This agreement was last revised on 30 June 2014
of 211 Jan Smuts Ave., Parktown North, 2193 ("Adchuuza").
You have arrived at our terms and conditions for use of this Site by you. These terms and conditions, together with the Adchuuza Payment Policy, Adchuuza Fee Policy, and Adchuuza Listing Policy, (the "Annexures") form this Agreement.
This Agreement is a binding agreement between you and Adchuuza. It sets out the terms and conditions governing you selling and purchasing advertising space on this Site, so please read it carefully. If you are uncertain, or you do not agree with the terms and conditions then you should not accept them.
We will provide you with the Services only once you have accepted the terms and conditions of this Agreement by clicking on the "I ACCEPT" button when registering with us.
PART 1: DEFINITIONS
"Agreement" means these terms and conditions, the Adchuuza Payment Policy, Adchuuza Fee Policy, and Adchuuza Listing Policy (the "Annexures");
"Adchuuza Guidelines" means the guidelines found on the website by Adchuuza from time to time governing the offering for sale and sale of, and the offering to purchase and purchase of, advertising space on this Site.
"Artwork" means the electronic files, such as pdf, jpeg, mp3, psd files containing the audio, visual, typographical or graphical elements required by a Media Owner to publish or broadcast the advertisement that is the subject of an Adchuuza Listing.
"Buy Now" means the facility, if offered, to conclude a sale by way of immediate purchase at the Buy Now Price;
"Buy Now Listing" means a Listing in which a Buy Now Price has been specified for the relevant advertising space offered for sale by the Media Owner, and to which the auction conduct rules in Clause 6 (as applicable) apply, except that a Media Buyer may at any time, prior to the first bid having been made, elects to purchase the advertising space at the Buy Now Price;
"Buy Now Price" means the price specified by the Media Owner for advertising space offered by the Media Owner for sale as a Buy Now Listing;
"Decreasing Price Sale" means an item, of advertising space where the starting price is the display price which decreases, at regular intervals, over the duration of the Listing, so that at expiry of the Listing, if it remains unsold, it would reach the ending price;
"Display price" means the price at which a Listing is currently offered for sale;
"Fees" means any charges which Adchuuza charge as per the Fee Policy;
"Indemnified Party" means each of Adchuuza, its officers, employees, contractors, consultants and agents from time to time, and any related entities, associates or affiliates of Adchuuza, and each of their respective officers, employees, contractors, consultants and agents from time to time;
"Intellectual Property Rights" means industrial and intellectual property whether protected by common law or under statute including (without limitation) copyright and neighboring rights, all rights in relation to inventions (including registered patents and the benefit of any applications for a patent), plant varieties, plant breeders, registered and unregistered trademarks, registered and unregistered designs including drawings, circuit layouts and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields anywhere in the world;
"Listing" means the offering for sale on this site of any advertising space by way of standard auction or Buy Now, or Decreasing Price Sale;
"Media Owner" means a person, firm, company or entity who sells by way of an offer advertising space on this Site;
"Media Buyer" means a person, firm or company who makes a bid for, and/or purchases, any advertising space offered for sale on this Site;
"Payment Confirmation Notice" means the notification set out in Clause 9.3;
"Services" means the transaction facilitation services provided by Adchuuza by which a person, firm or company may sell or buy advertising space and subsequently deliver, in electronic format, the necessary Artwork on this Site;
"Site" or "Website" means the Internet website by which Adchuuza offers the Services from time to time, currently www.adchuuza.co.za;
"Standard Auction" means an auction to which the auction conduct rules in Clause 6 (as applicable) apply;
"Trade" or "Trading" means any form of Listing on the Site, including but not limited to, Standard Auctions, Buy Now Listings and Decreasing Price Listings;
"Transaction Confirmation Notice" means the notification set out in Clause 9.1;
"user" or "users" for the purposes of Clauses 11 and 12, means any Media Buyer or Media Owner, or someone who is otherwise using the Site;
"VAT" means any value added tax, or other consumption tax;
"we", "us", "our", "ourselves" and "Adchuuza" are used interchangeably in this Agreement and all mean Adchuuza;
"you" or "your" means you, whether as a Media Buyer and/or you as a Media Owner, as the case requires, or otherwise, and your successors and permitted assigns; and
"your information" includes all information you provide to us in using this Site, including, without limitation, as applicable:
(a) your registration details, including name and address details;
(b) the information about any advertising space that you post on this Site;
(c) the information that we learn about you as a result of your use of this Site, including without limitation, through the advertising space you post on this Site if you are a Media Owner, and the advertising space you bid for and/or acquire if you are a Media Buyer.
PART 2: TRANSACTION TERMS AND CONDITIONS
1 Trading on this Site
1.1 As we are not involved in any sale and purchase of any advertising space on this Site, save for providing a marketplace for the sale of advertising space and the online tools to facilitate the electronic delivery of Artwork, and as described in Clauses 9.1 and 9.3, you hereby agree and acknowledge that we:
1.1.1 are not, nor do we represent or hold ourselves out as the Media Owner or provider or agent of any such Media Owner or provider or sales representative of any such Media Owner or provider , of any advertising space offered for sale and/or sold on this Site;
1.1.2 have absolutely no control over, nor do we represent or hold out that we have any control over any one or more of the circumstances described in Clause 4.3;
1.1.3 have absolutely no control over whether, nor do we represent or hold out that, the advertising space offered for sale on this Site is legally able to be sold.
1.1.4 cannot guarantee, nor do we represent or hold out that the descriptions of any advertising space on this Site will be accurate;
1.1.5 have absolutely no control over, nor do we represent or hold out that a Media Owner or Media Buyer will perform their respective sale and purchase obligations in respect of advertising space sold on this Site;
1.1.6 cannot and do not control, nor do we represent or hold out that a Media Buyer will pay for the advertising space that he/she has purchased on this Site;
1.1.7 cannot and do not control, nor do we represent or hold out that any advertising space acquired by a Media Buyer will be published, broadcast, or erected (as the case may be) by the respective Media Owner;
1.1.8 cannot and do not represent nor hold out that we can confirm that each Media Buyer and Media Owner is who they claim to be;
1.1.9 will not become involved in any dispute between any Media Buyer and Media Owner arising out of, or in connection with, the completion of any sale and purchase of any advertising space on this Site, or with this Agreement, whatsoever; and
1.1.10 we do not act as agent for either the Media Owner or the Media Buyer in either the making of the offer, by the placement of the advertising space for sale on the Site, the acceptance of such offer nor the acceptance of the bid by the Media Owner.
2 Provision of Services
2.1 We will provide you with the Services.
2.2 We will provide you with a username and password in order to login as required.
2.3 We reserve the right to alter or vary your preferred username and password at any time and will notify you of any such alteration (by email where possible).
2.4 You agree to provide all necessary equipment, network connections and software to access this Site.
2.5 You agree that Adchuuza may restrict and/or terminate its services to you at any point in time if Adchuuza, in its sole and absolute discretion, elects to do so and without having to furnish any reasons for doing so.
3.1 Registering, creating Standard Listings, bidding and or buying on this Site do not attract a fee. Featured Listings, as described in the Adchuuza Fee Policy do attract certain fees.
3.2 Successful selling on Adchuuza will incur Success Fees. It is a condition of using the Services that you agree to this and the fee structure and billing as described in the Adchuuza link. If you do not agree to this condition, then please do not accept these terms and conditions.
3.3 We may choose in our sole discretion to change our fee structure and billing from time to time and such changes shall be effective forthwith.
3.4 We may choose in our sole discretion to change our fee structure and billing from time to time, for promotional events and such changes are effective for the dates specified when we post such a promotion on this Site.
3.5 We reserve the right in our sole discretion to alter or remove any Services or withdraw any Services offered. In the event that we introduce a new Service, any fees for that Service will take effect from the launch of that Service, unless otherwise stated.
3.6 Unless otherwise stated, all fees are quoted in South African Rands and are inclusive of VAT.
3.7 Media Owners are given the right to sell items on this Site by paying the relevant fees. This does not involve purchasing the rights to the actual web pages, which remain the property of Adchuuza; we reserve the right in our sole discretion to place third party advertisements on the pages without your consent or payment to you.
4 Media Owner
4.1 Subject to this Clause 4 and Clause 8, you may post the advertising space that you wish to offer for sale on the Site.
4.2 You agree that at all practical times, either you or your duly authorized representative will be in control and operation of your user account.
4.3 If you do post on the Site advertising space that you wish to offer for sale, you agree and warrant to the Media Buyer of that advertising space and separately to us that:
4.3.1 your information:
220.127.116.11 is accurate and not false, misleading, deceptive or fraudulent;
18.104.22.168 does not breach any Intellectual Property Rights of a third party;
22.214.171.124 is made in compliance with all applicable laws, government regulations or guidelines;
126.96.36.199 is not forged, threatening or offensive or otherwise constitutes harassment;
188.8.131.52 does not contain confidential information or trade secrets of a third party unless you have obtained the consent of the third party owner;
184.108.40.206 does not contain any viruses, worms, Trojan horses or other invidious programs or data, whether attached to or embedded in other programs or data or not;
220.127.116.11 will not defame (libel or slander) another person or transmit misleading or inaccurate information of any kind, whether of a personal or commercial nature; and
18.104.22.168 does not contain child pornography, bestiality or any other obscene or offensive material;
4.3.2 you are the legal owner of the rights in the advertising space you are offering for sale on this Site and you have the legal capacity to conclude the sale and to pass the rights in the advertising space to the successful Media Buyer;
4.3.4 you have read and understood your respective banking institution's terms and conditions and are satisfied with same;
4.3.4 you will not do a hyperlink to or include descriptions of advertising space that you are not offering for sale on this Site;
4.3.5 you will adhere to the Listing Policy.
4.4 In addition to Clause 4.3, you represent and warrant to us and separately to the successful Media Buyer that:
4.4.1 the advertising space you offer for sale and sell, on this Site:
22.214.171.124 is reasonably fit for the purpose for which or purposes for which advertising space of that description is commonly bought as it is reasonable to expect having regard to matters including, without limitation, the description of that advertising space and it's price; and
126.96.36.199 correspond with the description that you have posted on this Site; and
188.8.131.52 is not defective.
4.4.2 the advertising space you offer for sale, and sell, on this Site:
184.108.40.206 will be rendered with due care and skill; and
220.127.116.11 all requirements and prerequisites conditions precedent and deadlines to be met will have been fully disclosed in the Listing or will be so disclosed to the Media Buyer in time, sufficient to reasonably enable timeous compliance therewith any materials supplied in connection with any services will be reasonably fit for the purpose for which they have been supplied; and
4.4.3 the advertising space that you offer for sale, and sell on this Site:
18.104.22.168 will be offered for sale, and sold, in compliance with the laws of the Republic of South Africa and especially that of the Consumer Protection Act that became effective 1 April 2011;
22.214.171.124 is legally able to be offered for sale, and sold on this Site, and otherwise, that the offer and sale of that advertising space is not in contravention of any law.
4.5 In the information provided about the advertising space the Media Owner offers for sale, or sells on this Site, the Media Owner must set out the terms and conditions for sale of those advertising space, including the following:
4.5.1 whether the sale is a Standard Auction, Buy Now sale or a Decrease Price Sale, or a combination thereof;
4.5.2 as applicable in the case of auction Listings, the minimum bid increments;
4.5.3 in the case of a Buy Now Listing, a Buy Now Price,
4.5.4 in the case of a Decreasing price Sale, the starting price and the ending price;
4.5.5 date and time of opening, and closing, of the Listing;
4.5.6 payment terms;
4.5.7 Artwork delivery terms;
4.5.8 taxes, duties and costs (including, without limitation, VAT, or other consumption taxes) payable by the Media Buyer;
4.5.9 unless stated to the contrary, any value will be construed to refer to South African Rands;
4.5.10 that both the Buy Now and Auction selling prices will include VAT; and
4.5.11 terms of delivery.
and the Media Owner agrees that such terms and conditions will include any matters prescribed by us under this Agreement including the matters set out in Clause 9.4, as well as any matter specified in the Adchuuza Guidelines.
4.6 If you are an Adchuuza registered Media Owner and you receive payments through our Service, you are not protected against a subsequent reversal of the transaction. In the event that the Media Buyer's transaction is reversed for any reason you will owe Adchuuza for the amount of the reversed transaction plus any fees imposed on Adchuuza as a result of the reversal.
5 Media Buyer
5.1 You agree and warrant to each Media Owner and separately to us that:
5.1.1 your information:
126.96.36.199 is accurate and not false, misleading, deceptive or fraudulent;
188.8.131.52 does not breach any Intellectual Property Rights of a third party;
184.108.40.206 is made in compliance with all applicable laws, government regulations or guidelines;
220.127.116.11 is not forged, threatening or offensive or otherwise constitutes harassment;
18.104.22.168 does not contain confidential information or trade secrets of a third party unless you have obtained the consent of the third party owner;
22.214.171.124 does not contain any viruses, worms, Trojan horses or other invidious programs or data, whether attached to or embedded in other programs or data or not;
126.96.36.199 will not defame (libel or slander) another person or transmit misleading or inaccurate information of any kind, whether of a personal or commercial nature;
5.1.2 you have the legal capacity to purchase any advertising space that you bid for, and, will not otherwise be breaching any law in purchasing such aforementioned advertising space;
5.1.3 you will not bid for, or purchase any advertising space on this Site unless you are able to make timeous payment for such aforementioned advertising space;
5.1.4 the purchase of any advertising space on this Site is absolutely at your own risk;
5.1.5 to the extent permitted by law, the Media Owner may exclude all terms, conditions and warranties whether express, implied, statutory, common law, or otherwise, relating to that advertising space, in all of the Media Owner's dealings in connection with the advertising space that you may purchase from the Media Owner on this Site;
6 Transaction Conduct Rules
6.1 The rules for conducting auctions on this Site are as follows:
6.1.1 you must not engage in bid manipulation to unfairly induce any other person to make bids and/or manipulate the bid price;
6.1.2 no bids below the stipulated starting price will be accepted;
6.1.3 there will be no reserve price set on the auction;
6.1.4 all bids are final and not retractable by the Media Buyer and a Media Buyer shall be deemed to be the winner or purchaser in the following order:
188.8.131.52 the Media Buyer who has placed the highest bid at the time the Listing expires;
184.108.40.206 in the case of a Buy Now Item, where available, the first Media Buyer to exercise the Buy Now option at the displayed Buy Now Price;
6.1.5 if the Media Buyer is a successful bidder as determined by Clause 6.1.4, that bid is deemed to be accepted, by the Media Owner, and the Media Buyer must complete the purchase of the advertising space, save in exceptional circumstances. Failure to complete the purchase of the advertising space by the Media Buyer will result in Adchuuza blocking and thereafter terminating the Media Buyer's account on the Adchuuza platform.
6.1.6 bid deletion by a Media Owner or a Media Buyer without a valid reason or without the permission of Adchuuza is not permitted unless the bidder requests this in accordance with the Consumer Protection Act, in which case bids must be removed before the close of the auction.
6.1.7 a Media Owner must accept the highest bid (if there is more than one bid) and complete the sale of the advertising space to Media Buyer save in exceptional circumstances such as the following:
220.127.116.11 the Media Buyer fails to complete the purchase of the advertising space (for example, the Media Buyer fails to pay for the advertising space or deliver Artwork prior to the specified delivery deadline); or
7 Payment Details - Media Buyer
7.1 By initiating and sending payments, you appoint Adchuuza to process the funds on your behalf and to transfer the funds to the designated recipient. Adchuuza may obtain the funds by any one or combination of the following means; by debiting the funds from your Adchuuza account or obtaining the funds per your instructions by debiting a bank account that you designate. When you send a payment, until that payment is accepted by the recipient (which may occur instantly), you remain the owner of those funds and Adchuuza holds those funds for you, but you will not be able to withdraw those funds or send the funds to any other recipient unless the initial transaction is cancelled.
7.2 In the unlikely event that an EFT transaction is reversed by a bank for whatever reason, you acknowledge that you will owe Adchuuza for the amount of the reversed transaction plus any fees imposed on Adchuuza as a result of the reversal. Adchuuza will seek to recover the funds from you by debiting your Adchuuza account balance and, if there are no sufficient funds in your Adchuuza account, Adchuuza reserves the right to collect your debt to Adchuuza by any other legal means.
7.3 In making use of the Service you acknowledge that (i) Adchuuza is not a bank and the Service is a payment processing service rather than a banking service, and (ii) Adchuuza is not acting as a trustee, agent, fiduciary or escrow with respect to your funds.
7.4 In making use of the Service you also acknowledge that you have read and understood your respective banking institutions terms and conditions and are satisified with same.
8 Adchuuza Discretion
8.1 We reserve the right in our sole discretion to alter or remove any information or withdraw any advertising space offered for sale by you, or a bid placed by you, if:
8.1.1 that information and/or that advertising space, as applicable;
18.104.22.168 infringe or is suspected of infringing the Intellectual Property Rights of any person (other than the Media Owner in question); or
22.214.171.124 may create any liability for us whatsoever;
8.1.2 in relation to the advertising space set out in Clause 4.3, if we are not entirely satisfied that you are legally permitted to offer for sale or sell, that advertising space;
8.1.3 you have not complied with Clause 3.2 or Clause 4.2;
8.1.4 in relation to a bid, we reasonably believe that bid is not a legitimate, or commercially realistic bid for the advertising space;
8.1.5 it is otherwise in our commercial interests to do so;
8.1.6 we are required by law to do so;
8.1.7 you breach any provision of this Agreement; or
8.1.8 for any other reason whatsoever,
and you irrevocably and unconditionally agree that any rights that you may have had against us in respect of any action we may have taken under this Clause 8, are hereby waived.
9 Completion of Sale and Purchase of Advertising Space
9.1 We will notify the Media Owner and the successful Media Buyer of the successful sale (if any) of any Listing by automated email when a Listing expires.
9.2 Following receipt of the Transaction Confirmation Notice the Media Buyer must immediately make payment for the full amount of the Listing that they have bought as stipulated in the Adchuuza Payment Policy.
9.3 We will notify the Media Owner and the successful Media Buyer both by SMS and email, of the full payment for a Listing, once payment is received in full.
9.4 Following receipt of the Payment Confirmation Notice the Media Owner and the successful Media Buyer will be solely responsible for the following matters, including, but not limited to:
9.4.1 ensuring they comply with the laws applicable in the jurisdiction in which the Media Buyer and Media Owner are located, with respect to completion of the sale and purchase of the advertising space (including without limitation, any formalities required to be undertaken in relation to that sale and purchase) and, if the Media Buyer and Media Owner are from different jurisdictions, then the governing law of any resultant contract or agreement between the Media Buyer and Media Owner will be Gauteng, the Republic of South Africa;
9.4.2 Timeous electronic delivery to the Media Owner of all Artwork and materials referred to in the Media Owners list of requirements, via upload on the Site; (to be expanded on receipt of appropriate precedents);
9.4.3 payment of all applicable taxes, duties and costs (including, without limitation, VAT or other consumption taxes and customs and other import duties and tariffs) incurred in connection with the sale and purchase of the advertising space.
9.6 Should the Media Owner after a Listing has been placed on the Adchuuza platform without prior cancellation and/or removal of the Listing, contact the Media Buyer and arrange for a private sale of the ad space, the Media Owner may be liable for damages to Adchuuza and Adchuuza hereby reserves its right to claim such damages.
9.7 We have no involvement in the sale and purchase of any advertising space other than providing a marketplace for the sale of advertising space and the online tools to facilitate the electronic delivery of Artwork described in Clause 9.4.2. You must therefore direct all enquiries, of whatever nature, including, but not limited to, advertising space being of a defective nature, not fit for a particular purpose, or non-availability of any advertising space, to the Media Owner, at whose sole discretion, the advertising space may be replaced or the payment refunded.
PART 3: GENERAL TERMS AND CONDITIONS
10 Adchuuza may change these Terms and Conditions in and at their sole discretion.
10.1 We have an absolute discretion to change the terms of this Agreement at any time. If we do so, we will post details of any changes on this Site that will be effective forthwith.
10.2 By accepting this Agreement, you also agree to accept and be bound by any changes made by us under this Clause 10. In any event, your continued use of the Services after any changes to the terms of this Agreement have taken effect in accordance with Clause 10.1, will be deemed to be your acceptance of those changes to the terms of this Agreement.
11 Compliance with These Terms and Conditions
11.1 You agree to promptly inform us of any breach by you of the terms of this Agreement and of any conduct of another user that you think may be a breach of this Agreement, whether the conduct has ceased, is continuing, or may occur in the future.
11.2 You agree that we may and will monitor your conduct if we believe that you are not complying with the terms of this Agreement. If we do, then we will respect your confidentiality, unless:
11.2.1 doing so would or could implicate us in criminal behaviour, civil wrongdoing, or any other conduct which may found a claim by a person for which we may have to pay compensation;
11.2.2 the law compels, requires, or makes it prudent and desirable for us to divulge or disclose the information we hold or know or any documents we possess; or
11.2.3 we consider it necessary or desirable to make disclosures to preserve or enforce our interests or rights.
11.3 If we believe, whether or not we have conducted any monitoring, that you are not, or may be in danger of not, complying with any of the provisions of this Agreement, then we may send you a warning asking you to rectify your conduct (although we will not be obliged to do so).
11.4 If you:
11.4.1 infringe or are suspected of infringing the Intellectual Property Rights of any other person;
11.4.2 are suspected of having, or have in any way engaged in any fraudulent or other criminal activity in connection with this Site or any other web site; or
11.4.3 have an overdue payment on your Adchuuza Account; or
11.4.4 otherwise breach this Agreement, we may, in our absolute discretion:
126.96.36.199 withhold from you, use of any or all of the Services, and access to your information;
188.8.131.52 delete or remove, without incurring any liability to you, any or all of your information and block in-coming and out-going data or message transfers;
184.108.40.206 restore the Services if and when you can demonstrate clear and complete adherence to the terms of this Agreement on a permanent and consistent basis; and
220.127.116.11 terminate the Agreement that we have entered into with you, and cancel our obligations to provide the Services, if we are not satisfied that you will clearly and completely adhere to the terms of this Agreement, on a permanent and consistent basis, if the Services are restored to you.
12 Use of Site
12.1 In using this Site, you must not:
12.1.1 illegally copy, store, use, alter, modify, impair, interfere with or attempt to interfere with, or distribute software or other data;
12.1.2 alter, damage, destroy, erase, interfere with or attempt to interfere with, or infect our files, data and other computer systems and network resources or those of other users or any other person, or access, copy, modify, remove or impair the reliability, security or operation of, any data or files or other information stored in these systems or network resources;
12.1.3 impair the electronic communications to or from, or interfere with or obstruct the lawful use of, or otherwise cause any unauthorised action to our computer systems or those of other users or any other person;
12.1.4 offer, sell, export, bid for, or import any Prohibited Goods and Services;
12.1.5 offer, sell, export, bid for, or import any advertising space if this breaches any law applicable to you; and
12.1.6 engage in any practice or conduct that is unlawful under any laws applicable to you;
12.1.7 copy, modify, or distribute rights or content from our sites, services or tools or Adchuuza's copyrights and trademarks;
12.1.8 harvest or otherwise collect information about users (including email addresses), trades listed or sales activities conducted on Adchuuza without the express permission of Adchuuza;
12.2 Any links or references (direct or indirect) to other web sites on this Site are provided for your convenience only and do not, and are not an express or implied endorsement by us, of those web sites, or the products and services contained on those web sites.
12.3 The information and material contained on this Site has been prepared in compliance with the laws of the Republic of South Africa for use in the Republic of South Africa only. It may not comply with the laws of any other country. We make no representation that the information and material contained on this Site complies with the laws (including any intellectual property laws) of any country other than the Republic of South Africa. If you choose to access this Site from outside the Republic of South Africa, you do so at your own risk and will be responsible for ensuring compliance with the laws of the country in which you are located.
12.4 Using information about other Adchuuza users -
12.4.1 You agree to use user information only in accordance with applicable laws and regulations (including, without limitation, data protection laws) and only for:
* Adchuuza-transaction-related purposes that are not unsolicited commercial communications;
* using services offered through Adchuuza; and
* other purposes a user expressly agrees to.
12.4.2 You agree to respect other users' privacy and disclose your privacy and security policies to them. By law, you must give other users a chance to remove themselves from your database and a chance to review the information you have collected about them.
12.5 You agree that:
12.5.1 you will not mislead others;
12.5.2 engage in spamming, indiscriminate advertising, unsolicited commercial email, cyber squatting or typo squatting;
12.5.3 You will not operate or utilise a web site or email link to web sites that contain or promote any of the following types of content: libellous, defamatory, obscene, pornographic, abusive, violent, bigoted, hate-oriented, illegal, cracking, hacking or wares, or that offer any illegal goods or services, or link to a web site(s) that do so;
12.5.4 You will not place any referral links on any pages of the Adchuuza web site;
12.5.5 You are at least 18 years of age, have a valid South African identity number and a South African bank account.
12.5.6 Other than through the content provided by Adchuuza you may not use any of the Adchuuza's company trademarks (or variations thereof) without written permission from Adchuuza.
12.6 Notwithstanding, and in addition to any other provision of this Agreement, you agree to comply with any laws applicable to you when using this Site and the laws applicable to the sale or purchases of advertising space that you undertake as a result of using this Site.
12.7 You agree not to harass, intimidate or threaten any of the Adchuuza staff or any users of the Adchuuza website in any way or form and failure to do so may, in Adchuuza's sole discretion, result in the cancellation or restriction of your Adchuuza account.
12.8 For the purposes of transacting on the Site, including but not limited to making enquires, making payment, and the delivery of Artwork on the Site, all communication between parties is to happen exclusively on the Site and the exchange of email addresses, telephone numbers and other contact details for the purposes of offline exchange is expressly prohibited. We may, from time to time, monitor communication between users to ensure security and policy adherence.
13 Entering into this Agreement
13.1 You represent and warrant to us:
13.1.1 if you are an individual that you are eighteen (18) years of age or over and of full legal capacity and thus capable of entering into this Agreement and performing your obligations under this Agreement; or
13.1.2 if you are a juristic entity:
18.104.22.168 that you are duly incorporated and have been issued with a certificate of commencement of business and have the power to own/sell property; and
22.214.171.124 entering into this Agreement does not violate your Constitution; and
126.96.36.199 you have the power and have taken all corporate and other action required to enter into this Agreement and to authorise entering into this Agreement and performing your obligations under this Agreement.
13.2 Transactions in case of a minor
13.2.1 If you are under 18 years of age or if you are not legally permitted to enter into a binding and enforceable agreement, then you may not register as a user or make use of the services of Adchuuza, unless you are duly supervised by and you have obtained the consent of your parent or legal guardian or spouse.
13.2.2 If your parent or legal guardian supervises you and gives his/her consent, then such person hereby agrees to be bound and to be liable and responsible for you and for all your obligations or duties in terms of the agreement entered into between yourself and Adchuuza (Pty) Ltd.
13.2.3 We strictly reserve our rights to refuse our service, terminate/suspend your account or cancel orders, should Adchuuza, in our sole discretion find that you have failed for whatsoever reason to comply with the aforementioned provisions or the remaining provisions of these terms and conditions, without prejudice to any other rights that we may have at law.
13.2.4 To the extent that you utilise our services, we shall deem it that you were / are supervised by and that you have obtained the consent of your parent or legal guardian or curator or trustee. The onus to prove that you were not supervised or did obtain the requisite consent shall rest with you.
14 License of, and Use of, your Information
14.1 You hereby grant to us a non-exclusive, irrevocable, worldwide, perpetual, royalty-free right to exercise the Intellectual Property Rights you have in your information, in whatever medium.
14.2 Subject to Clause 14.1, we agree to use your information only in accordance with the Privacy Statement, Clause 15 below. If you do not agree with the terms of the Privacy Statement, please do not accept these terms and conditions.
15 Privacy Statement
This privacy statement discloses the privacy practices for the Adchuuza.co.za site.
We have agreed to notify you of the following when collecting your personal information:
* The information being collected and the source from which it is collected when collected from another person;
* Our name and address;
* The purpose for which the information is being collected;
* Whether or not the supply of information by yourself is mandatory or voluntary;
* The consequences of a failure to provide the requisite information;
* Any particular law authorizing or requiring the collection of the information;
* Whether we intend to transfer the information to a third country or international organisation and the level of protection afforded to the information by the said third country or international organization;
* Any further information such as:
O The recipient of the information or with whom the information may be shared;
O The nature and category of the information;
O Your right of access to and the right to rectify that information;
O Your right to object to the processing of your personal information; and
O The right to lodge a complaint with the Information Regulator and the contact details of the Information Regulator.
If you have questions or concerns regarding this statement, you should please contact Customer Support by email on [email protected].
15.1 Data Collection And Use
15.1.1 The data we collect from you is collected for a specific, explicitly defined and lawful purpose related to the function and activity of Adchuuza. You acknowledge and agree that we may collect this data from you in connection with or as a consequence of your use of our site, including, without limitation, the supply of the online trading services to you.
15.1.2 We are the sole owner of the data collected on this site. We will not sell, share, or rent this data to others in any way other than as disclosed in this privacy statement.
15.1.3 We collect data from our users at several different points on our site. We collect data about your bidding, buying and selling activities if you choose to participate on our site as a result of you engaging in these activities. We also collect data from any form of correspondence, such as emails and telephone conversations, from you or from a third party about you. We may also collect data from you if you choose to partake in special promotions with third parties on our site. This data will be shared with that third party, but only with your consent and for the purpose of that promotion.
15.1.4 We will also collect financial data about you if you choose to transact for certain advertising space on our site. We do charge fees for selling, and your payment data will be used to charge you accordingly. We may pass your payment data onto recognised partners in certain cases such as payment gateways which we may utilise from time to time.
15.2.1 We hereby agree and/or undertake to process any and all personal information provided to us by yourself upon or during your use of this site, such as that stipulated above, in accordance with the provisions of the Protection of Personal Information Act.
15.2.2 In order to use our site, you must first complete the registration form. When you register we collect personal data such as your name, address, email address, telephone and fax numbers. This information is used to contact you about the services on our site for which you have expressed interest. We also collect additional data (such as "How did you hear about us?", your interests), and unique identifiers (such as your company name and VAT number, if applicable). All data that is mandatory is made known on the registration form and is necessary to complete the registration process. You are encouraged to provide the additional, optional data specified on the registration form so we can provide you with a more personalised experience on our site.
15.2.3 We may, at our sole discretion request additional personal data from you. You may be required to confirm and certify such details as your identity, address and contact information for security and verification reasons. This data may include copies of ID documents, company registration certificates, passports, utility bills, licenses, legal or financial documentation, or any other documentation related to your use of this website (but not limited to this).
15.3 Cookies and Other Tracking Technologies
A Cookie is a small data file that your browser writes to your device in order to collect and remember certain data including personally identifiable information about the user. Cookies are used, but without limitation, to store your Username / Handle and Password so that you don't need to type these in each time you log in or make a bid, thereby saving time whilst on our site. If you reject cookies, you may still browse our site. However, in order to log in and bid or sell, cookies are required to be enabled.
There are two sorts of cookies used on our site: session cookies and persistent cookies. Once you close your browser, the session cookie simply terminates, whereas the persistent cookie remains to enable us to track and target your interests to enhance your experience on our site.
Adchuuza may make use of other tracking technologies including, but not limited to, web beacons which are small graphic images or other web-programming codes included in webpages and email messages and / or embedded scripts placed on the website designed to collect data about your interactions with any given website. These technologies are used in order to collect certain data which may also include personally identifiable information for purposes such as fraud detection and improvement of our website amongst others.
Adchuuza employs the services of a third party in its use of the above technologies and whilst Adchuuza takes every precaution to ensure the loss, misuse, alteration and confidentiality of all data in our possession, we have little control over data not in our possession.
15.4 Log Files
We collect statistical data about you from page hits. Every page, image or cgi program requested by your browser from our servers is logged in a log file, which also collects the following data: your remote IP address, the referring HTML page and the type of browser and computer that you are using. We use IP addresses to analyse trends, administer our site, track your movements, and gather broad demographic data for aggregate use. The statistical data we gather is used internally for marketing analysis. This data and IP addresses are not linked to personally identifiable information.
15.5.1 If you successfully transact using the Service then your name, email, address, phone number and fax number, payment details and mailing address may be passed onto the other party involved in that Listing in accordance with the General Terms and Conditions of Use of this Site. For example, if you transact on a Listing and win, you will be put in touch with the Media Owner of that Listing via the messaging functionality on the Site.
15.5.2 We may share aggregated demographic data with our business partners and advertisers. When we do, you will not be personally identifiable, and your personal information will only be used as part of an aggregated compilation of data.
15.5.3 We will release information about you when required by law to do so. Otherwise, we may release information about you, at our sole discretion, when we believe, that such release of information is reasonably necessary or appropriate to:
(a) enforce or apply the General Terms and Conditions of Use of this Site; or
(b) to protect the rights, property or safety of Adchuuza, our users or others.
15.5.4 You also agree that we will not be liable to you or any other person for any loss, damage, expense, or other amounts incurred, savings foregone, or hardship suffered, by any person however arising (including where the cause cannot be determined), through the release of your personal details, in the event of (a) and (b) above.
15.6 External Links
This web site contains links to other sites. Please be aware that we are not responsible for the privacy practices or content of such other sites. We encourage you to be aware when you leave our site and to read the privacy statements of each and every web site that collects personally identifiable information. This privacy statement applies solely to data collected by this site.
If you wish to subscribe to our newsletter, we ask for contact information such as email addresses. However, it is completely at your discretion to be removed from such a list as set out in our choice and opt-out section below.
15.8 Site and Services Updates
We also send you site and services announcement updates. You are not able to unsubscribe from these because they contain important information about our site and our services.
15.9 Surveys and Contests
15.9.1 From time-to-time we request information from you via surveys or contests. Participation in these surveys or contests is completely voluntary and you therefore have a choice whether or not to disclose any information to us. Information requested may include contact information (such as email addresses) and demographic information. We partner with third parties for supplying prizes for our contests, but no information is shared with these third parties.
15.9.2 Contact information will be used by us to notify the winners and award prizes in relation to our competitions, and also for promotional mailings. Survey information will be used for the purposes of monitoring or improving the use and satisfaction of this site. Established users of our site will be automatically entered into some of our contests, thereby providing them with more opportunities to win.
15.10 Public Forums
If we make chat rooms and message boards available to our users, please remember that any information that is disclosed in these areas becomes public information. You should therefore exercise caution when deciding to disclose your personal information. We may, from time to time, monitor private messages and communication between users using our forum private messaging system, to ensure security and policy adherence.
We take every precaution to prevent the loss, misuse and alteration of all information under our control. When you submit sensitive information via our site, your information is protected both online and offline.
When our registration form asks you to enter sensitive information, that information is encrypted and is protected using SSL. While on a secure page, such as our registration form, the lock icon on the bottom of Web browsers such as Google Chrome, Mozilla Firefox, Apple Safari or Microsoft Internet Explorer becomes locked, as opposed to un-locked, or open, when you are just 'surfing'.
While we use encryption to protect sensitive information online, we also do everything in our power to protect user-information off-line. The servers that we store personally identifiable information on are kept in a secure environment.
If you have any questions about the security at our site, you can send an email to [email protected].
15.12 Special Offers
We send all new members a welcoming email to verify password and username. Established members will occasionally receive information on advertising space, special deals and a newsletter. Out of respect for the privacy of our users, our users have the option not to receive these types of communications (refer to our choice and opt-out section below).
15.13 Supplementation of Information
In order for this site to properly fulfil its obligation to our customers, it is necessary for us to supplement the information we receive with information from third party sources.
15.14 Correction/Updating Personal Information:
If your personally identifiable information changes (such as your email address), or if you no longer desire to use our services, you may correct, update or remove your personal data provided to us. This can be done at the user information page.
Should you wish us to remove your personal data provided to us, we will delete your account. However, records of your personal information will be retained for a period of 5 years as required for lawful purposes related to our functions and activities and for statistical purposes in accordance with the Protection of Personal Information Act. This information will merely be retained and not used, shared or sold.
If you no longer wish to receive our newsletter, information about advertising space and special deals, surveys, or promotional materials from us or our partners you may opt-out of receiving these communications by following the unsubscribe instructions in the relevant email or this can be done at the user account page.
15.16 Anti-Spam Policy
Adchuuza (Pty) Ltd is committed to permission-based email marketing practices, and have established this no-tolerance Anti-Spam Policy. Adchuuza (Pty) Ltd may update this policy and provide notice of any changes on its home page. Your use of this website constitutes your acceptance of the terms and conditions of our Anti-Spam Policy.
Spam is commercial email or unsolicited bulk email, including junk mail, which has not been requested by the recipient. Spam is the opposite of permission-based email.
If you believe that you have received Spam connected to Adchuuza (Pty) Ltd in any way, send a complaint including the unsolicited email, to [email protected]. You may also provide any other information that you believe may help an Adchuuza (Pty) Ltd investigation. Adchuuza (Pty) Ltd does not investigate or take any action based on anonymous Spam complaints.
Users who register on Adchuuza (Pty) Ltd, and provide their email address, give Adchuuza (Pty) Ltd permission to send information on Adchuuza (Pty) Ltd related information and advertising space to those email address. In order to protect your privacy, Adchuuza (Pty) Ltd does not sell, share or trade our subscriber list with anyone for any reason and you may unsubscribe at any time.
15.17 Notification of Changes
15.17.1 If we decide to change our privacy statement, we will post those changes on our Homepage and in our newsletter so you are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it.
15.17.2 If we change the way we use your Personally Identifiable Information we will notify you by email in our newsletter. If you would like to opt out of having your information used in this new manner, we ask you to contact us within a month of such notification and your information will not be used, failing which we will assume that you consent to have your information used in this new manner.
15.18 Contacting us
15.18.1 If you have any questions about this privacy statement, any questions regarding access to and the protection of your personal information, the practices of this site, or your dealings with us, you can contact us on [email protected].
16 User Traffic and its Content
16.1 While we will always endeavour to maintain ongoing access, and, prevent and correct disruptions and failures on this Site, we cannot and do not exercise control over the data, files and other information passing through our computer systems and network resources.
Therefore you agree that you:
16.1.1 are responsible for the flow and storage of your information through our computer systems and network resources;
16.1.2 take full responsibility for data, files and other information you own, send, or receive and ensure that at all times you maintain adequate backup copies as appropriate;
16.1.3 must not engage in mass postings of messages, either through e-mail or onto newsgroups, or engage in any harassment, 'electronic stalking' or 'spam';
16.1.4 must respect and abide by the conventions and rules governing the use of newsgroups, lists, discussion forums (such as ICQ and internet relay chat or similar channels), and networks, and must not post messages or otherwise communicate inappropriately, or send unsolicited messages (commercial or otherwise); and
16.1.5 accept that certain content on this Site, despite any steps we may take may contain material that you may find inappropriate, offensive, inflammatory, or adult in nature and further accept that we do not endorse such materials and disclaim any and all liability for their contents.
16.2 We cannot and do not know whether you have given access to your Adchuuza account to other people. You are therefore totally responsible for:
16.2.1 when and how your account with us is used; and
16.2.2 the actions of the people (if any) you allow to access, or transmit information through this Site, our computer systems and network resources or otherwise utilise the Services (whether or not you have given them your login and password details or not).
17 Commercial Uses of Adchuuza Services
17.1 We cannot and do not take any responsibility for any commercial enterprises you may conduct as the proprietor of any advertising space that you have chosen to sell or buy in reliance on this Site, our computer systems, network resources or the Services. Specifically:
17.1.1 if you, or those whom you permit to use your account, choose to rely upon this Site, our computer systems, network resources or the Services in any manner to support a business or other profit-making activity, you do so at your own risk absolutely; and
17.1.2 advertising, direct-debit facilities, and electronic registration forms are all examples of commercial uses of the Services where you must bear the risk absolutely.
17.2 The Services on this Site are provided to you personally and you may not resell, trade, or barter your rights to use the Services to another person or persons nor permit any third party to do so.
18 Relying Upon Adchuuza's Services
18.1 Whether you are using the Services for private or commercial purposes, or both, the quality and continuity of our Services depends on many factors over which we have no control and cannot seek to control. While we will always endeavour to maintain ongoing access, disruptions and failures of this Site, any or all computer systems, network resources and the Services, are probable in such an operating environment. In recognising this, you agree that:
18.1.1 we cannot and do not guarantee, warrant or otherwise imply that:
188.8.131.52 you will receive constant and uninterrupted access to this Site or the Services; or
184.108.40.206 you will receive unlimited access to all of the content available on the Site at any given time;
18.1.2 we cannot always ensure that this Site, its computer systems and network resources will be fully or continually protected from unlawful access by others, including the infection of data or other information by viruses, or the alteration, misuse, or stealing of data or other information or that any of these activities will be detected.
19 Disclaimer and Limitation of Liability
19.1 Notwithstanding, and in addition to any other provision in this Agreement, you agree that we will not be liable to you or any other person for any loss, damage, expense, or other amounts incurred, savings foregone, or hardship suffered, by any person howsoever arising (including where the cause cannot be determined), or whether it arose directly or indirectly from any authorised or unauthorised use of, access to, reliance on, or any inability to use or access this Site, the Services, whether it arose as a consequence of such use, access, reliance, or inability to access, including, but not limited to any loss relating to one or more, or a combination, of the following:
19.1.1 a failure, or error in the operation, of all or any part of this Site, our computer systems, network resources, the Services, or any other computer systems or network resources to which they may be connected or upon which they may rely, or the taking offline of any of those computer systems or network resources for any reason;
19.1.2 any circumstances which produce or have the consequence of producing a degradation, fall-off, or complete severance of access to this Site or network resources or any other computer systems or network resources to which they may be connected by any person;
19.1.3 in relation to an auction on this Site, that bids were not processed or accepted due to technical difficulties or for any reason whatsoever;
20.1.4 whether we or another person could have foreseen such a loss or type of loss, or were negligent or reckless, whether or not the loss was suffered in connection with a business or commercial enterprise, including, but not limited to, any economic or consequential loss or damage, any and all damage to, or loss of, any equipment, property, data, or other information possessed by you or any other person, any loss of profits, and any losses relating to contracts, business, revenue, goodwill, or any anticipated savings;
19.1.5 any personal losses or hardship, stress and anxiety, nervous shock, or other personal suffering or condition;
19.1.6 any errors or omissions in any documentation or other literature provided by us, any errors or omissions in any data, on this Site, or any breach of contract or negligence on the part of us, our employees, agents or authorised representatives;
19.1.7 any reliance on, the information and material contained on this Site about any advertising space or any other information or material whatsoever, or any information and material contained on, and the privacy of, web sites linked to this Site;
19.1.8 any one or more of the circumstances described in Clauses 1.1, 12.3, 12.4, 16.2, 17.1 or 18.1;
19.1.9 any action taken by us under this Agreement, including, but not limited to, action taken under Clauses 11.1 to 11.4 (inclusive); or
19.1.10 any conduct, act or omission, whether negligent, reckless, or otherwise, whether within any actual, ostensible, or apparent authority or not, at all on the part of our employees, agents, or authorised representatives.
19.1.11 any decision to hold an inquiry or not hold an inquiry into an alleged breach on the part of one of the users.
19.2 To the extent permitted by law, all terms, conditions, warranties, or representation whether express, implied, statutory, common law or otherwise relating to the Services or anything in these terms and conditions, are excluded unless expressly included in this Agreement.
19.3 If any legislation or law implies in this Agreement any term or warranty and also prohibits provisions in a contract excluding the application of or exercise of that term or warranty then, to the maximum extent permitted by law, our liability for a breach of such a term or warranty will be limited, at our option to any one or more of the following:
19.3.1 the supplying of the services again; or
19.3.2 the payment of the cost of having the services supplied again.
19.4 Notwithstanding anything else in this Agreement if an Indemnified Party is liable to you, whether in respect of negligence or other delict, breach of contract or warranty, breach of statute or statutory duty, equity or otherwise directly or indirectly in relation to the performance of or any delay or failure in the performance of its obligations under this Agreement, the maximum aggregate liability of an Indemnified Party, in respect of all claims made by you for every 12 month period commencing on the execution of this Agreement or the anniversary thereof shall be R100.
20 Release and Indemnity
20.1 Notwithstanding, and in addition to any other provision in this Agreement, to the maximum extent permitted by law, you agree to release from, and indemnify, each Indemnified Party, against, any claims, losses, liabilities, suits, demands, proceedings, costs or expenses (including legal costs on a full indemnity basis) directly or indirectly related to, or, arising out of:
20.1.1 your use of the Services;
20.1.2 your offering for sale and the sale of, and/or, your bidding for and the purchase of, any advertising space as a result of using the Services;
20.1.3 the reproduction, broadcast, transmission communication or making available of any information or material by us or any users (other than you) made available by use of the Services;
20.1.4 any one or more of the circumstances described in Clause 19.1;
20.1.5 any alleged breach of a person's rights (including, but not limited to, defamation or misleading or deceptive conduct) by a communication, broadcast or transmission made available by means of the Services; or
20.1.6 any claim by any person arising out of, or in connection with any cessation (temporary or permanent) of the supply of the Services in accordance with this Agreement.
20.2 The indemnity under Clause 20.1 does not extend to:
20.2.1 expenses incurred by us that are unreasonable; or
20.2.2 losses occasioned by us as a result of this Agreement proving not to be profitable to us.
21.1 You agree to follow the procedure for resolving any dispute in connection with or arising out of this Agreement, in accordance with this Clause 21 before starting any proceedings (except proceedings seeking urgent interlocutory relief).
21.2 The procedure for resolving a dispute is as follows:
21.2.1 first, either you or Adchuuza may give notice to the other about the nature of the dispute (" Notice ") and you and Adchuuza will seek to negotiate a settlement within 14 working days of receipt of the Notice;
21.2.2 second, to the extent those negotiations fail, you and Adchuuza will seek, within a further 2 days, to reach agreement on the appointment of a mediator for resolving the dispute, and failing any such agreement, the mediator shall be appointed by the Arbitration Foundation of Southern Africa (AFSA) Secretariat and, the mediation shall be conducted in accordance with the AFSA Administered Mediation Rules; and
21.2.3 failing such a resolution, the dispute, if arbitral in law, shall be finally resolved in accordance with the Rules of the AFSA by an arbitrator(s) appointed by the Foundation.
21.3 You shall be liable for all costs incurred by us in the enforcement of any rights which we have in terms of this Agreement or in the recovery of any monies due to us, including collection charges and costs on an attorney and own client scale and costs of counsel as on brief whether incurred prior to or during the institution of legal proceedings or if judgment has been granted in connection with the satisfaction or enforcement of such judgment against you.
22 Entire Agreement
22.1 Subject to you also concluding the Adchuuza Fee Policy, the Adchuuza Listing Policy, the Adchuuza Payment Policy, this Agreement constitutes the entire Agreement between you and Adchuuza.
22.2 If there is any conflict between this Agreement and any other Agreement or policy, the provisions of this Agreement shall prevail.
22.3 Unless the context indicates otherwise, this Agreement incorporates all other Agreements between the parties. Should there be any conflict between any other agreement and this Agreement, the provisions of this Agreement shall prevail.
23 Remedies Cumulative
All rights and remedies provided in this Agreement are cumulative and are not exclusive of any rights or remedies provided by law. A notice dealing with amendments or variations or updates of this Agreement will be posted on our website .It is your duty and responsibility to familiarize and understand the amendments or variations or updates. By continuing to use our services, you are deemed to have accepted the amendment, variation or update as binding on you.
24 Relationship of Parties
Nothing in this Agreement shall be deemed to constitute any party as the agent, partner or joint venture of another party.
25 Further Assurances
A party shall take all such steps, execute all such documents and do all such acts and things as may be reasonably required by another party to give effect to any of the transactions contemplated by this Agreement.
Other than as otherwise specified in this Agreement, neither the failure of a party to enforce at any time any of the provisions of this Agreement nor the granting of any time or other indulgence shall be construed as a waiver of that provision or of the right of that party thereafter to enforce that or any other provision.
27 Governing Law
27.1 This Agreement will be governed by the laws in force in the Republic of South Africa and each party unconditionally submits to the non-exclusive jurisdiction of the court of the Republic of South Africa in relation to any legal action, suit or proceedings arising out of or with respect to this Agreement.
27.2 With reference to clause 27.1, the parties submit to the jurisdiction of the High Court of South Africa, South Gauteng High Court and the parties submit to the jurisdiction of the Magistrate's Court or the Regional Court irrespective of whether the amount claimed by us exceeds the applicable monetary limit allowed to institute a claim in the Magistrate's Court or Regional Court.
You choose your domicilium citandi et executandi ("domicilium") for the purposes of giving any notice serving any legal process and for any other purpose arising from this Agreement at your addresses, e-mail and telefax numbers as set out in your application for registration on this site. Any notice to be served by either party to the other must be in writing and will be sent by hand delivery, post or facsimile, or email to the relevant party to this agreement at its respective address as specified on the application for registration on this Site and, in the case of Adchuuza, 211 Jan Smuts avenue Parktown North, 2193 Gauteng, South Africa and in the case of mail will be deemed to have been served three (3) business days after posting. In the case of a facsimile it will be deemed to have been served on receipt of a successful transmission notice and in the case of email it will be deemed to have been served if no return email stating that the email cannot be delivered is received. If a notice is served by hand and proof thereof is made available, the notice will then be deemed to be delivered on the actual date and time of delivery.