1 GENERAL
1.1 In this document the following words shall have the
meaning ascribed to them:
1.1.1 “Agreement” means the agreement concluded
between Diginu and the Merchant in accordance
with these Terms upon acceptance of these Terms by
the Merchant;
1.1.2 “Application” means the Diginu mobile application;
1.1.3 “Business Day” means any day other than a
Saturday, Sunday or recognised public holiday in the
Republic of South Africa;
1.1.4 “Diginu” means DigiLiv Group (Pty) Ltd (Registration
Number 2019/385836/07), e-mail address:
[email protected];
1.1.5 “diginuPay” means the diginuPay App electronic
private e-wallet;
1.1.6 “Estimated Preparation Time” means the estimated
time the Merchant takes to prepare and package its
Products;
1.1.7 “Gateway Fee” means the third-party payment
gateway service fee payable on each Order;
1.1.8 “Immediate Order” means an Order made by the
User for collection or delivery as soon as possible, but
not before expiry of the Estimated Preparation Time;
1.1.9 “Menu Price” means the total price to be charged by
the Merchant to Users and displayed on the
Merchant’s Menu, being the Product Price plus the
Service Fee;
1.1.10 “Merchant” means the person or entity concluding
these Terms with Diginu;
1.1.11 “Merchant’s Menu” means the menu to be
displayed by the Merchant via the Merchant’s
Profile;
1.1.12 “Merchant’s Profile” means the virtual profile to be
created by Diginu for the Merchant which may be
accessed by the Merchant using its user name and
password;
1.1.13 “Merchant Data” means all information and
documents uploaded by the Merchant onto the
Platforms;
1.1.14 “Merchant Delivery Service” means the delivery
service rendered by the Merchant to the User in
accordance with clause 13.3, where applicable;
1.1.15 “Order” means the final order placed by the User for
the Products from the Merchant;
1.1.16 “Order Price” means the total price charged to the
User for the Order;
1.1.17 “Parties” means Diginu and the Merchant and
“Party” means either one of them;
1.1.18 “Platforms” means the Website and the Application;
1.1.19 “Personal Information” has the meaning assigned to
that term in the POPI Act;
1.1.20 “POPI Act” means the Protection of Personal
Information Act No 4 of 2013 and includes the
regulations published under that Act, and any
amendments to that Act and/or the regulations from
time to time (if any);
1.1.21 “Products” means those products listed on the
Menus to be made available by the Merchant for
purchase by the Users, including food, beverages and
other listed items;
1.1.22 “Product Price” means the price charged by the

Merchant to Users for its Products, including VAT but
excluding the Service Fee;
1.1.23 “Registered Cell Phones” means those cell phone
numbers provided by the Merchant during the
Registration Process or any replacements to those
numbers accepted by Diginu from time to time;
1.1.24 “Registration Process” means the registration
process to be completed by the Merchant via the
System, as more fully set out in clause 5;
1.1.25 “Responsible Party” has the meaning ascribed to
that term in the POPI Act;
1.1.26 “Scheduled Order” means an Order made by the
User for the collection of the Products at a Scheduled
Time;
1.1.27 “Scheduled Time” means the time selected by the
User for collection of the Scheduled Order;
1.1.28 “Services” means those services provided by Diginu
through the System;
1.1.29 “Service Fee” means the service fee charged by
Diginu to the Merchant in accordance with clause 9,
which is inclusive of VAT and the Gateway Fee;
1.1.30 “System” means the intellectual property, software,
hardware, materials and all other third party
software, electronic, computer, telecommunication
devices and other equipment used by Diginu and/or
its sub-contractor(s) for the provision of the
Platforms and the Services including any and all
interfaces to the equipment for the purpose of
interacting with the Merchant, the Third Party
Delivery Service Providers and the Users;
1.1.31 “Terms” means the terms and conditions set out in
this document, as may be amended, varied or added
to from time to time by Diginu;
1.1.32 “Third Party Delivery Fee” means the delivery fee for
the Third Party Delivery Services as specified by
Diginu via the Platforms from time to time;
1.1.33 “Third Party Delivery Service” means the third party
delivery service rendered by the Third Party Delivery
Service Providers;
1.1.34 “Third Party Delivery Service Providers” means
those independent third party transportation
providers and independent third party logistics
providers under agreement with Diginu who perform
Third Party Delivery Services for or on behalf of
Users;
1.1.35 “Trademarks” means trademarks, service marks,
trade names, copyrights, logos, slogans, content,
media, materials, identifying symbols and indicia of
the applicable Party;
1.1.36 “User” means a user of the Diginu Platforms who
places the Order with the Merchant;
1.1.37 “VAT Act” means the Value-Added Tax Act No. 89 of
1991; and
1.1.38 “Website” means https://www.diginu.com.
2 INTRODUCTION
2.1 Diginu owns and operates the System and has contracted
with various Third Party Delivery Service Providers.
2.2 The Merchant wishes to register for the Services and
Diginu intends to make the Services available to the
Merchant for the term referred to in clause 4.
2.3 The Merchant acknowledgesthat Diginu does not provide
transportation or logistics services, nor does it function as
a transportation carrier and that all such transportation or

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logistics services are provided by the Merchant or Third
Party Delivery Service Providers who are not employed by
Diginu nor any of its affiliates.
3 ACCEPTANCE OF THESE TERMS
3.1 The Merchant unconditionally and irrevocably agrees, for
as long as it accesses and/or makes use of the Services, to
be bound by and comply with these Terms.
3.2 Any changes to these Terms will be communicated to the
Merchant via e-mail, sms or updated on the Platforms and
such changes will be effective 14 (fourteen) days
thereafter. By continuing to use the System and/or the
Services after such changes come into effect, the
Merchant unconditionally and irrevocably agrees to be
bound by the Terms.
3.3 As Diginu is required by law to communicate changes and
updates to the Terms to the Merchant, any
communication in this regard will not be subject to any
opt out clause the Merchant may have communicated to
Diginu or any third party.
3.4 The Merchant shall ensure that its personal details
(including contact details) are kept up to date.
4 TERM
4.1 An agreement, as amended from time to time in
accordance wih these Terms, (“Agreement”) shall come
into effect between the Merchant and Diginu in
accordance with these Terms on the date of acceptance
of these Terms by the Merchant and such agreement shall
continue indefinitely, subject to termination in
accordance with these Terms.
4.2 Diginu may terminate the Agreement at any time for
convenience and without cause upon giving the Merchant
no less than 10 days’ prior written notice thereof.
4.3 The Merchant may terminate the Agreement at any time
for convenience and without cause upon giving Diginu no
less than 1 Business Day’s prior written notice thereof.
4.4 Diginu will disable the Merchant’s Profile upon the expiry
of the notice period referred to in clause 4.2 or 4.3, as
applicable.
4.5 Any termination in accordance with this clause shall not
affect the rights and obligations of either Party which
accrued prior to such termination.
4.6 The Merchant unconditionally and irrevocably agrees, for
as long as it accesses and/or makes use of the Services, to
be bound by and comply with the Agreement.
5 REGISTRATION
5.1 In order to use the Services the Merchant will be required
to complete the Registration Process referred to below.
5.2 To complete the Registration Process, the Merchant must
–
5.2.1 use the accredited merchant marketer’s m-link
provided by the accredited merchant marketer to
prospective merchants to register;
5.2.2 visit the Website;
5.2.3 select “Register” in the “Merchant” menu tab;
5.2.4 complete the registration form by inserting the
Merchant Data; and
5.2.5 accept these Terms
5.3 Diginu will create a Merchant’s Profile once the Merchant
has selected a user name and password and has

successfully completed the Registration Process.
6 THE MENU & MERCHANT PROFILE
6.1 Following registration the Merchant shall with the
assistance of the accredited merchant marketer –
6.1.1 log onto the System using the Username and
Password; and
6.1.2 upload the Menu and other information required by
Diginu onto the Platforms by following the procedure
therefore set out in the Platforms.
6.2 The Merchant must prominently display on the:
6.2.1 Menu –
6.2.1.1 the Products offered and a short description, if

applicable;
6.2.1.2 the Menu Prices;
6.2.2 Profile –
6.2.2.1 operating hours of the Merchant; and
6.2.3 any other information required by Diginu from time
to time.
7 ORDERS
7.1 Ordering of Products shall take place as follows:
7.1.1 the Users shall be entitled to select Products for
purchase from the Merchant’s Menu using the
Platforms by “adding to basket” and shall be entitled
to place an order for the final selection of Products;
7.1.2 if an Order is placed by the User the Order will be
manually accepted by the Merhant within one
minute via the Platform and the User will be billed
for the Menu Price, the Delivery Fee, an Admin Fee,
as well as any driver gratuity as per the User’s
discretion, as applicable.
7.1.3 Diginu will notify the Merchant of the Order by way
of the Platform of the Merchant, or by any other
technology in use from time to time by Diginu.
7.1.4 If, after confirmation of the Order, the Merchant is
unable to proceed with the Order for any reason, it
shall be entitled to cancel the Order, provided that
such cancellation is done within ten minutes of the
Order being placed.
7.1.5 In the event of a cancellation of an Order by the
Merchant the Merchant must immediately indicate it
on the Platform and the User will be refunded in full
for all amounts paid by them in respect of that Order.
7.1.6 Notwithstanding clause 7.1.5, in the event of a
cancellation of an Order by the Merchant the
Merchant shall remain liable to Diginu for the full
Service Fee and the Third Party Delivery Fee (if
applicable).
7.1.7 The User shall not be entitled to cancel an Order via
the Platform once an Order is placed.
7.2 The Merchant acknowledges and agrees that the
acceptance by Diginu on behalf of the Merchant of the
Order in accordance with this clause shall result in a
binding contract of sale between the User and the
Merchant in respect of the Order, subject to the right of
cancellation by the Merchant in accordance with this
clause.
7.3 The Merchant will be responsible for
7.3.1 ensuring that it’s operating times are correctly
recorded on the Platform to enable Diginu to switch
the status of the Merchant’s Profile to “off-line”
outside of these operating times; and

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7.3.2 switching the status of the Merchant’s Profile to off-
line in circumstances where it is unable for any

reason (including, but not limited to, a strike, lock-
out or other force majeure event) to fulfil orders; and

7.3.3 listing Products as “out-of-stock” where that Product
is unavailable for any reason.
7.4 Diginu shall under no circumstances be liable for any
damages or losses incurred by the Merchant as a result of
its failure to comply with its obligations under clause 7.3,
including Service Fees and/or Third Party Delivery Fees
charged to the Merchant in accordance with this clause.
8 USER QUERIES AND/OR COMPLAINTS
8.1 Diginu shall not be responsible for dealing with Users in
respect of any Product related queries and/or complaints.
Diginu shall be entitled to refer the User directly to the
Merchant in respect of any such queries and/or
complaints.
8.2 diginu shall take responsibility for the transit and delivery
of the product, as received from the Merchant, to the
User and undertake to train and best prepare the
independent delivery driver on how to best handle the
goods to protect the integrity of the product.
8.3 Diginu shall however be the direct point of contact with
the User in respect of queries and/or complaints
regarding the Platform and Delivery of goods.
9 SERVICE FEE
9.1 In respect of Orders placed by the User for collection
and/or delivery of Products in accordance with clause 13
the Merchant shall receive full menu price from Diginu as
set up by the Merchant Marketer and approved by the
Mechant, with a 15% (fifteen percent) Service Fee added
to the Menu Price which will be received by diginu in full.
9.2 It is the Merchant’s responsibility to confirm that the
Menu Prices are correct with the 15% (fifteen percent)
Service Fee added.
9.3 Except as may be expressly agreed in these Terms, each
Party will be responsible for its own expenses and costs
during its performance under these Terms.
10 PAYMENT TERMS
10.1 The Merchant authorises Diginu to accept payment from
the User for and on behalf of the Merchant.
10.2 Diginu will remit to the Merchant the total Order Price
(less the Service Fee, Admin Fee, Delivery Fee and any
driver gratuity) collected by Diginu on behalf of the
Merchant via the Platforms (including any VAT collected
on its behalf) less any refunds or rebates given to Users
and chargebacks and/or amounts disputed by cardholders
(such final remitted amount being the “Product
Revenue”). All Product Revenue that is duly owed to the
Merchant will be remitted weekly on a Friday via
electronic funds transfer, or instantly should the
Merchant have opted in for diginuPay, provided the
successful approval of KYC documents.
10.3 Should the Merchant opt for bank EFT rather than
diginuPay, the bank charges for every EFT will be R20,00
(twenty rand).
10.4 Diginu will be responsible for paying the Third Party
Delivery Fee received by it from the Users to the Third
Party Delivery Service Provider.

10.5 If reasonable, Diginu may adjust the remittance of
Product Revenue collected on the Merchant’s behalf for
reasons including fees and charges payable by the
Merchant in the event of any Orders being cancelled by
the Merchant, failure to fully or partially fulfil an Order or
making a correction on a Product. The Merchant may
identify any disagreements in connection with such
adjustments through the Platform. Diginu reserves the
right to collect any amounts in connection with such
adjustments via a deduction from the remittance of
Product Revenue collected on the Merchant’s behalf, or
otherwise seeking reimbursement from the Merchant by
any lawful collection methods available. In more serious
situations, such as fraud (including any charges for Items
that Users did not place) or User complaints, Diginu
reserves the right to cancel a payment entirely.
10.6 It is expressly recorded that the Merchant shall remain
responsible to Diginu for payment of the Service Fee
notwithstanding any refunds or rebates provided by the
Merchant or Diginu on behalf of the Merchant to Users in
accordance with this clause.
10.7 Diginu uses a third-party payment processor (the
“Payment Processor”) to process payments made through
the Platforms. The processing of these payments will be
subject to the terms, conditions and privacy policies of the
payment processor. Diginu is not responsible for and gives
no warranties nor makes any representations in respect
of the privacy policies or practices of linked or any third
party or advertised web sites, including but not limited to
its payment processor.
11 THE MERCHANT’S OBLIGATIONS
11.1 The Merchant shall, in addition to all other obligations set
out in these Terms, at all relevant times –
11.1.1 ensure that the Merchant Data provided by the
Merchant to Diginu and/or uploaded by it onto the
Platforms is up-to-date, accurate, reliable and valid
in accordance with applicable laws;
11.1.2 be responsible for checking that the Merchant Data
has been successfully uploaded and is stored in the
relevant location;
11.1.3 continuously update the Merchant Data to make
sure that it is correct and up to date;
11.1.4 not disclose its Merchant Credentials and/or
password to any third party;
11.1.5 not use the System or the Services in any manner
which violates these Terms or any applicable laws;
11.1.6 comply with all reasonable requests of Diginu in
relation to its use of the Platforms; and
11.1.7 maintain all necessary back-ups of the Merchant
Data.
11.2 Diginu may, from time to time, require the Merchant to
provide certain additional information and/or samples
(“Additional Materials”) pertaining to particular
Products, their preparation or their pricing for Diginu’s
audit or inspection purposes or to comply with other
applicable laws or regulations. If the Merchant fails to
timely provide Additional Information in response to
notification and request by Diginu, Diginu expressly
reserves the right to temporarily remove affected
Products from the Merchant’s Menu on the Platforms
until such Additional Information is received.

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12 SUSPENSION AND RESTRICTION OF THE SERVICES
12.1 Diginu reserves the right at any time to suspend or restrict
the Services (or any part thereof) with or without notice
if:
12.1.1 the Merchant has breached any of these Terms;
12.1.2 Diginu, in its sole discretion, believes that the
Merchant has misused the Services or has violated
any applicable laws in connection with the use of the
Services;
12.1.3 an event involving Merchant that, in Diginu’s
reasonable judgment, causes it to have significant
concern for the reputation of any of its respective
Trademarks or brand, including matters related to
the alleged violation of any applicable retail food or
other health or safety regulations; and/or
12.1.4 Diginu believes it is necessary to prevent loss or
damage to it, Users or the Merchant and/or to
prevent corruption or loss of Merchant Data.
12.2 In addition, Diginu reserves the right to temporarily
suspend the Services for any modification, maintenance
or repair work or for any other reason that requires the
temporary suspension of the functionalities of the
System.
12.3 The Merchant agrees that Diginu shall not be liable to the
Merchant or to any third party for any modification,
suspension or termination of the Services in terms of this
clause 11.
13 DELIVERY or CLICK AND COLLECT
13.1 Diginu will facilitate one or more of the following delivery
or click and collect options, at its choice, through the
Platforms, in which event the following will apply –
13.2 Click and Collect:
13.2.1 The Merchant will be responsible for ensuring that
the Products are ready for collection by the User
upon expiry of the Estimated Preparation Time on
any orders.
13.2.2 If the User fails to collect the Products by close of
business on the date of the Order the Merchant has
the right in its sole discretion to dispose of the
Products and the User shall remain liable for the
payment thereof.
13.3 The Merchant Delivery Service:
13.3.1 The Merchant shall be entitled to use its own delivery
service to deliver the Products at the designated
delivery location (“Delivery Location”) according to
the terms and conditions of the Independent Driver
Contractor.
13.4 Third Party Delivery Service –
13.4.1 The Merchant will be responsible for ensuring that
the Products are ready for collection by the Third
Party Delivery Service Provider prior to or upon
expiry of the Estimated Preparation Time for Orders.
13.4.2 The Third Party Delivery Service will be responsible
for collecting the Order from the Merchant and
delivering same to the User.
13.4.3 The Merchant shall notify diginu via diginuMerchant
or the merchant back office when an order is ready
for collection.
13.4.4 The Merchant is responsible for –
13.4.4.1 ensuring that the driver receives the correct
Products. Neither Diginu, the driver nor the Third
Party Delivery Service Provider will be responsible

for ensuring that the Order made and the Products
received are correct;

13.4.4.2 ensuring that it is handing over the Products to the
correct driver. The Merchant must, in this regard,
only hand over Products to a driver after the driver
gives the Merchant the correct order number.
13.4.5 The Third Party Delivery Service shall only be
available at select locations determined by Diginu
and is subject to the availability of such Third Party
Delivery Service Providers.
14 THE PRODUCTS
14.1 The Merchant must prepare, handle, store, label and
package all Products in accordance with applicable laws
and regulations, including all health and safety rules and
regulations and shall ensure that the final Product
delivered by it to the Third Party Delivery Service or
Merchant Delivery Service (in the case of deliveries) or the
User (in the case of Click and Collect) correspond with the
description of the Products in the Order and the
Merchant’s Menu.
14.2 The Merchant will ensure that the contents of its Menu
includes any notifications about ingredients, nutritional
information, allergen information, alcoholic content (if
applicable), etc., are accurate and comply with all
applicable laws and regulations.
14.3 If the Merchant fails to prepare or supply Items in
accordance with food or alcohol standards or if any
Product fails to meet the criteria referred to in clause 14.2,
Diginu may, in its sole discretion, remove such Product
from the Platforms and/or the Merchant’s Menu.
14.4 The Merchant acknowledges and agrees that neither
Diginu nor the Third Party Delivery Service Provider takes
title to any Product at any time.
14.5 However, if the Merchant reimburses a User for
substandard items the Order Price for purposes of
calculating the Service Fee shall not be reduced.
14.6 The following restricted items may not be featured or sold
via the Platforms: Products containing endangered
species, alcohol (unless duly licenced by law), tobacco or
any Products that Merchant does not have permission to
offer. Diginu may further remove from or otherwise limit
Merchant’s ability to include in the Menu to be uploaded
any Products Diginu deems prohibited or inappropriate.
14.7 Diginu may restrict the sale of Products via the Platforms
based on physical attributes of such Products(e.g., weight
(per Item or in aggregate), height, shape, or
appropriateness for delivery).
15 MARKETING
15.1 Diginu and its affiliates may showcase the availability of
Merchant’s Items via the Platforms through various
promotional activities (e.g., through social media
channels, websites, advertisements, or blogs). Diginu (or
a party designated by Diginu acting on Diginu’s behalf)
may take videos and photgraphs for marketing and other
purposesrelated to the Platforms(“Diginu Photographs”).
15.2 The Merchant agrees that the Diginu Photographs
(including all intellectual property rights therein) are and
will remain the sole and exclusive property of Diginu or its
affiliates.
15.3 In addition, the Merchant may provide videos,
photographs or other materials to Diginu or its affiliates

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(“Merchant Marketing Materials”) for use in connection
with the display of Merchant’s Items on the Platforms or
the marketing and promotion of Products and the
availability of Products via the Platforms.
15.4 The Merchant hereby grants Diginu and its affiliates a
non-exclusive, perpetual, fully paid-up and royalty free
license to use and display such Merchant Marketing
Materials in connection with Merchant’s Items and other
promotional activities relating to the Platforms.
15.5 The Merchant represents and warrants that the Merchant
Marketing Materials do not infringe, misappropriate, or
otherwise violate any third party’s intellectual property or
other proprietary rights. To the extent that the Merchant
Marketing Materials contain any third party materials,
Merchant is solely responsible for and will secure any and
all rights, licenses, consents and permissions necessary for
Diginu to be able to use the Merchant Marketing
Materials in accordance with this clause Merchant agrees
that Diginu or its affiliates may remove Merchant
Marketing Materials from the Platforms if Diginu or its
affiliates receive notice or otherwise reasonably believe
that such Merchant Marketing Materials may infringe,
misappropriate, or otherwise violate any intellectual
property or other proprietary rights.
15.6 Diginu may incentivise the Merchant and other merchants
by advertising their Products and the Merchant shall have
no claim against Diginu for the same or similar treatment.
16 RATINGS
Merchant acknowledges and agrees that, after receiving
Products, a User may be prompted by the Platforms to
provide a rating of such Platforms and, at such User’s
option, to provide comments or feedback related to the
User’s experience with Merchant and the relevant
Products on the Platform (“User Feedback”). Diginu and
its affiliates reserve the right to use, share, and display
User Feedback in any manner in connection with the
business of Diginu and its affiliates without the approval
of Merchant. Neither Diginu nor its affiliates have any
obligation to verify User Feedback, provided that Diginu
and its affiliates reserve the right in their sole discretion
to edit or remove comments in the event that such
comments include obscenities or other objectionable
content, include an individual’s name or other Personal
Information, violate any privacy or other applicable laws,
or Diginu’s or its affiliates’ content policies.
17 PROMOTIONS
17.1 Diginu may offer a promotional functionally to the
Merchant from time to time to allow the Merchant to
promote its Products through the Platforms via
promotional offers to the Users.
17.2 The Merchant shall be liable for providing the data
relating to the promotional offers and shall be responsible
for updating and/or removing the promotional offers
using the Platform’s promotional functionality.
17.3 The Merchant shall at all times be responsible for fulfilling
the promotional offers and abiding with the terms thereof
and warrants that such promotional offers are in
accordance with all applicable laws.
17.4 Diginu may, in its sole discretion and without notice to the
Merchant, remove such promotional material and/or
promotional functionality from the Platforms and may

suspend the ability of the Merchant to provide such
promotional offers.
17.5 Diginu will charge the Merchant the Service Fee based on
Order Price of the promotional offer and as such the
Merchant will be liable for the Service Fee based on the
discounted price (if any) as provided in the promotional
offer.
18 PRICING
The Merchant is responsible for determining and setting
the price for each Product (the “Product Price”), and is
ultimately responsible for the collection and remittance of
its own VAT.
19 PROTECTION OF PERSONAL INFORMATION
19.1 The Merchant acknowledges that in receiving the
Services, it may have access to Personal Information
relating to the Users. Accordingly, the Merchant shall –
19.1.1 treat the Personal Information as strictly confidential
in accordance with the provisions contained in clause
20;
19.1.2 only Process Personal Information in accordance
with applicable laws and in accordance with these
Terms;
19.1.3 not disclose or otherwise make available the
Personal Information to any third party (including
sub-contractors and staff) other than authorised
staff who require access to such Personal
Information strictly in order for the Merchant to
carry out its obligations under this Agreement,
19.1.4 ensure that all of Merchant’s staff and any other
persons having access to the Personal Information
are bound by appropriate and legally binding
confidentiality and non-use obligations in relation to
the Personal Information on substantially the same
terms and conditions as set forth in clause 20;
19.1.5 take appropriate, reasonable technical and
organisational measures to ensure that the integrity
of the Personal Information in its possession or under
its control is secure and that such Personal
Information is protected against unauthorised or
unlawful processing, accidental loss, destruction or
damage, alteration, disclosure or access by having
regard to any requirement set forth in law; stipulated
in industry rules or in codes of conduct or by a
professional body and/or generally accepted
information security practices and procedures which
apply to the Merchant and/or Diginu’s business, as
may be appropriate to discharge its obligations in
terms of this Agreement; and
19.1.6 taking appropriate, reasonable, technical and
organisational measures to ensure that the Personal
Information in its possession or under its control
remains available to the User as and when it may be
required.

19.2 The Merchant shall-
19.2.1 notify Diginu in writing immediately in the event of

the Merchant becoming aware of or having
reasonable grounds to believe that the Personal
Information of a User has been accessed or acquired
by an unauthorised person and take all appropriate
steps to limit the compromise of Personal
Information and to restore the integrity of the

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affected information systems as quickly as possible;
19.2.2 as soon as reasonably possible thereafter, the
Merchant shall be required to engage with the User
to discuss the security breach, to report all relevant
facts relating to the compromise and to accept
directions from Diginu on steps to be taken to
mitigate the extent of the compromise and loss
occasioned by the compromise; and
19.2.3 provide Diginu with details of the Personal
Information affected by the compromise, including
but not limited to, the identity of Users, the nature
and extent of the compromise, and, where possible,
details of the identity of the unauthorised person/s
who are known to or who may reasonably be
suspected of, having accessed or acquired the
Personal Information.
19.3 Immediately upon notifying the User as set forth in clause
19.2.1 –
19.3.1 at its own cost, take all necessary steps as well as
steps directed by Diginu to mitigate the continuation
of the compromise, the repetition of a similar
compromise, and mitigate the extent of the loss
occasioned by the compromise of Personal
Information;
19.3.2 implement all measures reasonably necessary to
restore the integrity of its information system as
quickly as possible;
19.3.3 only upon request by Diginu, or otherwise if required
by law, notify the Regulator and/or the affected
Users. Any such notification shall be in a form
prescribed by Diginu or the Regulator, as the case
may be, if applicable and contain such information as
is specified by Diginu;
19.3.4 under instruction and authority of Diginu, and at no
extra cost to Diginu, provide Diginu with all
assistance required by Diginu to discharge its duties
relating to a requirement by the Regulator (a) for
Diginu as Responsible Party to submit an
independent auditor’s report or other information
relating to interference with the Personal
Information of Users, (b) for Diginu to submit an
independent auditor’s report or other information to
verify that Diginu is processing Personal Information
in accordance with legislation, and/or (c) for Diginu
to submit an independent auditor’s report or other
information to verify that Diginu is otherwise
compliant with any other relevant legislation; and
19.3.5 at the request and option of Diginu, and to its
satisfaction, promptly return or destroy all Personal
Information in the possession or control of the
Merchant, including in accordance with any specific
retention, destruction and purging requirements as
may be prescribed by Diginu; and
19.3.6 not Process the Personal Information otherwise than
in accordance with clause 19.4.
19.4 The Merchant –
19.4.1 shall only Process the Personal Information of Users
for a specific, lawful purpose strictly in accordance
with Diginu’s express written instructions;
19.4.2 shall not carry out any related or further Processing
activities for any other reason whatsoever without
the express prior written consent of Diginu, save that
the Merchant may carry out reasonable further
Processing strictly in order to comply with an
obligation which is imposed on it by law; and

19.4.3 shall only Process Personal Information in a manner
that does not infringe the privacy of the Users, in
accordance with relevant legislation relating to the
Processing of Personal Information.
19.5 Without limiting any other provision of this
Agreement, including any provision in this clause 8,
Merchant will not merge any of the data collected or
otherwise obtained in connection with this
Agreement, including any Personal Information, with
other data collected from any source or otherwise use
any of the data collected or otherwise obtained in
connection with these Terms, including any Personal
Information, for the purpose of re-identification,
targeted marketing, or any other similar purpose.
19.6 This clause shall survive termination of this
Agreement.
20 CONFIDENTIAL INFORMATION
20.1 Each Party who receives information from the other
which is marked as confidential or which by its nature may
reasonably be expected to be confidential (“Confidential
Information”) agrees and undertakes –
20.1.1 to treat and safeguard the Confidential Information
as strictly private, secret and confidential;
20.1.2 not to use or permit the use of the Confidential
Information for any purpose other than as required
by it to comply with its obligations under this
Agreement;
20.1.3 not to disclose or divulge, directly or indirectly, the
Confidential Information in any manner to any third
party for any reason or purpose whatsoever without
the prior written consent of the other Party; and
20.1.4 to keep all Confidential Information safely and
securely and to take all such steps as may be
reasonably necessary to protect it against theft,
damage, loss, unauthorised access (including access
by electronic means) and to prevent Confidential
Information from falling into the hands of
unauthorised third parties.
20.2 The recipient of Confidential Information shall, at its own
expense, within 10 (ten) days from written demand by the
other Party –
20.2.1 return or destroy (as stipulated by the other Party),
and procure the return or destruction of all
Confidential Information and all copies of it (whether
in paper, electronic or other format) held by it
without keeping any copies or partial copies thereof
unless authorised;
20.2.2 delete or procure the deletion of all Confidential
Information from any computer, word processor or
other device in its possession or control; and
20.2.3 confirm in writing to us that it has complied with the
provisions above.
20.3 The recipient of Confidential Information shall not be
required to return, destroy or delete Confidential
Information to the extent that it is required to retain such
Confidential Information by law or to satisfy the rules and
regulations of a regulatory body to which it is subject. For
the avoidance of doubt, the obligations of confidentiality
contained in this clause will continue to apply to such
retained Confidential Information.
20.4 The undertakings given by the Recipient under this clause
13 shall not apply to any information which –
20.4.1 is or becomes generally available to the public other

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than by the negligence or default of the recipient of
these provisions; or
20.4.2 the other Party confirms in writing is disclosed on a
non-confidential basis;
20.5 The recipient of the Confidential Information hereby
indemnifies and holds the other Party and its staff and
subcontractors (“Indemnified Parties”) harmless against
any and all loss, action, expense, claim, harm or damages
of whatsoever nature suffered or sustained by the
Indemnified Parties pursuant to a breach or threatened
breach by the recipient of the provisions of this clause.
20.6 This clause shall survive termination of this Agreement.
21 DIGINU’S INTELLECTUAL PROPERTY
21.1 Diginu owns or is licensed to use all intellectual property
rights in and to the System, the Services and all materials,
text, drawings and data entered into or uploaded by it
onto the System (collectively the “Intellectual Property”).

21.2 Diginu grants the Merchant a non-exclusive and non-
transferable license to use the Intellectual Property for as

long as Diginu provides the Merchant with the Services
and the Merchant shall be entitled to use such Intellectual
Property solely in connection with such Services and for
no other purpose.
21.3 Any unauthorised reproduction, distribution, derivative
creation, sale, broadcast or other circulation or
exploitation of the whole or any part of the Intellectual
Property by the Merchant shall constitute an
infringement of Diginu’s rights in and to such Intellectual
Property.
21.4 Diginu will retain sole and absolute control over the
Platforms (and all elements of the user experience and
user interface relating to the Platforms), including with
respect to: (i) the personalization of the Platforms for
Users; (ii) the prioritisation and display of options
available to Users; (iii) the search functionality and results
provided to Users; (iv) the Third Party Delivery Service
Fee; and (v) adding, removing or otherwise modifying any
feature or functionality made available through the
Platforms.
21.5 Diginu owns or is licensed to use the Diginu Trademarks
displayed on the Platforms whether registered or
unregistered. Save as expressly authorised in accordance
with these Terms, the Merchant must obtain Diginu’s
prior written permission to use any of Diginu’s
Trademarks. Merchant further agrees that any use or
display of Diginu’s Trademarks will conform to the current
version of Diginu’s brand guidelines in place from time to
time which will be made available to Merchant upon
request.
21.6 Merchant represents and warrants that Merchant’s
Trademarks do not infringe, misappropriate, or otherwise
violate any third party’s intellectual property or other
proprietary rights. Diginu may remove Merchant’s Marks
from the Platforms if Diginu receive notice or otherwise
reasonably believes that such Merchant’s Trademarks
may infringe, misappropriate, or otherwise violate any
intellectual property or other proprietary rights.
21.7 Any use or display of Merchant’s Trademarks by Diginu or
its affiliates in connection with making Products available
through the Platforms in the ordinary course of business
will not require any prior, express, written consent.
21.8 All goodwill related to the use of a Party’s Trademarks by
the other Party will inure to the benefit of the owner of

the Trademarks. Except as expressly set forth herein,
neither Party will be deemed to grant the other Party any
license or rights under any intellectual property or other
proprietary rights. All rights not granted are expressly
reserved.
21.9 The Merchant may not –
21.9.1 announce any future additions, improvements or
added features to the Platforms, prior to Diginu
officially announcing it on its selected public
domains;
21.9.2 post any advertisement of Diginu on any Social
Media Platforms, printed media or via electronic mail
without Diginu’s prior written consent, save as
expressly provided for in these Terms;
21.9.3 make any alterations, additions or improvements of
any sort to the Trademarks, and in particular the
Diginu logo;
21.9.4 use any robot, spider, scraper, deep link or other
similar automated data gathering or extraction tools,
program, algorithm or methodology for any unlawful
purpose, including the unlawful access to, acquisition
of, control over, copying or monitoring of the Diginu
System and/or Platform; or
21.9.5 attempt to decipher, decompile, disassemble or
reverse-engineer any of the software comprising the
System or the Services.
21.10 The Merchant shall cease using the Trademarks upon
expiry or termination of these Terms and shall return or
destroy or materials containing the Trademarks (including
the removal of such Trademarks from its Social Media
Platforms), at the instance of Diginu.
21.11 This clause shall survive termination of this Agreement.
22 WARRANTIES
22.1 The Merchant warrants to Diginu that –
22.1.1 the Merchant Data it uploads does not copy the work
of any third party or otherwise infringe any third
party intellectual property rights and the uploading
of such Merchant Data does not and will not violate
applicable laws or the rights of any third party;
22.1.2 all Merchant Data is up-to-date, accurate and
truthful and the Merchant has the right to upload
such information to the System and/or the
Platforms;
22.1.3 the Merchant has, and will continue to have all
necessary consents to use the Services; and
22.1.4 the Merchant is and will remain in compliance with
all applicable laws and shall have in place all
necessary permits in relation to its business, the
Products and the use of the Services.
22.2 Although Diginu will always try to ensure that the
functionality of the Services are available, the Services are
provided “as is”. Subject to the Consumer Protection Act
68 of 2008 as read with any of its Regulations (collectively
“the CPA”), Diginu makes no warranties, representations,
statements or guarantees (whether express, implied in
law or residual) in this regard. Subject to the CPA, Diginu
does not warrant that the Services will –
22.2.1 meet the Merchant’s requirements or expectations;
22.2.2 be uninterrupted, timely, secure or error free;
22.2.3 meet any particular measure of accuracy,
completeness or reliability, performance or quality;
or

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22.2.4 be free of viruses or any other data or code which has
the ability to corrupt or adversely affect the
operation of the Merchant’s computer, data or
network.
23 BREACH
If any Party (“the Defaulting Party”) commits a breach of
this Agreement and/or fails to comply with any of the
provisions hereof, then the other Party shall be entitled to
give the Defaulting Party 7 (seven) days’ notice in writing
to remedy such beach and/or failure and if the Defaulting
Party fails to comply with such notice, the other Party shall
forthwith be entitled, but not obliged, without prejudice
to any other rights or remedies which the other Party may
have in law or in terms of this Agreement, including the
right to claim damages –
23.1 to cancel this agreement; or
23.2 to claim immediate performance and/or payment of all
the Defaulting Party’s obligations in terms hereof.
24 ADDRESS FOR SERVICE OF LEGAL NOTICES AND
DOCUMENTS
24.1 Each of the Parties chooses the address for the service
of legal notices and documents (“domicilium”) for the
purposes of the giving of any notice, the serving of any
process and for any other purpose arising from this
Agreement at, in respect of Diginu, its address set out
in clause 1 and, in respect of the Merchant, its address
set out in the Registration Process.
24.2 Each of the Parties shall be entitled from time to time,
by written notice to the other to vary its domicilium to
any other address within the Republic of South Africa
which is not a post office box or poste restante (a
notation written on a letter indicating that the letter
should be held at the post office until claimed by the
addressee).
24.3 Any notice given and any payment made by a Party to the
other (“the addressee”) which:
24.3.1 is delivered by hand during the normal business
hours of the addressee at the addressee’s domicilium
for the time being shall be presumed, unless the
contrary is proved by the addressee, to have been
received by the addressee at the time of the delivery;
and/or
24.3.2 is transmitted by email during normal business hours
of the addressee shall be presumed, unless the
contrary is proved by the addressee, to have been
received by the addressee within 1 (one) hour after
receipt of transmission.
24.4 Notwithstanding the provisions of clause 24.3, in the
event that a written notice or any process is actually
received by a Party, such receipt shall be valid for all
purposes under these Terms notwithstanding that it was
not received at a Party’s chosen domicilium.
25 LIMITATION OF LIABILITY
25.1 Diginu shall under no circumstances whatsoever be liable
for any direct or indirect loss or damage resulting from
inter alia:
25.1.1 an Order containing any error, the rejection of an
Order or the cancellation of an Order (other than in
circumstances referred to in clause 26.2), save in so

far as it is obliged to refund the User any amount
already paid by it in accordance with these Terms;
25.1.2 Diginu’s or the User’s use of or reliance on the
Merchant Data;
25.1.3 any liability relating to any harm caused to the Users
as a result of their handling or ingestion of the
Products (save for circumstances referred to in
clause 26.2);
25.1.4 the unauthorised use of the Services by any third
party;
25.1.5 inadvertent damage, corruption or loss of the
Merchant Data, provided always that Diginu shall
take reasonable steps to mitigate such damage,
corruption or loss. It remains the Merchant’s
responsibility to maintain appropriate alternate
backups of the Merchant Data;
25.1.6 telecommunication, electricity, internet or server
downtime or failure; or
25.1.7 the Merchant failing to adhere to any of these Terms.
25.2 Notwithstanding anything to the contrary contained
herein, Diginu shall not be liable for:
25.2.1 any special or indirect damages whether within the
contemplation of the parties to these Terms or not;
and/or
25.2.2 loss of income or profit, howsoever arising.
25.3 Should it be found that Diginu’s is liable to the Merchant
for any reason whatsoever (including in respect of
indemnities granted by Diginu in favour of the Merchant),
the aggregate liability to the Merchant, from whatsoever
cause arising shall not exceed the Service Fees paid to
Diginu in the 12 (twelve) month period prior to the date
on which the cause of action arose.
25.4 This clause shall survive termination of this Agreement.
26 INDEMNITY
26.1 The Merchant indemnifies Diginu, its affiliates and
subcontractors against any third party claims, damages or
costs (including reasonable attorney’s fees) in connection
with –
26.1.1 the User’s or any other person’s handling or
consumption of the Products (other than in
circumstances referred to in clause 26.2);
26.1.2 acts or omissions of the Merchant or any of its staff,
affiliates, subcontractors or agents; and/or
26.1.3 the Merchant’s breach of this Agreement.
26.2 Although Diginu takes no responsibility for the actions or
omissions of the Third Party Deliver Service Provider
Diginu has nevertheless agreed, in good faith, to
indemnify the Merchant, its affiliates and subcontractors
against any third party claims (including reasonable
attorney’s fees) which may may be made against any one
or more of them in connection with:
26.2.1 any negligent or wilful actions of the Third Party
Delivery Service Providers, including in connection
with late collections or deliveries, damage to or
contamination of Products while in possession of the
Third Party Delivery Service Provider; and/or
26.2.2 any faults in or failure of the System, the negligence
or wilful misconduct of Diginu and/or its breach of
this Agreement.
26.3 This clause shall survive termination of this Agreement.

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27 FORCE MAJEURE
Diginu shall not be deemed in default or otherwise be
liable for any delay in or failure to provide the Services by
reason of any act of fire, natural disaster, accident, act of
government, shortage of materials, labour, supplies, or
Third Party Delivery Service Providers, failure of
transportation, internet or communication facilities,
epidemics or pandemics or any other cause to the extent
it is beyond the reasonable control of Diginu.
28 GENERAL
28.1 Diginu may assume that all electronic communications
and uploads which reasonably appear to originate from a
Merchant are in fact from the Merchant and that the
Merchant was authorised to upload the same.
28.2 Diginu may send alerts, notifications and other
communications to the Merchant by way of SMS, email or
other electronic delivery mechanisms and the Merchant
consents to receive communications from Diginu in any
such manner.
28.3 Diginu may send electronic alerts to the cellular number
or email address which the Merchant has provided to
Diginu.
28.4 The Merchant’s obligations under these Terms may not be
assigned. Diginu may however cede and assign its rights
under these Terms.
28.5 Diginu does not waive its rights by delaying or failing to
exercise them at any time.
28.6 If any provision of these Terms shall be determined to be
invalid or unenforceable under any rule, law, or regulation
of any governmental agency the validity or enforceability
of any other provision of these Terms shall not be
affected. These Terms will be governed by the laws of the
Republic of South Africa.
28.7 No class action, or other representative action, joinder or
consolidation of any claim with a claim of another person
or class of claimants will be allowed.
28.8 Save as set out in clause 3, no alteration, cancellation,
variation of, or addition hereto shall be of any force or
effect unless reduced to writing and signed by all Parties
to these Terms or their duly authorised representatives.
28.9 Termination or expiry of these Terms shall not affect any
of those clauses which expressly or by their nature survive
termination of this Agreement.
28.10 It is not required for these Terms to be valid and
enforceable that a Party shall initial the pages of these
Terms and/or have its signature of these Terms verified by
a witness.
28.11 These Terms may be executed in counterparts, each of
which shall be deemed an original, and all of which
together shall constitute one and the same agreement as
at the date of signature of the Party last signing one of the
counterparts.