1. ABOUT THESE TERMS

1.1   Thank you for visiting our Enterprise Marketplace (Marketplace). Before you go further, you must read, understand and agree to the terms for using the Marketplace (terms), which are contained in this document and the Privacy statement which can be accessed on our website https://www.standardbank.co.za/southafrica/personal/about-us/legal/privacy-statement).

1.2   These terms apply when you access the Marketplace for the first time and each time thereafter. They are a binding legal agreement between you and Standard Bank.

1.3   Separate terms and conditions may apply to the products. If additional terms apply, you may be required to accept these additional terms before you can register for or access specific products.

1.4   These terms may be updated from time to time and the most recent version of the terms will apply to you each time you access the Marketplace. If you do not agree to be bound by these terms, do not access or use the Marketplace.

1.5   Words and terminology are used in these terms exactly as defined. The definitions section can be found at the end of the terms.

2. ACCESS

2.1   During your time on the Marketplace, you may be required to register with us to continue using the Marketplace. We will require your name, surname and e-mail address for the registration process. We may accept or reject your registration to access the Marketplace.

2.2   Once you register, your login information may only be used by you and may not be shared with anyone else.

2.3   We may terminate your access to the Marketplace and suspend your status as a user at any time for any reason. We have the right to change or discontinue (temporarily or permanently) the Marketplace (or any part of it). We may also limit certain services, features or functions, and we may restrict access to all or parts of the Marketplace.

2.4   We will not be liable for any loss or damage that you may incur as a result of action taken in terms of this clause.

3. INFORMATION PROVIDED BY YOU
3.1   All information you provide in the Marketplace must be complete, up-to-date and accurate.

3.2   We and any agent acting on our behalf reserve the right to verify any information you have provided at any time.

3.3   You warrant that, if you provide third-party information, it will not breach the third-party’s intellectual
property rights or right to confidentiality.

4. INFORMATION PROVIDED ON THE MARKETPLACE
4.1   All information on this Marketplace (whether provided by us or by a third party) is provided “as is”. This means you should use it for information purposes only and you should not rely on it solely.

4.2   We do not control information provided by third parties and do not warrant or guarantee that it is correct or suitable for anything.

5.   CHARGES
5.1   We do not charge you any fees for using the Marketplace. We may change this or charge other fees (or add features or functions) at our discretion. We will tell you about this before we do it.

5.2   Standard data costs will be charged when you register for the Marketplace and every time when you access the Marketplace. These costs are charged by your internet service provider or mobile phone operator. Any questions related to your data costs must be sent to your internet service provider or mobile phone operator.

6. USING THE STANDARD BANK MARKETPLACE
When you access this Marketplace or any product, you agree to the following:

6.1   The posting of any defamatory, abusive, profane, offensive, illegal or threatening material is strictly prohibited.

6.2   This Marketplace is intended to be safe and helpful. This means that everyone is treated equally and with respect, regardless of any defining characteristic. Defining characteristics include religious preferences, race, ethnicity, disability, experience, gender identity and expression, sexual orientation, personal appearance, race, ethnicity, age, religion and nationality.

6.3   Opinions expressed are the opinions of the user expressing them. Standard Bank is not responsible for and does not endorse any information or opinion expressed by a user.

6.4   You must treat everyone fairly and equally. You agree to avoid any behaviour that could be construed as discrimination.

6.5   No harassment is allowed on this Marketplace and you agree that you will not intimidate anyone.

7. SECURITY AND AVAILABILITY
7.1   We aim to keep the Marketplace and associated services available and running. However, all online services suffer occasional disruptions and outages. We will not be liable for a disruption in access to the Marketplace, regardless of the cause of the disruption.

7.2   You must use and update hardware and software (computer equipment, security upgrades and programs) suitable for this Marketplace and for any products. If you do not, the Marketplace may not work properly, which could decrease functionality and prevent your access to the Marketplace.

7.3   If we offer any software to you on or through our Marketplace, the licence agreement is between you and the software licensor (owner). We do not warrant that any software is of good quality or suitable for its purpose.

7.4   We apply certain security controls to protect the Marketplace from unauthorised access. However, the internet is an unsecure public network and there is always a risk that your communications or transactions can be seen, stopped during transmission or changed by third parties. There is also a risk of certain files containing computer viruses, spyware, malware, disabling codes, worms or other devices or defects. By using the Marketplace, you acknowledge and accept these risks.

8. AUTHORISED PERSONS
8.1   All authorised persons warrant their authority to access and, where applicable, sign up for the Marketplace and products.

8.2   The authorised person binds the organisation that they represent, to these terms. An organisation is responsible for the actions of its authorised person/s.

8.3   If you are (or purport to be) an authorised person, you warrant that you have authority and capacity to act on behalf of your organisation and you agree that your organisation will be bound by your actions.

8.4   It is the responsibility of the organisation and/ or the authorised person to advise us if any authorised person is no longer authorised to access this site and/ or represent the organisation.

9. COMMUNICATION
9.1   You consent to receive communication from us and the third party service providers on the products you choose.

9.2   You consent to receive contractual, notice and/or legal communications from us in an electronic form through the email address you supplied for registration.

9.   You agree that the terms, any other agreements, terms and conditions, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that those communications would satisfy if they were duly executed on paper.

9.4   We will not be liable for any loss or damage caused by any delay in the delivery of or failure to deliver any email or other communication for any reason.

9.5   Communications made by email to Standard Bank or on the Marketplace or via the third party service provider will not constitute legal notice to Standard Bank or any of its officers, employees, agents or representatives in any situation where notice to Standard Bank is required by contract or any law or regulation. Legal notice to Standard Bank must be in writing, marked for the attention of Head: SA Legal and Head: Enterprise Banking, Business and Commercial Clients, served by hand at 5 Simmonds Street, Johannesburg, during ordinary business hours from Monday to Friday.

10. INTELLECTUAL PROPERTY
10.1   We own all Intellectual Property rights in our Marketplace and all content published on them. Even if any content on our Marketplace is not confidential information or if there are Intellectual Property rights in it, it is (or is deemed to be) owned by us (or by a third party if one is identified) and you have no right to it unless you have entered into an agreement with us, or that third party, that expressly provides that you have such rights.

10.2   The trademarks on our Marketplace are our registered and unregistered trademarks or those of other parties. You may not use our trademarks and any other Intellectual Property or that of a third-party without prior written permission from us.

10.3   “Intellectual Property” means works of copyright, trade marks (statutory and common law), patentable inventions, patents, protectable design subject matter, designs and domain names including applications, registrations and unregistered forms of any of these, all other intellectual property rights (registered or unregistered) and the right to apply for all or any of these.

11. LICENCE AND USAGE
11.1   Your access to this Marketplace and acceptance of these terms means you agree to provide Standard Bank with a non-exclusive, fully paid-up, irrevocable, perpetual and worldwide licence to access, reproduce and use all information (excluding personal information) provided, including any third-party material, which may include analysis and promotion.

11.2   If you provide us with any comments, suggestions or other feedback regarding the Marketplace (collective, the “Feedback”), you will be deemed to have granted us an exclusive, royalty-free, fully paid up, perpetual, irrevocable, worldwide ownership rights in the Feedback. We are under no obligation to implement any Feedback we may receive from users.

11.3   Specific licence conditions may apply to products and will be contained in the product terms and conditions.

12. COLLECTING, SHARING AND USING YOUR PERSONAL INFORMATION
12.1   We treat personal information according to our privacy statement. This privacy statement is aligned with the law on collecting, sharing, using and protecting personal information.

12.2   Personal information is information about a person or entity (known as a juristic person). This includes but is not limited to, information about their:

12.2.1   name if it appears with other personal information relating to them or if the disclosure of their name itself would reveal information about them;

12.2.2   telephone number; email, postal or physical address; location;

12.2.3   education; financial or employment history; account-related information;

12.2.4   criminal history;

12.2.5   any identifying number, symbol, any online identifier; any other particular assignment to them;

12.2.6   correspondence sent by them that is implicitly or explicitly private or confidential; or further correspondence that would reveal the contents of the original correspondence.

12.3   You must keep your personal information private and secure
12.3.1   You must look after your personal information at all times. You are responsible if you give any personal information to an unauthorised third party and that information is compromised.

12.3.2   We are not responsible for any losses or damage that you experience if you give your passwords, PIN numbers, one-time passwords (OTPs), and other access codes to a third-party. This includes your use of third-party payment methods that promise to make payments immediately.

12.4   About processing information
12.4.1   Processing information means any operation or activity (automated or not) concerning personal information, including:

12.4.2   receiving, collecting, collating, organising, recording, storing, retrieving;

12.4.3   using, consulting;

12.4.4   disseminating, transmitting, distributing or making available in any other form;

12.4.5   linking, merging, modifying, altering, updating;

12.4.6   blocking, destroying, erasing, degrading;

12.5   You give your consent to us and the third party service providers on the Marketplace, to collect your personal information (which may include your first name, surname, email address, physical address, identity number telephone and bank account number (if necessary for a refund) from you and where lawful and reasonable, from public sources for credit, fraud and compliance purposes, and to process it for the purposes set out below.

12.6   If you give us personal information about or on behalf of another person (including, but not limited to, account signatories, shareholders, principal executive officers, trustees and beneficiaries), you confirm that you are authorised to: (a) give us the personal information; (b) consent on their behalf to the processing of their personal information, specifically any cross-border transfer of personal information into and outside the country where the products are provided; and (c) receive any privacy notices on their behalf.

12.7   Your consent for processing personal information:
You give your consent to us to process your personal information:

12.7.1   to offer products to you in terms of this agreement and any other products for which you may require;

12.7.2   to carry out statistical and other analyses to identify potential markets and trends, evaluate and improve our business (this includes improving existing and developing new products);

12.7.3   in countries outside the country where the products are provided. These countries may not have the same data protection laws as the country where the products are provided. Where we can, we will ask the receiving party to agree to our privacy policies;

12.7.4   by sharing your personal information in the Marketplace and with our third-party service providers. We ask people who provide products on our Marketplace to agree to our privacy policies if they need access to any personal information to carry out their obligations; and

12.7.5   within the Standard Bank group of companies (Standard Bank Group Limited, its subsidiaries and their subsidiaries).

12.8   Your personal information will only be processed for the purposes set out in 12.7.

13. THIRD-PARTY SERVICE PROVIDERS
13.1   The products on our Marketplace are offered by third-party service providers. The products are offered through Application Programming Interfaces (APIs) which is a set of functions and procedures that allow the creation of applications that access the features of or data from an operating system, application or other service.

13.2   You acknowledge that Standard Bank provides the Marketplace on which the third-party service providers offer products to the users and is not responsible or liable for the actions and omissions of the third-party service providers.

14. HYPERLINKS
14.1   Internal
We have put links from certain provisions in our terms to other information that may apply to you (hyperlinks). They are found in words that are in blue and underlined. You must read any links that apply to you and that reference a policy or an agreement because they form part of these terms. We will not require you to provide personal information or your personal banking information via these hyperlinks.

14.2   External
14.2.1   You may not establish a hyperlink, frame, metatag or similar reference, whether electronically or otherwise to our Marketplace without our prior written consent, which consent is at our sole discretion.

14.2.2   If you breach these provisions, we may take immediate legal action without advance notice to you.

15. DISCLAIMER AND LIMITATION OF LIABILITY

PLEASE READ THE FOLLOWING PROVISIONS CAREFULLY. THEY LIMIT OUR LIABILITY TO YOU.

15.1   Your use of the Marketplace depends on factors beyond our control, such as the network coverage or availability of your mobile network operator. We are not responsible and cannot be blamed for any loss you may suffer if you cannot access the Marketplace because of this.

15.2   We will make every effort to ensure that there are no defects in Marketplace. Should there be any defects with the Marketplace, these should be brought to our attention.

15.3   Information on the Marketplace is provided “as is” and we will not be responsible for any loss that you may suffer if you rely on it.

15.4   We are not legally responsible for any loss or damages you may suffer relating to your use of the Marketplace. This includes, without limitation, any direct, indirect, special, incidental, consequential or punitive damages, whether arising out of contract, statute, delict or otherwise and regardless of whether we were expressly advised of the possibility of such loss or damage (Losses).

15.5   We will not be liable for any loss or damage whatsoever (including consequential loss or indirect loss) arising out of or in connection with any use of or reliance on the Marketplace and any product and any API and for any loss that arises from, among other things:

15.5.1   any technical or other problem (interruption, malfunction, downtime or other failure) that affects the Marketplace, our system, a third-party system or any part of any database for any reason;

15.5.2   any defect, fault, malfunction and/or delay in the device that you use to access the Marketplace;

15.5.3   your use of any device, including any lack of attention to your surroundings resulting from such use;

15.5.4   any third party content available via the Marketplace;

15.5.5   any losses or damages arising from or in connection with the information and/or products provided via the Marketplace;

15.5.6   any personal information or other data that is directly or indirectly lost or damaged due to technical problems with the Marketplace, power failures, unlawful acts (such as data theft), any harmful computer program or virus, or your own negligence;

15.5.7   any interruption, malfunction, downtime or other failure of services provided by third parties, including, without limitation, telecommunication service providers, mobile device operators, internet service providers, Wi-Fi providers, electricity suppliers, local authorities and certification authorities;

15.5.8   any event over which we have no direct control.

16. COMPLIANCE WITH LAWS
16.1   You must comply with all applicable laws.

16.2   You must not use the Marketplace to assist or benefit any sanctioned entity or be involved in any prohibited activities. Prohibited activities include:

16.2.1   any activities that do not comply with applicable laws;

16.2.2   terrorist activities or the financing of these activities;

16.2.3   illegal activities such as money laundering, bribery, tax evasion, corruption or fraud, including a payment that improperly advantages any person;

16.2.4   any activities that sanctions apply to. Sanctions are measures imposed or restrictions set by a sanctioning body, including diplomatic, travel, trade or financial sanctions or embargoes.

16.3   If we know or suspect that you are in breach of the provisions of this clause, we may, in our sole discretion, report the breach to the relevant regulatory authority and comply with the directions of the regulatory authority.

16.4   Sanctioning bodies include the European Union (EU), Her Majesty’s Treasury (HMT), the Ministry of Economy, Finance and Industry (France) (MINEFI), the Office of Foreign Assets Control of the Department of Treasury of the United States of America (OFAC), the United Nations Security Council (UNSC), and any other sanctioning body that we recognise.

16.5   You must not engage with entities that are sanctioned.

16.6   A sanctioned entity is person, organisation or country to which sanctions apply or that is listed on a list published by a sanctioning body (sanctions list), including:

16.6.1   A country that is on a sanctions list, its ministries, departments and agencies and any other governmental organisations.

16.6.2   Any person who owns or controls a juristic person (for example, a company, trust or organisation) that is on the sanctions list.

16.6.3   Any person who is owned by or controlled by a juristic person that is on the sanctions list.

16.6.4   In this context:

16.6.4.1   ‘owns’ means holding any percentage of ownership or beneficial interest; and

16.6.4.2   ‘controls’ means the ability to control the business or policy of the juristic person, whether directly or indirectly, through the voting of shares, by appointing directors or by any other means.

16.7   You warrant that you are not a sanctioned entity or being investigated for any activities relating to sanctions. If you are being investigated for any activities relating to sanctions, you must let us know about this immediately and in writing.

16.8   If we know or suspect that you are in breach of this clause or that sanctions may be imposed on you, we may immediately:

16.8.1   cancel or suspend access to the Marketplace or any product;

16.8.2   cancel this agreement and any other relationship we have with you.

16.9   We are not responsible to you for any loss you suffer if we cancel your access to the Marketplace, a product and any other relationship we have with you. You agree to indemnify us against any actions, proceedings, claims and/or demands that may be brought against us as a result of your breach of these terms (for purposes of this clause 16, “us” includes the Standard Bank group of companies).

17. IF YOU BREACH (GO AGAINST) THESE TERMS
18.   We may stop you from using the Marketplace or any product offered on the Marketplace if you do something that is against these Marketplace terms, and do not make it right within five calendar days after we have asked you to. Even if you do make it right, we may still take steps against you, such as applying to court for an interdict (ban) or other order against you.

19. JURISDICTION
These terms are governed by the laws of the Republic of South Africa and you agree to the jurisdiction of South Africa.

20. COMPLAINTS RESOLUTION
20.1    If you have a complaint/query about the Marketplace, you can contact us at:
[email protected].

20.2   We will try to resolve queries as quickly as possible, but there may be delays beyond our control because we sometimes have to rely on third parties.

21. GENERAL
21.1   These terms contain the entire agreement between you and us. No addition to or variation, amendment or consensual cancellation of any part of these terms or any suspension of any right under these terms will be of any force or effect unless reduced to writing and accepted by both you and us.

21.2   Certain provisions will survive termination of this agreement. These provisions include ownership, breach, warranty disclaimers, indemnity, confidentiality and limitations of liability. Our failure to enforce or to require the performance at any time of any of the provisions of these terms (including the provisions of this clause) must not be construed as a waiver of such provision and will not affect either the validity of these terms or any part thereof or any right we have to enforce the provisions of this Agreement.

21.3   If any clause in these terms is invalid or illegal or cannot be enforced, the other clauses will still be valid. You may not assign your rights and obligations under these terms, entirely or partially, to any third party without our prior written consent.

22. INTERPRETATION
In these terms:

22.1   Singular words include the plural and vice versa, and a reference to the masculine gender includes the feminine and neutral genders and vice versa.

22.2   The word “including”, and its other grammatical forms will not limit the general effect of the words that precede them and will be construed without any limitation.

22.3   Any construct in law that a contract be interpreted against the party drafting it, will not apply.

22.4 The headings to the clauses in these terms are inserted for reference purposes only and do not influence the meaning or interpretation of those clauses.

23. DEFINITIONS
23.1   Standard Bank or we, our or us means The Standard Bank of South Africa Limited.

23.2   you and your refer to any user and the entity that the user represents on the Marketplace.

23.3   agreement means any agreement entered into between any user and Standard Bank in connection with the Marketplace where applicable.

23.4   applicable law means all laws of all relevant countries that apply to a user at any given time.

23.5   authority means the authority that an organisation provides to its employees and that allows these employees to access and use the content of the Marketplace and all products offered on the Marketplace.

23.6   confidential information means proprietary information that is by its nature regarded in law as confidential and that:

23.6.1   is designated as confidential;

23.6.2   is agreed in writing by you and us to be confidential; and/or

23.6.3   you or we know or ought to know is confidential.

23.7   It does not include information that is or may become public knowledge other than by breach of this agreement or any other confidentiality obligation.

23.8   consequential loss means any special or indirect loss that may be recoverable at law including:

23.8.1   any loss of income or revenue;

23.8.2   any loss of opportunity or goodwill;

23.8.3   any loss of profits;

23.8.4   any loss of anticipated savings or business;

23.8.5   any loss of value of any equipment;

23.8.6   punitive damages; and

23.8.7   indirect damages.

23.9   content includes information, data, documents, pages and images.

23.10   law means all applicable laws, legislation, regulations, statutes, by-laws, consents and other laws of any relevant governmental authority and any other instrument having the force of law that may be issued and in force from time to time in any relevant jurisdiction relating to the Marketplace and the activities performed on it and/or to any product or API accessed through it.

23.11   loss means loss, damage, cost or expense (to any person or property) including consequential loss.

23.12   product means a service or product that is offered by third party service providers on or through the Marketplace and that a user may view, access, use, purchase or subscribe to.

23.13   user means any person accessing the Marketplace and includes a registered user.

The Standard Bank of South Africa Limited (Standard Bank) is a licensed financial services provider in terms of the Financial Advisory and Intermediary Services Act and a registered credit provider in terms of the National Credit Act, registration number NCRCP15.