Platform, in advance of such activity.
12 PARTNER PLATFORM IS PROVIDED "AS IS"
12.1 The Partner Platform is provided on an "as is" and "as available" basis, and your use of it is at your sole risk.
12.2 We will try to promptly address (during normal business hours) all technical issues that arise in connection with the Partner Platform.
12.3 We do not warrant that:
12.3.1 the Partner Platform will be uninterrupted, timely, secure, or error-free;
12.3.2 the Partner Platform will be accurate or reliable;
12.3.3 the quality of any services, information, or other material obtained by you through the Partner Platform will meet your expectations; or
12.3.4 any errors in the Partner Platform will be corrected.
12.4 You acknowledge that EGG may use third party suppliers to provide hardware, software, networking, connectivity, storage and other technology in order to provide the Partner Platform. The acts and omissions of those third party suppliers are outside of EGG's control,.
12.5 On behalf of itself and such third party suppliers, EGG excludes any other warranties that may be implied or otherwise apply under any applicable law, to the maximum extent permitted by law.
12.6 From time to time, we may add, make changes to or remove altogether features or functionality of the Partner Platform. If you're using an App, you may need to install a new or updated version before you can receive the benefit of those changes. We may also decide to cease providing all or some of the Partner Platform at any time, and nothing in these Terms is to be taken as a guarantee that the App or the Partner Platform will always be available, either in its current form or at all, or that we will support, maintain or continue to offer the Partner Platform, or the App or any version of them.
13 OUR LIABILITY IS LIMITED
13.1 To the maximum extent permitted by law, EGG shall not be liable for any claims, costs, loss or direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, business, goodwill, use or data, resulting from:
13.1.1 the use, reliance or the inability to use the Partner Platform (in whole or in part) or any technical malfunctions;
13.1.2 unauthorised access to, or alteration of, your communications or data;
13.1.3 statements or conduct of any third party regarding the Partner Platform; or
13.1.4 human error resulting in incorrect irreversible data entry;
13.1.5 act or omission of any third party supplier, save as otherwise expressly set out in the Agreement or in writing between the parties;
13.1.6 any other matter relating to the Partner Platform.
14 YOU ARE RESPONSIBLE FOR YOUR USE OF THE PARTNER PLATFORM AND YOU INDEMNIFY US
14.1 You indemnify EGG against all forms of liability, actions, proceedings, demands, costs, charges and expenses which EGG may incur or suffer as a result of use of the Partner Platform through your account or as a result of your failure to comply with these Terms.
15 INTELLECTUAL PROPERTY
15.1 All intellectual property rights in the Partner Platform, the services, the website, the software, the content, lay-outs, images, trade names, logos, trade-marks, designs and service marks which are displayed on or incorporated in this Partner Platform and any documentation relating to the Partner Platform services, and all titles, are protected by law and will remain the property of EGG and/or its licensors.
15.2 You agree not to challenge or do anything inconsistent with such ownership. You may not publish or use EGG's brand, branding or logos except with EGG's prior written consent.
15.3 You grant EGG a royalty-free, licence to use for our business purposes (including for product improvement, research and development, data analytics and other legitimate commercial purposes) information and/or data collected by EGG through your use of the Partner Platform (provided that we aggregate or anonymise any information or data which you have submitted or inputted into the Services that we process on your behalf). Other than this right, EGG claims no intellectual property rights in relation to the information or content you input into the Partner Platform.
15.4 You may provide us with comments, feedback or suggestions on Partner Platform, and you agree that we will be free to use, modify and incorporate such suggestions without any obligation to you.
16 CONFIDENTIALITY:
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
16.1 All confidential information obtained in connection with these Terms, must be preserved. No confidential information will be disclosed or made available to any person, or used for benefit, other than as contemplated by these Terms, without the prior written consent of the other.
16.2 Each party’s obligations under this clause will survive termination of these terms.
16.3 These provisions shall not apply to any information which is or becomes public knowledge other than by a breach of this clause; is received from a third party who acquires it legally and is under no disclosure restrictions; is independently developed without access to the confidential information.
17 PERSONAL INFORMATION
Any personal information (as defined in the Protection of Personal Information Act 4 of 2013) that you provide to EGG via the Partner Platform is subject to our Partner Privacy Policy, which governs our collection and processing of your personal information provided via your application to become a partner of EGG, the Partner Agreement, through our Partner Platform, booking systems, or through any other form of communications with you such as WhatsApp, email, telephone, or otherwise. You understand that through your use and/or registration of the Partner Platform you consent to the processing of your personal information as set forth in the Partner Privacy Policy.
18 DATA PROTECTION
18.1 We will maintain appropriate technical and organizational measures to protect the security of the data or content contained on the Partner Platform.
18.2 Both parties are responsible for complying with all data protection legislation applicable to them respectively, including without limitation the Protection of Personal Information Act
19 BACKUP OF DATA
EGG adheres to its best practice policies and procedures to prevent any loss of data, however there can be no guarantee that no loss of data will occur. EGG expressly excludes any liability for the loss of data no matter how caused. EGG assumes that you maintain copies, or back-ups, of all data inputted into the service.
20 THIRD-PARTY APPLICATIONS AND YOUR DATA
You acknowledge that by enabling third-party applications for use in conjunction with the services, you are allowing EGG to provide access of your data to those third-parties as required. EGG shall not be responsible for any disclosure, modification or deletion of your data resulting from any such third-party access.
21 THIRD PARTY INTEGRATION PARTNERS
21.1 You acknowledge that in the provision of certain features and services, EGG may be required to transfer certain data held in your EGG account to, and otherwise interact with, third party partners who provide services that are integrated with the Partner Platform ("Third Party Integration Partners"). Our current list of our Third Party Integration Partners, is available in request.
21.2 You agree to such data transfer to the Third Party Integration Partners to the extent that may be necessary for the Third Party Integration Partners to provide the relevant services. You are solely responsible for compliance with all applicable laws (including applicable data protection laws) in respect of the transfer of the data by EGG to the Third Party Integration Partner, and for entering into separate contractual agreements with the Third Party Integration Partner. EGG is in no way liable for the provision of the services or the handling and processing of any data by the Third Party Integration Partner. For the avoidance of doubt, such third parties are not EGG's sub processors for data protection purposes.
22 DATA DELETION
On expiry or termination of these Terms, or upon cancellation of your Partner Account, the data on the Partner Platform will be deleted after 180 (one hundred and eighty) days, unless applicable laws or regulations require EGG to retain the data for a longer period. To the extent that we continue to hold the data, it shall be securely isolated and protected from further processing except to the extent required by applicable law.
23 EVENTS BEYOND OUR CONTROL
We are not liable to you if there is any total or partial failure of performance of the Partner Platform resulting from any act, circumstance, event or matter beyond our reasonable control. This may include where such results from any act of God, fire, act of government or state or regulation, war, civil commotion, terrorism, insurrection, inability to communicate with third parties for whatever reason, failure of any computer dealing or necessary system, failure or delay in transmission of communications, failure of any internet service provider, strike, industrial action or lock-out or any other reason beyond our reasonable control.
24 AMENDED OR UPDATED TERMS
We may periodically update or change the Terms, without notice. You should check them from time to time as your continued use of our Partner Platform will mean you accept any updated or revised Terms.
25 SEVERABILITY
25.1 Each sentence, paragraph, term, clause and provision of these Terms and any portion thereof shall be considered severable and if, for any reason, any such sentence, paragraph, term, clause or provision is held to be invalid, contrary to, or in conflict with any applicable present or future law or regulation (including, without limitation, the CPA and any regulations thereto) or in terms of a final, binding judgment issued by any court, it shall to that extent be deemed not to form part hereof and shall not impair the operation of, or have any effect upon such other sentence, paragraph, term, clause or provision hereof as may otherwise remain valid or intelligible, which shall continue to be given full force and effect and bind the parties hereto.
25.2 No term or condition of these Terms is intended to breach any peremptory provisions of the CPA and any regulations thereto ("Prohibited Provision"). Any breach of any such Prohibited Provision shall be governed by the provisions of clause 26.2mutatis mutandis.
26 GOVERNING LAW AND JURISDICTION
26.1 These Terms and our relationship and/or any dispute arising from or in connection with these Terms shall be governed and interpreted in accordance with the laws of the Republic of South Africa. Your continued use of the Partner Platform will constitute your consent and submission to the jurisdiction of the South African courts regarding all proceedings, transactions, applications or the like instituted by either party against the other, arising from any of these Terms.
26.2 In the event of any dispute arising between you and EGG, you hereby consent to the non-exclusive jurisdiction of the High Court of the Republic of South Africa (Western Cape Division, Cape Town) notwithstanding that the quantum in the action or proceedings may otherwise fall below the monetary jurisdiction of that court.
26.3 Nothing in this clause 27or the Terms and Conditions limit your right to approach any court, tribunal or forum of competent jurisdiction in terms of the CPA.
27 NOTICES
27.1 Each of the parties chooses their domicilium citandi et executandi for the purposes of the giving of any notice, the serving of any process and for any other purposes arising from these Terms as being:
27.1.1 in the case of EGG, at the [[email protected]] and Office G11, Cavendish Connect, Dreyer Street, Claremont, CapeTown, 7708; and
27.1.2 in the case of the user, at the email and delivery addresses provided by the user to EGG in the registration process.
27.2 Any notices to any party will be sent via prepaid registered post, delivered by hand or sent by email. Unless the contrary is proved, any notice:
27.2.1 sent by prepaid registered post will be deemed to have been received on the 5th (Fifth) Business Day after posting;
27.2.2 any notice delivered by hand on a Business Day will be deemed to have been received on the date of delivery; provided that if such day is not a Business Day, then such notice shall be deemed to have been received on the 1st (First) Business Day following the date of delivery;
27.2.3 transmitted by email will be deemed to have been received on the same day of transmission; provided that if such day is not a Business Day, then such notice shall be deemed to have been received on the 1st (First) Business Day following the day of transmission.
27.3 For the purposes of this clause 28, the term "Business Day" means any day other than a Saturday, Sunday or Public Holiday in the RSA.
27.4 Each of the parties will be entitled from time to time, by written notice to the other to vary itsdomiciliumto any other address in the RSA which is not a post office box or posterestante, provided that the change will become effective only 14 (fourteen) days after service of the notice in question.
27.5 Notwithstanding the above, any notice given in writing in English, and actually received by the party to whom the notice is addressed, will be deemed to have been properly given and received, notwithstanding that such notice has not been given in accordance with this clause.
28 GENERAL
28.1 These Terms together with the Partner Platform Privacy Policy and the terms of any other notices or instructions given you under the Terms with constitute the entire agreement between you and EGG in relation to the Partner Platform and any other matters dealt with herein.
28.2 If either party waives any breach of these terms, this will not constitute a waiver of any other breach. Furthermore, no waiver will be considered in effect unless made in writing.
28.3 Delays or failures in performance of its obligations under these Terms which are beyond reasonable control, will not be considered breaches to either party.
28.4 No rights may be transferred or assigned to any other person without EGG’s prior express written consent.