FLICK LIVE SERVICE TERMS OF SERVICE (“FLICK SERVICE”).

THESE PLATFORM TERMS ARE EFFECTIVE AS OF: 1 October 2022 “EFFECTIVE DATE”.

LAST UPDATED: 13 OCTOBER 2022 “LAST UPDATED DATE”.

READ THESE SERVICE TERMS CAREFULLY BEFORE UTILISING OUR SERVICE.

YOUR CONTINUED USE OF THE FLICK SERVICE INDICATES THAT YOU HAVE BOTH READ AND ACCEPT THESE FLICK SERVICE TERMS.

YOU CANNOT USE THE FLICK SERVICE IF YOU DO NOT ACCEPT THESE FLICK SERVICE TERMS. ALL SECTIONS OF THESE TERMS ARE APPLICABLE TO ALL VENDORS AND CUSTOMERS UNLESS THE SECTION EXPRESSLY STATES OTHERWISE.

1. INTRODUCTION

1.1. Flick is made available, and owned by Shopstar (Pty) Ltd (bearing registration number 2014/192666/07) (hereinafter referred to as “Flick”, “Flick Live”, “Flick”, “App”, “we”, “our”, “us” or “its”). Any reference to “Flick”, “Flick Live”, “Flick”, “we”, “our”, “us” or “its” shall include our employees, officers, directors, representatives, agents, shareholders, affiliates, subsidiaries, holding companies, related entities, advisers, sub-contractors, service providers and suppliers.

1.2. These Flick Service 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 Flick Platform.

1.3. Selling goods or services to a Customer through the use of the Flick Platform after the Effective Date will signify that the Vendor has read, understands, accepts, and agrees to be bound, and are bound, by these Flick Service Terms in such Vendor’s individual capacity and/or for and on behalf of any entity for whom the Vendor utilises the Flick Platform. 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 Flick Service Terms with prospective effect without prior notice to Vendors, and any revisions to the Flick Service Terms shall be noted within such Flick Service Terms and will take effect when posted on the App, unless a later date is otherwise stated in the revised Flick Service Terms. A Vendor’s continued sale of goods to Customers utilising the Flick Platform will be construed as a Vendor’s consent to the amended or updated Flick Service 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 Flick Service Terms, is to no longer make use of the Flick Platform.

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 Flick Service Terms, unless such Vendor has, through their parent or guardian, consented to the terms hereof.‍

2. TERMINOLOGY‍

2.1. The following terminology applies to these Flick Service Terms:

2.1.1. “Customers” shall mean the person or entity purchasing goods from the Vendor utilising the Flick Platform;

2.1.2. “Flick Service(s)” shall refer to the Flick 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 in the Terms & Conditions outlined at the top of this page; and

2.1.4. “Vendor” shall mean the person or entity making use of the Flick Platform as provided by Flick.

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. FLICK PLATFORM

3.1. The Flick Service is a service which enables a Vendor to both showcase videos, products and accept payments whilst utilising the Services through a payment processor, being Paystack.

3.2. It is specifically recorded that:

3.2.1. a card holder’s details shall not pass through or be stored on any Flick 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 Paystack systems. Flick’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 Flick, elect to have their details stored by Paystack, but Flick shall have no access to this stored information; and

3.2.3. Flick is unable to access any information as provided to Paystack by a Customer.

3.2.4. Flick Service(s) provided to vendors will process payments in South African Rands (ZAR) regardless of the currency used on the vendor’s shopfront and/or services.

3.3. In accepting these Flick Service Terms the Vendor agrees to be bound by the terms and conditions as put in place by Paystack from time to time. In the event of there being an inconsistency between Flick’s Flick Service Terms and those of Paystack, the terms of Paystack shall supersede those of Flick only insofar as the subject of processing payments may be concerned.

3.4. The Vendor and the Customer are both encouraged to consult the website of Paystack in order to familiarise themselves with the security protocols and other policies in place. The Vendor and Customer may also email support@paystack.com should they have any further queries.‍

4. PAYMENT METHODS

4.1. Paystack support 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 Flick Platform; and

4.2.2. all transactions made through Paystack by the Customer.

4.3. Flick 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. Flick 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 Thursday of the preceding week to the Thursday of the current week, by way of EFT, and into the Vendor’s nominated banking account.

5.2. Until date of payment, these funds will be held in a separate account to that used by Flick in the running of its business.

5.3. In holding funds and paying the Vendor, Flick 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. Flick is merely holding these funds in its capacity as an agent for the Vendor.

5.4. The payment a Vendor will receive is the amount a Customer pays via Paystack or any other chosen payment gateway. However, we need to subtract the transaction fees that Paystack, Shopstar, or the alternative payment gateway charge. Here’s how it works: a 3.5% processing fee and a 6.5% streaming fee will be deducted, making up a total of 10% of the transaction value. This total amount goes to the Flick Platform. Plus, there’s a small one-time fee of R1.50 for every transaction processed. Just a heads-up, all these charges do not include VAT.

Remember, these transaction fees, whether they come from Paystack, Shopstar, or another payment gateway, could change from time to time.

As for the fee calculations: we’ll work out the 6.5% streaming fee using the total value of your basket, but we won’t include the shipping costs in this. For the 3.5% processing fee, we calculate this based on the grand total, which is the value of your basket plus the shipping costs.

5.5 Flick 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 Flick’s control. If a delay is encountered, payments will be made as soon as possible thereafter. The Vendor hereby indemnify Flick for any liability whatsoever which might arise therefrom.

5.6 Please note that this is a beta version of the Flick Service which is still undergoing final testing before its official release. The service, its software and all content found on it are provided on an “as is” and “as available” basis. Neither Flick or Flick give any warranties, whether express or implied, as to the suitability or usability of the website, its software or any of its content.

5.7 Flick and Flick 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 Flick 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. FLICK’S ASSISTANCE

6.1. Flick 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 Flick Service.

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 Flick Service.

7. CHARGEBACKS

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 Flick 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 Flick for any liability whatsoever which might arise therefrom.

7.4. Flick specifically reserves its right to recover any chargeback funds from the party concerned which may have been incurred as a result as a result of any chargeback.

7.5. Should, at the sole and absolute discretion of Flick, a Vendor for whatever reason have an excessive number of chargeback requests levied against it, then Flick reserves the right to suspend or terminate the Flick 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 Flick at this address: accounts@flick.co.za.

8. COMMENCEMENT & TERMINATION

8.1. These Flick Service 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 Flick Platform.

‍9. SURVIVAL

9.1. Clauses which out of necessity or by implication herein survive termination of these Flick Service Terms, shall remain in full and effect despite the termination hereof.

10. RESERVATION OF RIGHTS

10.1. Flick reserves the right to terminate the Flick Platform as set out in the Flick Service Terms in its sole discretion, and to refuse the Vendor any and all future use of the Flick Platform if the Vendor or Customer (as the case may be) is in breach of either the Terms and Conditions or these Flick Service Terms.

11. Flick PRIVACY POLICY PERTAINING TO A VENDOR AND CUSTOMER

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”). Flick 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. Flick wishes to balance our legitimate business interests and the Vendor’s and Customer’s reasonable expectation of privacy. Accordingly, Flick 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 Flick. In so doing, a Vendor may be asked to provide the following Personal Information:

11.1.3.1. First name;

11.1.3.2. Surname;

11.1.3.3. Email;

11.1.3.4. Physical address;

11.1.3.5. Phone number;

11.1.3.6. Language;

11.1.3.7. Bank account details; and

11.1.3.8. Company / CC / business name.

11.1.3.9. 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:

11.1.4.1. First name;

11.1.4.2. Surname;

11.1.4.3. Email;

11.1.4.4. Physical address;

11.1.4.5. Phone number;

11.1.4.6. Card details or other account information; and

11.1.4.7. Company / CC / business name.

11.1.4.8. Gender

11.1.5. Flick 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 App. In this regard, however, Flick shall not retain any payment information on behalf of Vendors or Customers. All payment information will be stored directly with Paystack.

11.1.7. Flick 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:

11.1.8.1. the provision and performance of the Flick Platform;

11.1.8.2. informing the Vendor of changes made to the Flick Platform;

11.1.8.3. the provision of marketing related services to the Vendor by Flick;
11.1.8.4. responding to any queries or requests the Vendor may have;

11.1.8.5. developing a more direct and substantial relationship with the Vendor for the purposes described in these Flick Service Terms;

11.1.8.6. developing an online user profile;

11.1.8.7. understanding general trends and patterns so that Flick can develop and support existing and ongoing marketing strategies;

11.1.8.8. for security, administrative and legal purposes; and

11.1.8.9. the creation and development of market data profiles which may provide insight into market norms, practices and trends to help Flick 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, Flick 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 Flick cannot ensure or warrant the security of any Personal Information the Vendor provides us, Flick will continue to maintain and improve these security measures over time in line with legal and technological developments.

11.1.11. Flick 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, Flick 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 Flick collects shall only be accessed by Flick and Paystack employees, representatives and consultants on a need-to-know basis, and subject to reasonable confidentiality obligations binding such persons.

11.1.14. Flick 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 Flick will only be in connection with the provision of our Flick Platform 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 Flick 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 Flick Platform.

12.2. Both the Customer and the Vendor specifically indemnify Flick 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 Flick Platform 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 App’s infrastructure, including spam or other unsolicited mass e-mailing techniques (whether automated or not);

13.1.5. use the Flick Platform 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 Flick Platform 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 Flick Platform in an attempt to obtain personal information of other Customers, Vendors or Flick, without consent;

13.1.11. use the Flick Platform 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 Flick Platform as a front, or alter ego decoy in order to receive fraudulent funds, or what may be perceived by Flick to be fraudulent funds;

13.1.14. use the Flick Platform in a manner that is or may be perceived to be an abuse or violation of the Flick Service or rules which govern same;

13.1.15. use the Flick Platform as a vehicle to provide itself or assist third-parties in obtaining cash advances from a credit card;

13.1.16. use the Flick Platform 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 Flick Platform to control linked accounts, which are, have, or may be engaged in the above activities;

13.1.18. use the Flick Platform in an abusive manner resulting in complaints, disputes, reversal of payments, chargebacks, fees, fines, penalties and other liabilities to Flick, 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 App or in relation to the Flick Platform;

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 App;

13.1.21. remove or alter Flick’s copyright notices or other means of identification including any watermarks, as they appear on the App; and

13.1.22. distribute or publish any part of the information or content included in the Flick Platform 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 Flick in a bad light.

13.2. In the event of Flick 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 Flick, and accordingly may not be sold through the use of the Flick Platform:

14.1.1. any perishable food, beverage or other item that requires refrigeration or other environmental control;

14.1.2. live insects or animals;

14.1.3. pornography or obscene materials;

14.1.4. shipments of any materials prohibited by national, provincial or local law;

14.1.5. sale of narcotics, controlled substances and the paraphernalia associated therewith;

14.1.6. any item of whatsoever nature which could be interpreted to be a catalyst to promote or incite hate, racial disharmony, the exploitation of a crime or as the instigation of an illegal activity;

14.1.7. an item that promotes or supports self-harm, could cause harm to others or the veneration of harmful actions;

14.1.8. motor vehicles and immovable property; and

14.1.9. an item which may be interpreted as being one of intellectual property infringement.

15. LIMITATION OF LIABILITY AND INDEMNITY

15.1. The Flick Platform shall be used entirely at the Vendor’s and the Customer’s own risk.

15.2. The Vendor and the Customer hereby indemnify Flick, and agree to keep Flick indemnified, from and against any claim, loss, damage, cost or expense that Flick 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 Flick Platform or the App, including any breach by the Vendor or the Customer of the Flick Service Terms or any applicable law or licensing requirements.

15.3. To the maximum extent permitted by law, Flick 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 App or the Flick Service.

15.4. To the extent that Flick’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 Flick 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. Flick 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, Flick makes no warranty that the Flick Platform will meet either a Vendor or a Customer’s requirements, or that the Flick Platform will be uninterrupted, timely, secure, error free or that defects in respect of the Flick Platform will be corrected, nor that it will be virus free.

15.8. Both the Vendor and the Customer accept that access to the Services and the Flick Service may be restricted on occasion due to necessary updates and maintenance being carried out on the App.

15.9. Except for any express warranties in these Flick Service Terms, the Flick Service is provided on an “as is” basis and used at the Vendor and Customer’s own risk.

15.10. Flick 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.

15.11. As part of the Flick Services, Flick and its Affiliates may display the availability of your Items on the Flick App. Flick and its Affiliates may also promote your Items in various ways, such as on Flick and its Affiliates’ social media channels, websites, online and print advertisements and blogs.

15.12. You understand that:

15.12.1. Flick is not obliged to display your Shows or Items on the Flick App at all times;

15.12.2. Flick is not obliged to promote your Items; and

15.12.3. Flick may remove Items from the App in the circumstances described in this Agreement.

15.12.4. As a Vendor, you understand that Flick wishes to obtain the right to record and use your name, image, picture, photograph, biography, likeness, voice, performance, and/or other personal identification provided by you to Flick, whether as part of your contributed user content or otherwise (collectively, the “Material”), on videotape, film, or any other audio and/or visual medium for use in connection with promoting Flick, the Shop, and Vendor (“promotion”).

15.12.5. As such, Vendor grants Flick and our subsidiaries, affiliates, agents, nominees, licensees, successors and assigns, and those acting with our authority (“Affiliates”), the unrestricted, absolute, perpetual, worldwide right to record, reproduce, copy, edit, add to, subtract from, modify, use, reuse, display, perform, exhibit, distribute, transmit, exploit, and/or broadcast the material, without limitation, in and in connection with the promotion in any manner, in whole or in part, alone or in combination with any other images or videos, in any media now known or hereafter devised. Such use may also include advertising and promotion in any manner or media in connection with the promotion.

15.12.6. Vendor agrees that Flick has no obligation to use any of the material, or to exercise any right granted herein, and that Vendor may not enjoin any exploitation of the promotion as provided above. If Flick uses material for promotion, Vendor acknowledges that its right to access and use the Shop and the Services as granted in this agreement shall be the sole compensation and consideration. Vendor shall not be entitled to any additional compensation hereunder, including, but not limited to, in the event Flick commercializes the material or the promotion.

15.12.7. Vendor hereby unconditionally and forever releases, indemnifies, and holds harmless Flick and our Affiliates from any and all liability, claims, or actions that arise from use of the material, or that Vendor or Vendor’s heirs, executors, administrators, or assigns may have or claim to have in connection with use of the material as described herein, and Vendor agrees not to sue or bring any proceeding against any of those parties for any claim or cause of action, whether presently known or unknown, including, but not limited to actions for defamation, invasion of Vendor’s rights to privacy, publicity or personality or any similar matter, or based upon or relating to the exercise of any of the rights referred to herein.‍

16. CONFIDENTIALITY

16.1. Confidential information means any documents or information created, received or obtained from Flick, together with information relating to Flick as well as non-public information pertaining to Flick’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 Flick immediately upon becoming aware of a suspected or actual breach of this obligation.

16.5. Flick will not disclose or make available to any third party, directly or indirectly, any Vendor’s Confidential Information, except where Flick 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 Services or Flick Platform, to enforce these Terms or if legally compelled to do so.

17. GENERAL

17.1. Our failure to enforce any provision of the Flick Service Terms shall not constitute a waiver of such provision. Further, any consent to depart from the Flick Service 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 Flick Service Terms are cumulative with and not exclusive of the rights, powers or remedies provided by law independently of these Flick Service Terms.

17.4. These Flick Service Terms constitute the entire agreement in as far as the provision of the Flick Platform are concerned. The Vendor acknowledges and agrees that it has not relied on any representations by Flick except those contained in these Flick Service 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. Flick 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. DOMICILIUM CITANDI ET EXECUTANDI AND CONTACT INFORMATION

18.1. The Vendor, Customer and Flick choose as their respective domicilium citandi et executandi for the purpose of legal proceedings and for the purpose of giving or sending any notice provided for or necessary of these Terms, the following:

18.1.1. Flick Live (Pty) Ltd
113 Loop Street, Cape Town, Western Cape, 8001
support@Flick.co.za

18.1.2. Vendor: The address as provided when registering on the App.

18.1.3. Customer: The address as provided when registering on the App.

18.2. Both the Vendor, Customer and Flick may change their domicilium to any other physical address or email address by written notice to the other to that effect. Such change of address will be effective 7 (seven) days after receipt of notice of change of domicilium.

18.3. All notices to be given in terms of the Terms will:

18.3.1. be given in writing;

18.3.2. be delivered or sent by email; and

18.3.3. be presumed to have been received on the date of delivery.

18.4. Notwithstanding the above, any notice actually received by the party to whom notice is addressed will be deemed to have been properly given and received, notwithstanding that such notice has not been given in accordance with the provisions of this clause.

19. APPLICATION OF THE ELECTRONIC COMMUNICATIONS AND TRANSACTIONS ACT 25 OF 2002 (“ECT ACT”)

19.1. Data Messages (as defined in the ECT Act) will be deemed to have been received by Flick if and when Flick responds to the Data Messages.

19.2. Data Messages sent by Flick 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.

19.3. Vendors acknowledge that electronic signatures, encryption and/or authentication are not required for valid electronic communications between the Vendor, a Customer and Flick.

‍20. INFORMATION TO BE PROVIDED IN TERMS OF SECTION 43(1) OF THE ECT ACT:

20.1. The Vendor and Customer warrant that Data Messages sent to Flick from any electronic device used by it/he/she from time to time, were sent and or authorised by such user, personally.‍

COMPETITION GIVEAWAY TERMS OF SERVICE

THESE PLATFORM TERMS ARE EFFECTIVE AS OF: 22 AUGUST 2023 “EFFECTIVE DATE”.

LAST UPDATED: 22 AUGUST 2023 “LAST UPDATED DATE”.

READ THESE SERVICE TERMS CAREFULLY BEFORE UTILISING OUR SERVICE.

YOUR CONTINUED USE OF THE FLICK SERVICE INDICATES THAT YOU HAVE BOTH READ AND ACCEPT THESE FLICK SERVICE TERMS.

YOU CANNOT USE THE FLICK SERVICE IF YOU DO NOT ACCEPT THESE FLICK SERVICE TERMS. ALL SECTIONS OF THESE TERMS ARE APPLICABLE TO ALL VENDORS AND CUSTOMERS UNLESS THE SECTION EXPRESSLY STATES OTHERWISE.

GIVEAWAY TERMS AND CONDITIONS

1. Eligibility: The giveaway is open to residents of South Africa, aged 18 years or over, excluding employees of Shopstar PTY LTD, their close relatives, and anyone otherwise connected with the organization or judging of the giveaway.

2. Entry Period: The giveaway begins on 22-08-2023 at 19:00 and ends on as soon as the live show stops (as soon as the video feed is no longer a live feed). Entries received outside of this period will not be considered.

3. How to Enter: No purchase necessary. Viewers can enter the giveaway by leaving a comment in the stream chat. Multiple entries from the same person will not be counted.

4. Prizes: There are three prizes up for grabs:

– One R500 voucher.

– One airfryer.

– 3 airfryer baskets.

5. Winner Selection:

– The R500 voucher winner will be announced after the introduction segment.

– The airfryer winner will be announced during the recipe preparation segment.

– The airfryer basket winner(s) will be announced after the airfryer demonstration.

6. Winner Notification: Winners will be notified by email and/or phone within 24 hours of the winning announcement. If the winner cannot be contacted or does not claim the prize within 7 days of notification, we reserve the right to withdraw the prize from the winner and pick a replacement winner.

7. Prize Delivery: Prizes will be sent to the winners by courier within 7 days of their confirmation of prize acceptance.

8. Data Protection: Entry into the giveaway will be deemed as acceptance of these terms and conditions. Personal data relating to participants and winners will be used solely in accordance with current South African data protection legislation and will not be disclosed to a third party without the individual’s prior consent.

9. General:

– Shopstar PTY LTD (T/A Flick) reserves the right to cancel or amend the giveaway and these terms and conditions without notice.

– The decision of Shopstar PTY LTD (T/A Flick) in respect of all matters to do with the giveaway will be final and no correspondence will be entered into.

10. Governing Law: This giveaway and these terms and conditions will be governed by South African law, and any disputes will be subject to the exclusive jurisdiction of the courts of South Africa.

Limitation of Liability:

The Platform (Shopstar PTY LTD (T/A Flick Live)): Flick Live, its agents, employees, affiliates, or representatives will not be liable for any loss, damage, injury, or any other unforeseeable incident resulting from participants’ entry into the giveaway or their acceptance and/or use of the prizes. Flick Live is not responsible for technical, hardware, or software failures of any kind, lost or unavailable network connections, or failed, incomplete, garbled, or delayed software transmissions which may limit one’s ability to participate in the giveaway.
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The Presenter/Influencer (Chanel Brink): Chanel Brink, as well as any agents, affiliates, or representatives associated with her, will not be responsible or liable for any loss, damage, injury, or any unforeseeable incident arising from or related to the giveaway, prize, or the acceptance, possession, use, misuse, or non-use of the prize.
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The Brand (DNA Health): DNA Health, its officers, directors, employees, agents, and representatives disclaim all liability for any injuries, losses, or damages of any kind arising from or in connection with the giveaway, or the acceptance, possession, use, misuse, or non-use of the prize.
By participating in this giveaway, participants agree to release and hold harmless Flick Live, Chanel Brink, DNA Health, and their respective representatives, agents, successors, assigns, employees, officers, and directors from any and all liability, for loss, harm, damage, injury, cost, or expense whatsoever, including without limitation, property damage, personal injury (including emotional distress), and/or death, which may occur in connection with preparation for, or participation in, the giveaway, or possession, acceptance and/or use or misuse of the prize or participation in any giveaway-related or prize-related activity and for any claims or causes of action based on publicity rights, defamation, or invasion of privacy.