1. Introduction: These Terms and Conditions (incorporating our Privacy Policy) (“Terms”) govern your use of our services we offer from time to time, including an electronic ordering and delivery system that allows customers to order goods and services via electronic messaging services, including WhatsApp, Facebook Messenger, Twitter and others as updated from time to time (“Services”).

2. About us: We provide an electronic ordering and delivery service for customers (“Customers”) to be able to send orders via text messages and voice notes to suppliers via electronic messaging services, to you (“Merchant”, “you” or “your”). The Services are provided by Chowbot (Pty) Ltd (“Chowbot”, “we”, “our” or “us”).

3. Acceptance: These terms constitute a legally binding agreement between the Merchant and Chowbot. You agree to these Terms by registering, installing, accessing, or using our apps, Services, features, software, or website. You represent and warrant that you have the right, authority, and capacity to enter into these Terms. If you do not agree with all of the provisions of these Terms, you must not use our Services.

4. Licence: We grant you a limited, revocable, non-exclusive, non-transferable licence to use the Services, subject to your compliance with the Terms.

5. Account: You must register for our Services using accurate information. You are responsible for keeping your device and your account safe and secure, and you must notify us promptly of any unauthorized use or security breach of your account or our Services. You are also required to provide us with the necessary account access levels in order to interact with Customers on your behalf, without which we will not be able to provide you with the Services.

6. Use of the Platform: For the sake of clarity the platform means the website, servers, application software or other electronic tools used to provide the Services (“Platform”) for receiving of orders from Customers and marketing your goods and services and in conjunction with our Fair Usage Policy. You will be required to provide certain devices, software, and data connections to use our Services, which we do not supply. In order to use our Services, you consent to manually or automatically download and install updates to our Services. You also consent to our sending you notifications via email or other electronic messaging from time to time, as necessary to provide our Services to you.

7. Use of our Services: You undertake to access and use our Services only for legal, authorised, and acceptable purposes. You undertake not to use (or assist others in using) our Services in ways that: (a) violate, misappropriate, or infringe the rights of us or anyone else, including privacy, publicity, intellectual property, or other proprietary rights; (b) are illegal, obscene, defamatory, threatening, intimidating, harassing, hateful, racially or ethnically offensive, or instigate or encourage conduct that would be illegal or otherwise inappropriate; (c) involve publishing falsehoods, misrepresentations, or misleading statements; (d) impersonate someone; (e) involve sending illegal or impermissible communications, such as bulk messaging, auto-messaging, auto-dialing, and the like; or (f) involve any personal use of our Services unless otherwise authorised by us.

8. Fair Usage Policy: In order to protect the integrity and sustainability of the Platform each account is subject to a fair usage limit, which may vary depending on the day or even the time of day. This usage limit is applicable in our sole and absolute discretion taking into account numerous factors, such as the total data used by you on the Platform and the total number of messages sent using the Platform. Should we in our sole discretion believe that you are not using the Platform in fair manner we may restrict, suspend or terminate your use of the Platform and you shall have no claim against us in this regard.

9. Marketing: You undertake to use your best efforts to market and promote the Services to your existing and new Customers on an ongoing basis. At a minimum this includes the responsibility to: (i) communicate with your current Customer database promoting the Services; (ii) digital marketing of the Services via existing channels (including Twitter, Facebook and other existing applications); in-store marketing (such as till talkers, table talkers, printed artefacts, eg, stickers on boxes/ packaging). Should you fail (in our sole discretion) to adequately market the Services you agree to provide us with your current Customer database and consent to us marketing the Service to your Customers on your behalf.

10. Testing: You agree to provide assistance in the testing, integration and implementation of the Platform with your current systems. This includes providing us with accurate information about your goods and services, accurate pricing details and creating the personality/tone of the channel(s). This assistance may include providing us with access to your systems as well as ensuring that we are given access to your appropriate personnel who may assist in this process.

11. Third Party Terms: You understand that our Services are offered in relation to third- party service providers (such as Facebook Messenger and WhatsApp as well as Pay Fast and other electronic payment processors) and you agree that your use of these third-parties services is subject to their own terms and conditions. You undertake that you will comply with all third-party terms and conditions that are used in relation to the Services. 12. Restrictions: Only you or your designated employee(s) may access and use your account on the Platform. You may not permit anyone to use your account for any reason and may not access anyone else’s account. You may only register a single account at a time. You agree not to access or attempt to access any part of the Platform by any means other than through the interface provided by us. You may not intercept, monitor, damage or modify any communication of any user of the Platform for any reason whatsoever. You may not do anything that would compromise the security or integrity of the Platform. You will not engage in any activity that interferes with, or disrupts, the Platform or the servers and networks that host these. You may not use data mining, robots, screen scraping or similar data gathering and extraction tools on the Platform. Further, you may not decompile, disassemble or reverse engineer any portion of the Platform, including the Customer data.

13. Content: You are solely responsible for your use of our Services and the content you provide. Content that constitutes hate speech or is otherwise immoral, offensive or illegal (in our sole and absolute discretion) will be removed from the Platform and we may suspend or terminate your use of the Services. You must ensure that any content you upload is accurate and complies with all applicable laws, including intellectual property laws. We make no warranties or representations with respect to any content provided on the Platform, including any user uploaded content and content provided by third party marketing activities. We accept no liability in any manner whatsoever in relation to any content submitted to the Platform from time to time (including your menu and pricing) and you hereby (to the fullest extent possible) indemnify us, our directors, employees and affiliates in this regard.

14. Pricing: The charges and related costs are set out in the annexure to these terms called “Pricing Details” which details the charges and payment terms for the use of our Services. We may increase the Pricing Details once annually. You are responsible for all carrier data plans, Internet fees, and other fees and taxes associated with your use of our Services.

15. Customer Payments: Customers may make payments electronically or in cash. In order to facilitate electronic payments from Customers we may need to integrate with your current third-party payment service provider. This is usually done by providing your Customer with a link to your third-party payment portal. We accept no liability for such third-party service in any manner whatsoever, including if you do not receive payment at all or in full. You fully indemnify and hold us harmless for any claims you or the Customer may have in this regard. Please note that the third-party payment service providers have their own terms and privacy policies which will govern the payment services (see clause 9 above). 16. Intellectual Property: All intellectual property rights (including copyright, moral rights, trade marks, patents or designs as well as Customer data) in relation to the Services (“IP”) are owned by us (or are licensed to us) and are therefore protected by both South African and international intellectual property laws. Accordingly, any unauthorised use, copying, reproduction, re-transmission, distribution, dissemination, sale, publication, broadcast or other circulation or exploitation of the IP or any part thereof will constitute an infringement of such IP rights. In order to provide our Services, you grant us a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, create derivative works and display the information (including the menus and pricing) that you provide to us (or upload, submit, store or send on or through our Services). The rights you grant in this license are for the limited purpose of operating and providing our Services and we will not use it for any other reason whatsoever. 17. Customer Data: During the course of providing the Services we will receive certain data with respect to Customers, including their names, address and order history. You are hereby granted an exclusive license (meaning only you to the exclusion of all others – including us) to use the Customer data in relation to the Services for the duration of your use of the Services (and as long as you comply with these Terms).This data is owned by us. Should your use of the Services be terminated for any reason, the license granted to you is automatically terminated. We are able to provide you with detailed Customer data analytics. Should you wish to enable this service please notify us in writing. Additional fees will be charged for the data analytics, which are set out in the Pricing Details document

18. Confidentiality: We both agree and undertake to keep all proprietary or confidential information that belongs to the other secret and not to use it for any purpose other than as required in terms of these Terms. For the sake of clarity, the Confidential Information will include, any business or financial information, the Platform, these Terms (including the Pricing Details), Customer data, any proposals or documents provided to one another (including those provided prior to these Terms), as well as any other information that may be considered to be of a proprietary or confidential nature. 19. Disclaimer We make no representations or warranties of any kind, express or implied, as to the operation of the platform or the services or the information, content, materials and products included therein. You expressly agree that your use of the platform and the services are at your sole risk. To the full extent permissible by applicable law we disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. We do not warrant that the platform, the servers, or e-mails sent from us are free of viruses or other harmful components. We will not be liable in any way for any damages of any kind arising from the use of the platform or the services in any manner whatsoever, including, but not limited to direct, indirect, incidental, punitive, and consequential damages. 20. Minimum Period These Terms shall be effective from the signature date hereof by the last party signing. We both agree that there is a 12 month minimum usage period of the platform. Any party may terminate this Agreement on written notice to the other at any time in such 1 (one) month period. 21. Breach: Should one party (the “Contravening Party”) fail to comply with any term of or condition of the Terms, then the remaining party entitled to enforce such term or condition (the “Aggrieved Party”) will be entitled to notify the Contravening Party in writing thereof to remedy such default and if the Contravening Party fails to remedy the said default within 7 (seven) calendar days after receipt of such notice, the Aggrieved Party will be entitled to, without any further notice and without prejudice of his other rights: (i) to cancel these Terms and to claim damages from the Contravening Party; or alternatively (ii) to insist on specific performance of the Contravening Party of its duties in accordance with these Terms and to claim damages.