Terms of Service
THESE TERMS ARE EFFECTIVE AS OF: 1 JULY 2021 “EFFECTIVE DATE”
READ THESE TERMS CAREFULLY BEFORE BROWSING THE DEALERS EDGE WEBSITE. YOUR CONSENT TO THESE TERMS, AND YOUR CONTINUED USE OF THE DEALERS EDGE WEBSITE INDICATES THAT YOU HAVE BOTH READ AND ACCEPT THESE TERMS. YOU CANNOT USE THE DEALERS EDGE WEBSITE IF YOU DO NOT ACCEPT THESE TERMS. ALL SECTIONS OF THESE TERMS ARE APPLICABLE TO ALL USERS UNLESS THE SECTION EXPRESSLY STATES OTHERWISE.
1. INTRODUCTION
1.1. The Dealers Edge website, www.Dealers Edge, is made available, and owned by The Dealers Digital Edge (PTY) LTD. t/a Dealers Edge (bearing registration number 2018/599620/07) (hereinafter referred to as "Dealers Edge", “Website”, "we", “our", "us" or “its”). Any reference to "Dealers Edge ", "we", "our", "us" or “its” shall include our employees, officers, directors, representatives, agents, shareholders, affiliates, subsidiaries, holding companies, related entities, advisers, sub- contractors, service providers and suppliers.
1.2. These Terms, including any document incorporated by reference herein, including, but not limited to the Privacy Policy (collectively, the "Terms") apply to any Users who use the Services by accessing, referring to, viewing and/or uploading or downloading any information or material made available on the Website for whatever purpose, and which Users shall carry the definition as set out in clause 2.1.6 below and governs the Users’ relationship with Dealers Edge. These Terms will operate in addition to any other, more specific, terms and conditions, which are separately agreed to by the User.
1.3. Your consent to these Terms will signify that the User has read, understands, accepts, and agrees to be bound, and is bound, by the Terms in such User’s individual capacity and/or for and on behalf of any entity for whom the User utilises the Website. Further, the User represents and warrants that the User has the authority to do so and that in the case of a User being a natural person, the User is a Competent Person (as defined in the Protection of Personal Information Act, 4 of 2013, as amended).
1.4. To the extent permitted by applicable law, we may modify the Terms with prospective effect without prior notice to Users, and any revisions to the Terms shall be noted within such Terms and will take effect when posted on the Website, unless a later date is otherwise stated in the revised Terms. A User’s continued use of the Website and/or the Services will be construed as a User’s consent to the amended or updated Terms, and will be conditional upon the Terms in force at the time of use. A User’s only remedy, should such User not agree to these Terms, is to stop the use of the Website.
2. TERMINOLOGY
2.1. The following terminology applies to these Terms:
2.1.1. “Advert” shall mean an advert placed on the Website, which relates to the sale of a vehicle, setting out, inter alia, the vehicle specifications, photographs, asking price, reviews and the like;
2.1.2. “Dealers”/”Groups” shall mean a person or entity which regularly trades in or is otherwise in the business of vehicle purchase and sales;
2.1.3. “Purchaser” shall mean either a person acting in their sole capacity, alternatively duly authorised to act on behalf of another person or entity which utilises the Services as offered on the Website;
2.1.4. “Seller” shall mean either a person acting in their sole capacity, a Dealer/Group, alternatively a person or entity which is duly authorised to act on behalf of another person or entity who utilises the Services as offered on the Website;
2.1.5. “Services” shall mean those Services as provided to the Users through the Website as more fully set out in clause 4 below; and
2.1.6. “Users” shall mean the Purchaser and the Seller collectively and "User" shall mean either of them as the context may indicate.
2.2. Any use of the above terminology or other words in the singular, plural, capitalisation and/or he/she or they, are taken as interchangeable and therefore as referring to the same.
3. A USER’S AGREEMENT TO THESE TERMS
3.1. Subject to, and on the basis of a User’s acceptance of the Terms, Dealers Edge grants the User a limited, revocable, non-transferable license to access and use the Website in accordance with the various policies and agreements which may govern such use and access.
4. SERVICES
4.1. Dealers Edge provides the following Services to Users:
4.1.1. Sellers are able to place an Advert pertaining to the sale of a vehicle onto the Website for the costs as set out in clause 5 below for viewing by prospective Purchasers; and
4.1.2. Provision of information comprising news and tools centred around vehicle purchases, reviews, financing, insurance and the like.
5. COSTS & PAYMENT
5.1. Dealers Edge reserves its rights to charge Sellers, Purchasers and/or Users for use of the Services from time to time in its sole and absolute discretion.
5.2. Payment shall be effected via electronic funds transfer, debit order or credit card through payment gateways, where applicable, provided via an independent third party payment service provider, in the discretion of Dealers Edge. The Purchaser is encouraged to consult the websites of any third-party payment service providers to familiarise themselves with the security protocols and other policies in place and which may apply to any transaction conducted through such payment gateways.
5.3. Upon payment having been processed, the Seller will be able to post the Advert/s on the Website. This is the only manner in which the Advert/s may be placed on to the Website. No e-mailed Advert/s will be accepted by Dealers Edge.
6. THE ROLE OF DEALERS EDGE
6.1. Dealers Edge provides the Services as set out in clause 4 above.
6.2. Although Dealers Edge, by its provision of the Services, introduces Purchasers or potential Purchasers to Sellers, the Users will be solely responsible for agreeing and formulating between themselves the terms and conditions related to a sale of a vehicle that may arise from the provision of the Services.
6.3. Dealers Edge is not a party to any vehicle sales, nor is it involved in the negotiation or final outcome of any sale, holding of deposits or the like. Accordingly, Dealers Edge shall have no liability arising therefrom. Without limiting the generality of clause 15 below, Users agree to indemnify and hold harmless Dealers Edge in respect of any and all costs, losses and/or damages howsoever arising, whether direct, indirect or consequential out the sale of a vehicle pursuant to an Advert being posted on the Website.
6.4. In certain circumstances Dealers Edge may review, at its discretion, the contents of any Adverts, and in this regard refuse to post Adverts, or may remove such Adverts which are deemed in its sole discretion, not suitable for the Website.
7. UNDERTAKINGS & WARRANTIES BY THE USER
7.1. The Seller hereby confirms that it shall not upload onto the Website any Adverts that are unlawful, abusive, defamatory, libellous, pornographic, obscene, threatening, invasive of privacy or publicity rights, inclusive of hate speech, or would constitute or encourage a criminal offense, violate the rights of any party, or give rise to liability or violate any national or international law.
7.2. The User hereby warrants that they are at least 18 years of age.
7.2. Failure to comply with this undertaking will result in the Advert either being removed from, or not posted on the Website.
8. COMMENCEMENT & TERMINATION
8.1. Subject to clause 9 below, these Terms commence on the date upon which a User first accesses the Website, and shall terminate only upon the later of the termination of the Subscription Period, Once Off Period, or User discontinuing their access to the Website.
9. SURVIVAL
9.1. Clauses which out of necessity or by implication herein survive termination of these Terms, shall remain in full and effect despite the termination hereof.
10. RESERVATION OF RIGHTS
10.1. Dealers Edge reserves the right, in its sole discretion, to disable, remove or refuse to display on the Website any Advert and refuse the Seller any and all future use of the Website if Dealers Edge comprises, or has reasonable grounds to suspect, that the Advert contains false, infringing or misleading information, or information not otherwise permitted in accordance with these Terms.
11. DISCLAIMER
11.1. Dealers Edge does not have, and expressly disclaims, any liability to a User in connection with any content, information, text, graphics, images, audio or video, or material a Seller uploads to the Website. Dealers Edge cannot guarantee, and makes no representations in relation to the completeness or accuracy of any Advert.
11.2. Dealers Edge makes no express, implied or statutory representations, warranties, or guarantees in connection with the Website or the Services, relating to the quality, suitability, truth, accuracy or completeness of any information or material contained or presented on the Website.
11.3. Without limiting the generality of the foregoing, Dealers Edge makes no warranty that the Website will meet a User’s requirements, or that the Website will be uninterrupted, timely, secure, error free or that defects in the Website will be corrected, nor that it will be virus free.
11.4. Dealers Edge makes no other warranties, express or implied, statutory or otherwise, including but not limited to warranties of merchantability, title, fitness for a particular purpose or non-infringement.
11.5. The User agrees that, whilst Dealers Edge uses reasonable efforts to prevent click fraud, a User shall have no claim of any nature whatsoever against Dealers Edge in the event of any click fraud arising in respect of an Advert.
11.6. Dealers Edge shall not be liable for delays, interruptions, service failures or other problems inherent in the use of the internet and electronic communications or other systems outside the reasonable control of Dealers Edge. While a User may have statutory rights, the duration of any such statutorily warranties, will be limited to the shortest period to the extent permitted by required law.
11.7. Subject to any express terms, Dealers Edge makes no representation or warranty as to the volume of potential Users accessing the Website.
11.8. Except for any express warranties in these Terms of Service, the Website is provided on an “as is” basis and used at the User’s own risk.
12. UNAUTHORISED USE OF THE WEBSITE
12.1. A User may not:
12.1.1. use the Website for any objectionable or unlawful purpose, including the posting of any threatening, libellous, defamatory, obscene, scandalous, inflammatory, pornographic, profane or spam material;
12.1.2. take any action that imposes an unreasonable or disproportionately large load on the Website's infrastructure, including spam or other unsolicited mass e-mailing techniques;
12.1.3. use the Website in any manner that would result in a User breaching any applicable legislation or licensing obligations (including with respect to privacy) or any obligations a User may owe to third parties;
12.1.4. mislead or deceive others through any act or omission or make a false representation about a User’s identity, including the impersonation of a real or fictitious person or using an alternative identity or pseudonym;
12.1.5. post content which contravenes a confidentiality or non-disclosure agreement, insider trading laws, or intellectual property rights which a User is not authorised to transfer to another party;
12.1.6. conduct any activity which compromises or breaches another party's patent rights, trademark, copyright or other intellectual property rights;
12.1.7. introduce any virus, worm, trojan horse, malicious code or other program which may damage computers or other computer-based equipment to the Website or to other Users;
12.1.8. crawling, spidering or scraping of content is prohibited, except to the extent required by recognised search engines (e.g. Google) for the purposes of indexing the Dealers Edge Website;
12.1.9. remove or alter Dealers Edge’s copyright notices or other means of identification including any watermarks, as they appear on the Website.
12.2. The User understands and agrees that it is solely responsible for compliance with any and all laws, rules, regulations and taxation obligations that may apply to its use of the Website or the Services.
13. COPYRIGHTS
13.1. Dealers Edge and the contents of the Website are the property of Dealers Edge, and are protected by South African and international copyright laws. Furthermore, the compilation (meaning the collection, arrangement, and assembly) of all content on the Website and/or the Services, is the property of Dealers Edge, unless credit is attributed to the author thereof, and is, likewise, protected by South African and international copyright laws.
13.2. Except as stated in the Terms, none of the contents may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, except as permitted by the fair use privilege under the South African copyright laws or without the prior written permission of Dealers Edge, and further, should such consent be provided, Dealers Edge reserves its right to withdraw such consent at any stage, in its sole and absolute discretion.
13.3. Users are expressly prohibited to “mirror” any content, contained on the Website, on any other server unless with the prior written permission of Dealers Edge, and further, should such consent be provided, Dealers Edge reserves its right to withdraw such consent at any stage, in its sole and absolute discretion.
13.4. Dealers Edge does not permit copyright infringing activities and infringement of intellectual property rights on the Website, and Dealers Edge may, at its sole discretion, remove any infringing content if they are of the view that such content infringes on another's intellectual property rights or our own.
13.5. The Seller is granted a limited, revocable, and non-exclusive right to create a hyperlink to the home page or other applicable page of Dealers Edge, so long as the link does not portray Dealers Edge, its affiliates, or its products or services in a false, misleading, derogatory, or otherwise offensive manner. A User may not use Dealers Edge’s logo or other proprietary graphic or trademark as part of the link without the express permission of Dealers Edge, its affiliates or content suppliers.
13.6. All trademarks and copyrights, and also any other intellectual property rights, in and to any of the content of the Dealers Edge Website are the exclusive property of Dealers Edge.
14. INTELLECTUAL PROPERTY
14.1. A User undertakes not to attempt to decipher, decompile, disassemble or reverse engineer any of the software or code comprising or in any way making up a part of the Website including any algorithm used by Dealers Edge.
14.2. Dealers Edge owns or is licensed to use all intellectual property on the Website. A User may not use any of our intellectual property for any purpose other than as may be required to use the Website for its intended purpose.
14.3. The ownership in and to any intellectual property comprising the Adverts and the contents thereof, shall as and when posted by a User on the Website, be transferred to Dealers Edge, free of any charge. In this regard, the User agrees to waive any and all moral rights attaching thereto. Accordingly, Dealers Edge shall have the right to use, display, copy, modify, adapt, reproduce, commercialise, prepare derivative works, display and publish all such intellectual property and that content forming all or part of the Advert, for any reasonable purpose.
14.4. By using the Website, a User warrants that it owns or is licensed to utilise and post the intellectual property rights comprising such Advert. This includes copyright in respect of any text posted, as well as the right to use or display any image or logo. The User indemnifies Dealers Edge, and agrees to keep Dealers Edge indemnified, from and against any claims by third parties arising from a User’s Advert, including any breach of intellectual property rights any third party may bring against us, in relation to a User’s Advert.
14.5. No User may use or display any trade marks on the Website without first obtaining the consent of the owner of the trade mark. We own the distinctive “Dealers Edge” marks, brand and logo.
14.6. Nothing on this Website creates any right on a User’s part (express or implied) that would allow a User to use or display a trade mark that such User does not own and has not otherwise validly licensed, regardless of whether the trade mark is currently registered.
15. LIMITATION OF LIABILITY AND INDEMNITY
15.1. The Website shall be used entirely at a User’s own risk.
15.2. Dealers Edge is not responsible for, and the User agrees that we will have no liability in relation to, the use of and conduct in connection with the Website, the purchase and sale of any vehicles being the subject of an Advert, or any other person’s use of or conduct in connection with the Website, in any circumstance.
15.3. A User indemnifies us, and agrees to keep us indemnified, from and against any claim, loss, damage, cost or expense that we may suffer or incur as a result of or in connection with a User’s improper use of or conduct in connection with the Website, including any breach by a User of these terms or any applicable law or licensing requirements.
15.4. To the maximum extent permitted by law Dealers Edge excludes all implied representations and warranties which, but for these terms, might apply in relation to a User’s use of the Website.
15.5. To the extent that Dealers Edge liability cannot be excluded by law, our maximum liability, whether in contract, equity, statute or tort (including negligence), to a User will be limited to the minimum amount imposed by such law.
15.6. Notwithstanding anything to the contrary in these terms, in no circumstances will Dealers Edge be liable for any indirect, punitive or consequential loss or damages, loss of income, profits, goodwill, data, contracts, use of money or any loss or damages arising from or in any way connected to interruption of the Services of any type, whether in delict, contract or otherwise.
16. CONFIDENTIALITY
16.1. Confidential Information means any documents or information created, received or obtained from one User by another alternatively Dealers Edge, together with information relating to Dealers Edge as well as non-public information pertaining to Dealers Edge’s business (including, without limitation pricing information, any related entities, the identity of Users, and any content marked confidential or reasonably construed as being confidential due to its nature) which must remain strictly confidential.
16.2. A User may not disclose, solicit, make available or misappropriate any Confidential Information, trade secrets or other proprietary information that belongs to any third party without that party’s prior written permission, or in violation of any express or implied duty or contractual right.
16.3. Where a User is legally required to disclose the Confidential Information, such User shall inform the third party who disclosed the Confidential Information of the requirement as soon as reasonably practicable and liaise with that party prior to disclosing any of that party’s Confidential Information.
16.4. A User shall notify Dealers Edge immediately upon becoming aware of a suspected or actual breach of this obligation.
16.5. Dealers Edge will not disclose or make available to any third party, directly or indirectly, any User’s Confidential Information, except where we have the User’s permission, where the Confidential Information is already in the public domain (through no breach of these Terms), in furtherance of a User’s use of the Services, to enforce these Terms or if legally compelled to do so, or in accordance with our Privacy Policy.
18. GENERAL
18.1. Our failure to enforce any provision of these Terms shall not constitute a waiver of such provision. Further, any consent to depart from the terms of this Agreement shall be ineffective unless it is confirmed in writing and signed by us.
18.2. Any present or future legislation which operates to vary an obligation or right, power or remedy of a person in connection with these Terms is excluded except to the extent that its exclusion is prohibited or rendered ineffective by law.
18.3. The rights, powers and remedies provided to us in these Terms are cumulative with and not exclusive of the rights, powers or remedies provided by law independently of these Terms.
18.4. These Terms constitute the entire agreement, read together with the Privacy Policy. A User acknowledges and agrees that it has not relied on any representations by us in entering this Agreement, except those contained in these Terms.
18.5. The laws of the Republic of South Africa shall apply to these Terms and the Terms of Service.
18.6. Any claims, legal proceeding or litigation arising in connection with these Terms shall be subject solely to the jurisdiction of the courts of the Republic of South Africa.
18.7. If any provision herein is held to be unenforceable, the remaining provisions shall remain in full force and effect.
19. DOMICILIUM CITANDI ET EXECUTANDI AND CONTACT INFORMATION
19.1. The Seller and Dealers Edge choose as their respective domicilium citandi et executandi for the purpose of legal proceedings and for the purpose of giving or sending any notice provided for or necessary of these Terms, the following:
19.1.1. The Dealers Digital Edge (PTY) LTD.
Email: info@thedealersedge.co.za
Contact Link: https://www.dealersdigitaledge.co.za/contact-us
19.1.2. Seller: The address as provided when registering on the Website.
19.2. Both the Seller and Dealers Edge may change its domicilium to any other physical address or email address by written notice to the other to that effect. Such change of address will be effective 7 (Seven) days after receipt of notice of change of domicilium.
19.3. All notices to be given in terms of these Terms will:
19.3.1. be given in writing;
19.3.2. be delivered or sent by email; and
19.3.3. be presumed to have been received on the date of delivery.
19.4. Notwithstanding the above, any notice actually received by the Party to whom notice is addressed will be deemed to have been properly given and received, notwithstanding that such notice has not been given in accordance with the provisions of this clause.