YUMBI General Terms

1. Introduction

We are YUMBI (Pty) Ltd. We are the service provider and owner of the application and website. This agreement is between us, the application and website owner, and you as the application and website user.

This agreement applies to your use of the YUMBI application and website. They are a white-labelled food ordering platform that allows you to communicate your orders to both collection and delivery restaurants displayed on the application and website.

Please see our website at https://www.yumbi.com/ for more information on the application and website.

These general terms permit you to download and use our application and access our website. But they prevent you from reverse-engineering, copying, or developing parts of the app and website for your personal gain. In essence, these terms establish that you have the right to use our application and website without gaining any ownership rights in them.

2. Definitions and interpretation

2.1 Definitions. In this agreement:

AFSA means the Arbitration Foundation of Southern Africa (or its successor or body nominated in writing by it in its stead);

agreement means these general terms between us and you;

business day means any day other than a Saturday, a Sunday, or a holiday (including a public or bank holiday) in the jurisdiction where our entity that entered into this agreement is organised;

calendar day means a day counted from midnight to midnight – including all days of the month, weekends (Saturday and Sunday), and public holidays;

documentation means any available installation and operating instructions, user and support manuals, and technical literature pertaining to the software that we supply with the software;

licenced device means a device you have the permission to use;

our technology means any technology that we have created, acquired or otherwise have rights in and may, in connection with the performance of our obligations under this agreement, employ, provide, modify, create or otherwise acquire rights in and includes any:

• concepts or ideas,
• methods or methodologies,
• procedures or processes,
• know-how or techniques,
• function, process, system, data, or object models,
• templates,
• the generalised features of the structure, sequence and organisation of software, user interfaces and screen designs,
• general purpose consulting and software tools, utilities, routines or frameworks,
• logic, coherence and methods of operation of systems, and
• patches or enhancements to open source libraries;

personnel means any representative, including any director, employee, agent, affiliate, consultant, or contractor;

services means any Internet-based services we or related persons provide to you related to the software;

software means the software in the form of the specific software application or website referred to under this agreement and includes upgrades, updates, or enhancements to the software application or website.

terms means the terms, consisting of:

• this agreement; and
• any other relevant specific terms, policies, disclaimers, rules and notices that the parties agree on, (including any that may be applicable to any specific services);

territory means South Africa;

third-party contractor means any contractor, supplier, licensor, or software vendor of a part of the software, which is not a party to this agreement;

third-party software means all third-party software owned by a third party but legally licensed to us for use in providing the software or services;

we, us, or our means YUMBI (Pty) Ltd that enters into this agreement and those related to it;

writing means the reproduction of information or data in physical form (includes handwritten documents, hard copy printouts and fax transmissions) or any mode of reproducing information or data in electronic form that the parties agree to use (like pdf);

you or your means the application or website user that enters into this agreement and those related to it; and

your data means any data belonging to you (including information about an identifiable person) that:

• you (or any third party on your behalf) provide to us; or
• we generate, process, or supply to you in providing the software;

but excludes any derived data that we create for our own internal purposes or which is proprietary or confidential to us or our third-party contractors.

2.2 Interpretation. All headings are inserted for reference purposes only and must not affect the interpretation of this agreement.

• Whenever "including" or "include", or "excluding" or "exclude", together with specific examples or items follow a term, they will not limit its ambit.
• Terms other than those defined within this agreement will be given their plain English meaning.
• References to any enactment will be deemed to include references to the enactment as re-enacted, amended, or extended.
• A reference to a person includes a natural and juristic person and a reference to a party includes the party’s successors or permitted assigns.
• Unless otherwise stated in this agreement, when any number of days is prescribed in this agreement the first day will be excluded and the last day included.
• The rule of construction that an agreement must be interpreted against the party responsible for its drafting or preparation does not apply.
• GMT +2 will be used to calculate any times.

3.Agreement required

You may not use the software or the services if you do not agree to this agreement. You agree to this agreement by:

• using the software in any way – such as by downloading, installing, or using the application, or accessing or browsing the website;
• using the services in any way – such as by accessing them through the software; or
• exercising any rights granted to you under this agreement.

4.End-user terms

4.1 Grant. We grant you a limited non-exclusive license to use the application or website on these end-user terms. We may cancel your license at any time for any reason. Your license cancels automatically if you do not get our written permission before using this application or website in a way these terms do not allow.

4.2 Framing and linking. You may only link to the home page of the application or website, provided that you do so in a way that is fair, legal, which does not damage our reputation or take advantage of it, and does not violate the interests of our third-party licensors. You may not deep link (link to any other page) or link in any way that could suggest that we endorse or support you, or that you have any rights in our application or website or intellectual property, unless we have given you written permission to do so. We have the right to withdraw the linking permission at any time for any reason.

4.3 Your website. You must not establish a link from a website that is not owned by you or in a way that suggests a form of association with or endorsement by us where none exists. The website from which you link must comply with the content standards set out in these terms.

4.4 Virtual agents. You may not use any technology (including spiders, crawlers, bots, and similar virtual agents) to search or gain any information from our application or website, unless we have given you written permission to do so.

4.5 Capacity. You represent and warrant that you are old enough under applicable law to enter into the agreement and are legally capable of concluding the transaction.

4.6 Breach. If you breach any of these end-user terms or infringe any other person’s rights, we may cancel your licence, block you from using the application and website, claim specific performance or damages against you, and take any other steps the law allows, without affecting our rights.

4.7 Changes to terms. We may change the end-user and general terms at any time by placing a notice on the application or website, or by updating the application or website. If you do not agree with the change, you must stop using this website or the changed terms will apply to you.

5. Your use

You agree to use:

• the software and documentation for your own purposes only and not to exploit them for commercial gain; and
• reasonable care and protection to prevent the unauthorised use, copying, publication, or dissemination of the software.

6.Services

6.1 Consent. You agree that we may provide certain services with the software. We may change or cancel these services at any time for any reason.

6.2 Acceptable use. You may not use the services in any way to:

• harm another person’s use of them; or
• gain unauthorised access to any other service or system.

6.3 Access. While we try to ensure this application or website is normally available within our business hours, we will not be liable if they are unavailable at any time or for any period. Access to the application and website may be suspended without notice.

7. Your data responsibility

You will be able to enter facts, figures, or other information into the software in electronic form. This is your data in terms of the definition above and you remain responsible for it. We take the protection of your data very seriously and will always do everything in our power to protect it. However, we are not responsible for any of your data stored on the application or website, you provide it to us at your own risk, and you indemnify us against any liability for it to the extent allowed by applicable law, including liability for information security, unauthorised access, and third-party claims.

8. Intellectual property

8.1 Your data. You own all your data. We do not own your data or other third-party content used as part of the software. All title, ownership rights and intellectual property rights in and to the content accessed through the software belong to you or the applicable content owner and may be protected by applicable copyright or other law.

8.2 Retention of rights. We have created, acquired or otherwise obtained rights in our technology and despite anything contained in this agreement, we will own all right, title, and interest in our technology.

8.3 Use of our technology. If we utilise any of our technology in connection with our performance under this agreement, our technology will remain our property and you will not acquire any right or interest in it.

8.4 Trademarks. Our logo and sub-logos, marks, and trade names are our trademarks and no person may use them without permission. Any other trademark or trade name that may appear on our marketing material is the property of its respective owner.

8.5 Restrictions. Except as expressly permitted under this agreement, the software may not be:

• modified, distributed, or used to make derivative works;
• rented, leased, loaned, sold or assigned;
• decompiled, decompiled, reverse engineered, or copied; or
• reproduced, transferred, or distributed.

8.6 Prosecution. All violations of proprietary rights or this agreement will be prosecuted to the fullest extent permissible under applicable law without limitation to our rights.

8.7 Survival. This clause survives the termination of this agreement.

9. User information

9.1 User information. The application and website may collect information from a licensed device. You consent to a licensed device transmitting this information to us.

9.2 Statistical information. We may collect statistical information by monitoring your use of the application and website for the purpose of improving them and other purposes that we communicate to you.

10. Limitation of liability

10.1 Direct and Indirect damages excluded. We are not liable for any direct, indirect, special, or consequential damages or losses that the technology or services may cause you.

10.2 We are not liable for your default. We will not be liable for any loss or damage suffered by you arising out of or in connection with any breach of this agreement by you or any act, misrepresentation, error or omission made by you.

10.3 Other goods or services. We are not liable for any other deliverable, including website, goods, or service provided by any third party.

10.4 Indemnity. Each parties agrees to indemnify, defend and hold the other party harmless against any and all:

• loss of or damage to any property or injury to or death of any person; and
• loss, damage (including attorneys’ fees on an attorney and own client basis), costs and expenses that the other party may suffer or incur arising directly or indirectly from:
  (i)any wilful misconduct or fraud of the party or its personnel; or
  (ii) a breach by a party of the other party’s proprietary or confidential information, or intellectual property.

11. Breach

11.1 Breach. If a party:

• does not fix any breach of this agreement (failure to comply with it) within seven days of receiving written notice from the other party to do so;
• breaches this agreement materially twice or more in any six-month period;
• is insolvent (bankrupt), or has some legal disability, for example, if they are placed under administration;
• takes steps to deregister itself (close down) or is deregistered;
• makes any settlement or arrangement with its creditors; or
• fails to pay a court order against it (does not satisfy a writ of execution) for more than one million rand, within 21 days;

then the other party may, without prejudice to any of its rights:

• claim specific performance of this agreement (make the party comply with this agreement); or
• immediately cancel this agreement in writing; and
• claim damages from the other party, including any claim for any fees already due.

12. Suspension of software or services

12.1 Suspension. We may immediately suspend your right to use the software or services in any of the following circumstances:

• you attempt a denial-of-service attack on any of the software or services;
• you seek to hack or break any security mechanism on any of the software or services;
• we determine in our sole discretion that your use of the software or services poses a security threat to us, our third-party licencesors, or any other user of the software or services;
• you otherwise use the software or services in a way that disrupts or threatens the software or services;
• we receive notice, or we otherwise determine, in our sole discretion, that you may be using the software or services for any illegal purpose or in any way that breaches the law or infringes the rights of any third party; or
• we determine, in our sole discretion, that our provision of any of the software or services to you is prohibited by applicable law, or has become impractical or infeasible for any legal or regulatory reason.

13. Termination

13.1 Termination for good cause. We may need to terminate this agreement immediately if we:

• discontinue the software or services,
• believe providing the software or services could burden or pose a risk to us,
• have to terminate to comply with a law, or
• believe providing the software and services has become impractical.

13.2 Notice of termination for good cause. If we need to terminate for good cause, we will give you as much notice as possible in writing.

13.3 Termination for convenience. We may, in our discretion, terminate this agreement, on reasonable written notice to you.

13.4 Survival. The termination, cancellation, or expiry of this agreement will not affect the enforceability of the terms that are intended to operate after expiry or termination.

14. Effect of termination

14.1 No expectation. We acknowledge and confirm that no expectation has been created by anyone, by this agreement or any other agreement, entitling us or you to expect:

• continued service for any period whether definite or indefinite;
• the renewal or extension of the term of any agreement; or
• the conclusion of any further agreement between you and us or our personnel.

14.2 Duties on termination. We will stop providing the software and services, you will no longer be able to access them, and we may erase your data on termination, cancellation, or expiry of this agreement.

14.3 Survival. The termination, cancellation, or expiry of this agreement will not affect the enforceability of the terms that are intended to operate after expiry or termination.

15. General

15.1 Resolving disputes. Either party may inform the other in writing if there is a dispute. The parties must first try to negotiate to end the dispute, then enter into mediation if negotiation fails, and finally go to arbitration if mediation fails.

15.2 Notices and domicile. The parties will send all notices to each others’ email addresses and choose their respective street addresses as their service addresses for all legal documents. The parties may change either address on 14 calendar days written notice to the other.

15.3 Beyond human control. Neither party is responsible for breach of this agreement caused by circumstances beyond human control, but the other party may cancel this agreement on written notice to the other if the circumstances persist for more than 60 calendar days.

15.4 Assignment, cession, or delegation. You may not assign, cede, or delegate this agreement to anyone. We may assign, cede, or delegate it to any successor or purchaser of our business or some of our assets.

15.5 Entire agreement. This agreement is the entire agreement between the parties on the subject.

15.6 Changes to the terms. We may change the terms at any time and where this affects your rights and obligations, we will notify you of any changes by placing a notice in a prominent place on our application, website, or by email. If you do not agree with the change you must stop using the software or services. If you continue to use the software or services following notification of a change to the terms, the changed terms will apply to you, and you will be deemed to have accepted such terms.

15.7 Changes to any third-party software license agreement. We will notify you of any changes to any third-party software license terms by placing a notice in a prominent place on our website or the application, or notifying you by email. The updated third- party software license terms will be effective immediately and you will be deemed to have accepted them upon notification.

15.8 Acceptance of changes. If you do not agree with the changes, you must stop using the service. If you continue to use the service following notification of a change, the changed terms will apply to you and you will be deemed to have accepted them.

15.9 Waiver (giving up of rights). Any favour we may allow you will not affect or substitute any of our rights against you.

15.10 Severability. If any term is void (invalid), unenforceable, or illegal, the term may be severed (removed) from and will not affect the rest of this agreement if it does not change its purpose.

15.11 Governing law. South African law governs this agreement.

15.12 Jurisdiction. You consent to the jurisdiction of the Magistrate’s Court in respect of any action or proceedings that we may bring against you in connection with this agreement, even if the action or proceedings would otherwise be beyond its jurisdiction without prejudice to our right to institute any action in any other court having jurisdiction.

COOKIE POLICY

About this cookie policy

This Cookie Policy explains what cookies are and how we use them, the types of cookies we use, i.e. the information we collect using cookies and how that information is used, and how to control the cookie preferences. It applies when you visit our website or use our app.

For further information on how we use, store, and keep your personal data secure, see our Privacy Policy.

You can at any time change or withdraw your consent from the Cookie Declaration on our website by clearing your cookies on your devices web browser, or deleting our app from your phone. To learn how to do this, read the "How can I control the cookie preferences" section below.

What are cookies ?

Cookies are small text files that are used to store small pieces of information. They are stored on your device when the website is loaded on your browser or you use our app.

These cookies help us make the website or app function properly, make it more secure, provide better user experience, and understand how the website performs and to analyse what works and where it needs improvement.

How do we use cookies ?

As most of the online services, our website uses first-party and third-party cookies for several purposes. First-party cookies are mostly necessary for the website to function the right way, and they do not collect any of your personally identifiable data.

The third-party cookies used on our website are mainly for understanding how the website performs, how you interact with our website, keeping our services secure, providing advertisements that are relevant to you, and all in all providing you with a better and improved user experience and help speed up your future interactions with our website.

What types of cookies do we use ?

Website

Essential: Some cookies are essential for you to be able to experience the full functionality of our site. They allow us to maintain user sessions and prevent any security threats. They do not collect or store any personal information. For example, these cookies allow you to log-in to your account and add products to your basket, and checkout securely.

Statistics: These cookies store information like the number of visitors to the website, the number of unique visitors, which pages of the website have been visited, the source of the visit, etc. These data help us understand and analyze how well the website performs and where it needs improvement.

Marketing: Our website displays advertisements. These cookies are used to personalize the advertisements that we show to you so that they are meaningful to you. These cookies also help us keep track of the efficiency of these ad campaigns. The information stored in these cookies may also be used by the third-party ad providers to show you ads on other websites on the browser as well.

Functional: These are the cookies that help certain non-essential functionalities on our website. These functionalities include embedding content like videos or sharing content of the website on social media platforms.

Preferences: These cookies help us store your settings and browsing preferences like language preferences so that you have a better and efficient experience on future visits to the website.

App

When you use our app, an identifier of your mobile phone or tablet may be sent to us depending on the preferences you have expressed in your mobile phone or tablet, to track certain activities for advertising purposes. In iOS, this identifier is called 'IDFA' (ID for Advertising). In Android (Google Play), this identifier is called 'AAID' (Android Advertising ID).

How can I control the cookie preferences ?

Different browsers provide different methods to block and delete cookies used by websites. You can change the settings of your browser to block/delete the cookies. To find out more about how to manage and delete cookies, visit www.allaboutcookies.org.

You can deactivate the ad-tracking system to prevent our app from using your advertising ID to display targeted advertising with:

• Android, go to the 'Google settings' and activate the 'Opt-out of Interest-based ads' option; and
• iOS, go to 'Settings', 'Privacy', 'Apple Advertising' and turn off the 'Personalized Ads' option.