In this Agreement unless otherwise required or indicated by the context:
AgMarket provides the AgMarket Website as a platform for Vendors to market and sell their products hosted on the AgMarket platform and whereby Users can purchase the products.
This Agreement regulates the use of the AgMarket Website, which is developed and owned by AgMarket.
Registration as a User
To purchase products or to create a product wish list, all new Users will need to register on the AgMarket Website. When creating an account, you (the User) must ensure you provide AgMarket with information that is accurate, complete, and current at all times. Failure to do so will constitute a breach of these Terms, which may result in immediate termination of your account.
You (the User) are responsible for safeguarding the password that you have selected to access the AgMarket Website. You (the User) are responsible and for any and all activities or actions performed under your profile, whether your password is stored with AgMarket or a third-party service. You (the User) agree not to disclose your password to any third party. You (the User) must notify AgMarket of any breach of security or unauthorised use of your account immediately upon becoming aware of such a breach or unauthorised use of account.
After the User ‘s password to their account has been entered, AgMarket will assume that any transaction made using the AgMarket Website is authorised by the User. If an unauthorised third party uses the User’s password to access their profile, AgMarket may process the transaction and the information provided as if the User authorised it.
Availability of the service
If the User is in an area where there is weak or limited connectivity and/or the User attempts to access the AgMarket Website whilst being offline, the AgMarket Website may not function correctly and the User may not be using the most recent version of the AgMarket Website. AgMarket will not be liable for any damages suffered by a User arising from the use of an outdated version of the AgMarket Website or from using the AgMarket Website in an area of weak or limited connectivity.
Standard data costs will be charged when a User utilises the AgMarket Website. These costs are charged by the User’s mobile network operator or internet service provider, and AgMarket will in no way be held liable for any claim arising from these data costs including any claims of heightened data usage. Any questions related to a User’s data costs must be referred to their individual mobile network operator or internet service provider.
The AgMarket Website service may be interrupted for the one-off following reasons, including but not limited to maintenance, repairs, upgrades, or network or equipment failures. AgMarket may discontinue some or all of our services, including certain features and the support for certain devices and platforms, at any time.
Events beyond the control of AgMarket may affect the services offered. Such events may include events of force majeure.
Hosting and transfer of data
Data relating to the User, including User Data and System Data, may be hosted and processed in a country or jurisdiction other than the one where the User is based in, and may be transferred to suit the AgMarket’s operational requirements between countries around the world that may not have the same data protection and privacy laws as in the User’s jurisdiction. AgMarket will not host or transfer such data to a country or jurisdiction that does in support data protection and privacy laws to the same standard as those set out in the Terms.
Links to other websites
AgMarket’s service may contain links to third-party websites or services that are not owned or controlled by AgMarket, including any third-party credit and debit card payment service. AgMarket has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. The User further acknowledges and agrees that AgMarket shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such websites or services.
Transacting through the AgMarket Website
AgMarket and any third-party credit and debit card payment service will act on instructions that appear to have been sent by a registered User. The User must confirm that any purchase made is correct with respect to the contents of their purchase. Once the User submits their transaction it cannot be reversed. AgMarket is not responsible for any loss the User may suffer if the User enters the incorrect details for their transaction. AgMarket will process the User’s instruction to debit the User’s account in real time.
The User will receive confirmation of their purchase order once the shopping cart tab of the User’s profile menu of the AgMarket Website has been updated and reflects the order number of the transaction. Up until that point in time the User should not assume their transaction has been processed. AgMarket is not responsible for any loss or damage the User may suffer because they repeated a purchase and in consequence thereof AgMarket repeated the debit from their account.
A valid payment method, including credit card or electronic fund transfer, is required to process the payment for a User’s purchase. The User shall provide AgMarket or its designated third-party payment processing company, with accurate and complete billing information including their full name, address, telephone number, and other information required for a valid payment. By submitting such payment information, the User automatically authorises AgMarket to charge the fees for the products in the shopping cart.
AgMarket makes use of third-party payment processing companies to collect payment information, which may include your credit card number, billing address and phone number. AgMarket will only share this payment information with such third-party processing companies as required. AgMarket will not collect or store any User’s payment information.
Except when required by law, paid amounts for the products purchased are non-refundable.
Termination of the service
AgMarket may modify, suspend, or terminate the User’s access to or use of the AgMarket Website anytime and for any reason, if the User violates any law, Term/s of this Agreement or creates harm, risk, or possible legal exposure for AgMarket, its users or any other third party.
The following provisions will survive any termination of your relationship with AgMarket: “Confidentiality and non-solicitation”, “Indemnity and limitation of liability” and “Copyright and “Intellectual Property”.
Information that you provide
When a User registers as a User and through the ongoing use of the AgMarket Website, AgMarket shall collect information from the User, including but not limited to one or more of the following fields:
Collecting of service-related information
The following types of information are collected in the background through the User’s use of the AgMarket Website:
Security and protection of information
The User’s user and System Data are private and confidential and are treated as such. AgMarket takes all reasonable steps to secure and protect your data during hosting and transmission and to ensure that your information is handled in accordance with the Terms.
However, it is possible for Internet-based communications to be intercepted or servers to be hacked. AgMarket will not be responsible for any damages the User or any third-party may suffer as a result of the hosting or transmission of confidential or disclosed information that the User makes to AgMarket through the Internet, or that the User expressly or implicitly authorises AgMarket to make, or for any errors or any changes made to any transmitted information.
To ensure acquaintance with and awareness of the privacy measures and policies of AgMarket, the User is urged to take care to read and understand the underlying privacy clauses incorporated in these Terms.
Using and sharing of information
AgMarket may not use and share the User and System Data we collect from the User.
AgMarket undertakes not to share any of the User’s User or Systems Data that are deemed of a personal or private nature.
AgMarket retains the right to transfer the User’s information to a new owner if the ownership of all or substantially all of our business should change, in which case the terms of this Agreement will still apply until the Terms are updated or amended by the acquiring party upon notice to the User.
AgMarket may release account information or User Data when we believe, in good faith, that such release is reasonably necessary to (a) comply with law, (b) enforce or apply the terms of any of our user agreements or (c) protect our, our Users or any other relevant third parties’ rights, property or safety.
Using data for research and benchmark purposes
The User hereby provides consent for their de-identified User and System data to be used for research relating to purchases of the products. The User also consent to the use of aggregate User and System data for statistical and benchmark purposes.
Local storage is a more secure way for web-applications to store large amounts of data locally in the User’s browser without affecting the web-application’s performance. AgMarket uses local storage to store some of the User Data to improve the application’s performance and to allow the User to use the application to some extent, whilst offline when an Internet connection is not available.
When a User logs out of the AgMarket Website any information stored in local storage is cleared. The User can choose to disable local storage in the settings menu. Please note that disabling local storage will detrimentally affect the User’s experience with the AgMarket Website.
Data protection and use of information
AgMarket may, and the User expressly consents to, the collecting and processing of their User Data and System Data by AgMarket to open, administer and operate the User’s profile and account; provide any combination of services or analysis linked to AgMarket, monitor and analyse the conduct on the User’s profile and account for fraud, compliance and other risk-related purposes; carry out statistical and other analyses to identify potential markets and trends; and develop new products and services.
The User expressly consents that AgMarket may process and further process the User Data and System Data within AgMarket for the above purposes; disclose their Personal Information to any person who provides services to AgMarket or acts as their agent or to whom AgMarket has transferred or proposed to transfer any of their rights and duties in respect of a User’s account and/or share the User’s User Data and System Data with their services providers, locally and outside the Republic of South Africa, as necessary. AgMarket demands that any third-party service providers to AgMarket agrees to their strict privacy policies if they need to access any Personal Information to carry out their services.
The User acknowledges that AgMarket will at all times remain responsible for determining the purpose of and means for processing the User’s User Data and System Data; and AgMarket is required by legislation to collect certain of Personal Information from the User, without which AgMarket will be unable to offer the products for purchase by a User.
The User agrees that they are providing AgMarket with their Personal Information voluntarily and freely.
Indemnity and limitation of liability
None of the content, including any information or articles published pertaining to specific aspects of the business of AgMarket, must be construed as advice in respect of such aspect. Neither AgMarket, its Vendors, employees, directors, partners, affiliates, nor any of the aforementioned parties’ agents can be held liable for any damages, of whatsoever nature, due to such action by any User.
Neither AgMarket nor any holding company, affiliate, agent, subsidiary of AgMarket or owners, will be held responsible for any damage of any kind, related to the use of, or the inability to access or use the content or the AgMarket Website or any functionality, or of any linked website to the extent permissible by law.
The User indemnifies AgMarket against any loss or damages (direct, indirect and consequential) that AgMarket may suffer because:
The User acknowledges and agrees that the Terms are entered into between the User and AgMarket and does not govern the relationship between the User and any third party.
Amendments to the agreement
AgMarket may change, modify, add to or remove from portions or the whole of these Terms. Changes to this Agreement will become effective when the changes are posted on the AgMarket Website. AgMarket will notify the User of the by posting a prominent notice on the AgMarket Website. The User’s continued use of the AgMarket Website following the posting of changes or updates will be considered notice of the User’s acceptance of the updated terms in the Agreement, including any changes or updates.
Complaints and disputes
Users can file complaints by means of the “contact us” tab on the AgMarket Website. Currently, AgMarket does not subscribe to any alternative dispute resolution code or mechanism and a User may approach the courts should the dispute or complaint not be resolved.
The User’s use of the AgMarket Website is dependent on factors beyond AgMarket control, such as the User’s network coverage or network availability as well as or their device’s proficiency and/or capacity. AgMarket is not liable of any loss or damages the User may suffer if a factor beyond AgMarket’s control arises and you cannot access the AgMarket Website.
AgMarket nor any holding company, affiliate, agent, or subsidiary thereof are responsible for any loss or damages related to User’s use of the AgMarket Website or any Intellectual Property flowing from their use. This includes, without limitation, any damage, or loss or liability of any nature incurred by whoever as a result of any action or omission.
AgMarket is not responsible for any loss or damage where:
Confidentiality and non-solicitation
During the period of this Agreement and subsequent thereto, the parties will keep confidential and will not make use of, directly or indirectly, and, if applicable, will not disclose any of the parties’ intellectual property which may include, but not be limited to trademarks, trade secrets or confidential information including, but not limited to, technical know-how and data, plans, drawings, systems, URLs, methods, software, processes, client lists, business affairs, Vendors' lists, marketing information or financial information, or those of its subsidiary or associate companies or those of persons who have made disclosures to a party under conditions of confidentiality, other than to persons authorised by a party or those employed by a party who are required to know such secrets or to have such information for the purpose of their employment with a party.
Should a party be uncertain as to whether any information is confidential or is a trade secret, the party will in writing request a ruling from the other party.
The User will immediately inform AgMarket should it at any stage during the period of this Agreement become aware of any unlawful disclosure or use of any such confidential information by any other person. The User will deal with the issue on a confidential basis.
The obligations contained in this clause will survive the termination of this Agreement and will endure for a period of 3 (three) years after the termination.
Each party undertakes forthwith to inform the other of them in writing should any demand or request for information relating to or in connection with the subject matter of this Agreement be received, irrespective of whether such request or demand is formulated in terms of any relevant legislation, or on any other grounds.
AgMarket may suspend or disconnect the User from using the AgMarket Website if they are in breach of a clause as contained in this Agreement and do not remedy the breach within 5 (five) days after AgMarket has requested them to do so. AgMarket may still take other legal steps available to them, including but not limited to applying to a court for an urgent interdict against the User.
Copyright and intellectual property
“Intellectual Property” shall mean without limitation, any and all inventions, specifications, patents, designs, trademarks whether registered or not, service marks, trade names and all goodwill associated with the foregoing; present and future copyrights and copyrightable works, including, but not limited to, logos, devices, designs, technical or other drawings, cinematographic films, photographs, literary works, sound recordings and computer software programs (in both source and object code form, and including any programmers’ or developers’ notes, flow charts, memoranda and design documents); rights protecting goodwill and reputation; proprietary material, know-how, ideas, concepts, trade secrets, methods, techniques, graphics; schematics; marketing; sales and user data; domain names and URLs; databases and rights in databases, confidential information and all other intellectual property rights and rights of a similar nature whether registered or capable of registration, rights in the nature of any of the above items whether registered or unregistered in any country or jurisdiction and all applications and rights to apply for protection of any of the same.
AgMarket has a non-exclusive use to sell and distribute the products of different Vendors in the Republic of South Africa.
All products available on the AgMarket Website belongs to third parties. AgMarket may provide links to third-party websites, as a convenience to the User.
The User agrees that AgMarket is not liable for any of the following:
The User acknowledges that:
The User indemnifies AgMarket against all actions, claims, costs, demands, expenses and other liabilities suffered or incurred by us as a result of any third-party claims initiated and/or instituted against AgMarket relating to the User ‘s unauthorised use, disclosure or sharing of the AgMarket Website, the content thereon and/or any other Intellectual Property and Intellectual Property Rights flowing from the foregoing.
Any breach of the terms under this clause entitles AgMarket, in addition to their normal common law remedies, to take legal action without prior notice to the User and the User agrees to reimburse the costs associated with such legal action AgMarket.
Feedback provided by the User to AgMarket about any aspect or feature of the AgMarket Website may be used by AgMarket without any obligation to the User.
Choice of law
The AgMarket Website is controlled, operated and administered by AgMarket from its offices within the Republic of South Africa.
The Agreement will be governed by the laws of the Republic of South Africa, and the User consents to the jurisdiction of the Gauteng High Court in the event of any dispute.
If any of the provisions of the Agreement are found by a court of competent jurisdiction to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible so as to give effect to the intent of the Terms, and the remainder of the Terms will continue in full force.
This Agreement contains all the provisions agreed on by the Parties with regard to the use of the content and the AgMarket Website and the Parties waive the right to rely on any alleged provision not expressly contained in this Agreement. No contract varying, adding to, deleting from or cancelling this Agreement, and no waiver of any right under this Agreement, by the User shall be effective unless reduced to writing and signed by or on behalf of the Parties.
The invalidity, illegality, or unenforceability of any of the clauses in these Terms will not affect the validity, legality, and enforceability of the remaining clauses of this Agreement.
AgMarket may terminate the AgMarket Website any time, without notice.
If a User account is stopped or cancelled for any reason, AgMarket may suspend the User’s access to login to the AgMarket Website, until the User has a new account registered.
AgMarket will send any legal documents or notices to you to the email address registered on the User ‘s profile or through the AgMarket Website message system. AgMarket will regard a communication sent by email as having been received by the User one day after it was sent. Any legal document of notice to be served in legal proceedings must be written on paper.
User contact information
If you have any questions about the AgMarket Website you can contact us by means of the “contact us” tab.
Distribution and communication by email
Any email communication received from AgMarket is privileged and confidential and for the use of the intended User only. If a User receives an email in error, please notify AgMarket directly and delete the email and any attachments. Unauthorized use, disclosure or copying of the contents of an email received in error, or any similar action, is prohibited. WARNING: From time to time, AgMarket ‘s spam scanners may eliminate legitimate email from a User. There is a duty on the User to ensure AgMarket acknowledges receipt of the User’s instruction.