1. INTRODUCTION
1.1. These Terms and Conditions govern the Goods through the use of the app located at VinoSay (Mobile platform – IOS, Android) and operated by Vino-Say. These Terms and Conditions are in addition to the App Terms of Use and Privacy Policy applicable to the App which are all deemed to be incorporated herein.
1.2. Access and use of the App are provided by Vino-Say to you on condition that you accept these Terms and Conditions, the App Terms of Use and the Privacy Policy. These Terms and Conditions are binding and enforceable against every person who accesses or uses the App, including without limitation each user who registers as contemplated in clause 4. Through the use of the App, you accept these terms and conditions, you acknowledge that you have read and agree to be bound to these terms and conditions, the App terms of use and the privacy policy. If you are entering into these terms and conditions on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms "you" or "your" or “user” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept these terms and conditions and may not access or use the App. In the event of any inconsistency between these Terms and Conditions and the APP Terms of Use, the terms of these Terms and Conditions shall prevail to the extent of such inconsistency.
1.3. The App informs and educates the consumer about various vintages and cultivars of wine and the wine industry.
1.4. “Vino-Say” means the Application owned by Vino Say (Pty) Ltd (Registration No. 2017/400095/07) (“Vino-Say”) and having its registered address at Zorgvliet Wines, Banghoek Valley, Hellshoogte Pass, Stellenbosch, Western Cape. Reference in these Terms and Conditions to "we", "our" and/or "us" refers to Vino-Say.
1.5. These Terms and Conditions were last updated on February 2021.
1.6. Vino-Say reserves the right, in its sole discretion, to change or modify all or any part of these Terms and Conditions at any time, effective immediately upon notice published on the App. Your continued use of the App after such notice constitutes your binding acceptance of these Terms and Conditions, including any changes or modifications made by Vino-Say as permitted above. If at any time these Terms and Conditions are no longer acceptable to you, you should immediately cease use of the App.
2. INTERPRETATION
For purposes of these Terms and Conditions the following words and expressions bear the meanings assigned to them: 2.1. “CPA” means the Consumer Protection Act, 68 of 2008;
2.2. “ECTA” means the Electronic Communications and Transactions Act, 25 of 2002;
2.3. “Goods” means the range of services on the App;
2.4. “Terms and Conditions” means the terms and conditions set out herein;
2.5. “App” means Vino-Say Application (Mobile platform – IOS, Android).
2.6. “Third Party” means the suppliers of wine from which the user will make the purchase of Goods.
2.7. “User” means the actual user of the App.
3. CONSUMER PROTECTION ACT
3.1. These Terms and Conditions may apply to Users who are consumers for purposes for the CPA.
3.2. These Terms and Conditions contain provisions that appear in similar text and style to this sub-clause and which –
3.2.1. may limit the risk or liability of Vino-Say; and/or
3.2.2. may create risk or liability for the User; and/or
3.2.3. may compel the User to indemnify Vino-Say; and/or 3.2.4. serves as an acknowledgement by the User of a fact.
3.3. If there is any provision of these Terms and Conditions that you do not understand, it is your responsibility to request clarification from Vino-Say before you accept these Terms and Conditions or continue using the App. 3.4. Nothing in these Terms and Conditions is intended or must be understood to unlawfully restrict or limit any right or obligation, as the case may be, created for either you or VinoSay in terms of the CPA.
4. REGISTRATION
4.1. Only registered users will have full functionality of the Vino-Say App and unregistered users will only enjoy limited functionality.
4.2. To register as a User, you must provide a unique username and password and provide certain information and personal details to Vino-Say.
5. REGISTRATION DATA AND USER ACCOUNT SECURITY
In consideration of your use of the App, you agree to
5.1. provide accurate, current and complete information about yourself as may be prompted by any registration forms on the App ("Registration Data");
5.2. maintain and promptly update the Registration Data, and any other information you provide to Vino-Say, to keep it accurate, current and complete;
5.3. maintain the security of your username and password;
5.4. notify Vino-Say immediately of any unauthorised use of your account or other breach of security and to take steps to mitigate any resultant loss or harm;
5.5. accept all responsibility for any and all activities that occur under your account, irrespective of whether the use of username and password is unauthorised or fraudulent; and
5.6. accept all risks of unauthorised access to the Registration Data.
6. THIRD PARTY SEVICES, CONTENT AND LINKS IN OUR APP
6.1. Our Services may be made available or accessed through third party Users and through content (including advertising) which we do not control. Where our App contains links to other Apps and resources provided by third parties, these links are provided for your convenience and information only. You acknowledge that different terms of use and privacy policies may apply to your use of such third party services and content. We do not endorse such third party services and content and in no event shall we be responsible or liable for any products or services of such third party providers.
7. ERRORS
Vino-Say shall make all reasonable efforts to accurately reflect the description of information on the App. Should there however be any errors of whatsoever nature on the App which are not due to Vino-Say’s gross negligence, Vino-Say shall not be liable for any loss, claim or expense relating to a transaction based on any error.
8. TERM AND TERMINATION
8.1. These Terms and Conditions shall remain in full force and effect while you use the App or are a User. To the extent necessary, these Terms and Conditions will remain in effect even after you cease to be a User.
8.2. You may terminate these Terms and Conditions at any time by emailing support@vino-say.com or by such other means of written notice acceptable to Vino-Say which enables confirmation of your identity and your intention to terminate.
8.3. Vino-Say reserves the right, in its sole discretion, to restrict, suspend or terminate your right to access the App at any time for any reason without prior notice to you. Vino-Say may change, suspend or discontinue all or any aspect of the App at any time, including the availability of any feature, database, or Goods, without prior notice to you. You agree that Vino-Say will not be liable to you in the event that it chooses to suspend, modify or terminate the App.
8.4. Termination of these Terms and Conditions, including termination due to your failure to comply with your obligations set out in these Terms and Conditions of which we have given you 7 days’ notice to remedy, does not relieve you of your obligations to use the App or any Content other than in the manner permitted under these Terms and Conditions. Termination of these Terms and Conditions shall operate without prejudice to Vino-Say rights, defences and limitations of liability provided under these Terms and Conditions, which rights, defences and limitations of liability shall survive termination of these Terms and Conditions.
9. AGE AND RESPONSIBILITY
The Platform is intended for use by adults of legal drinking age in the jurisdiction in which you reside. If we receive notice or reasonably believe that someone under the legal drinking age has provided us with personal information, we will promptly delete the account and all personal information that has been provided to us.
10. ECTA
Vino-Say makes the following disclosures in accordance with the requirements of ECTA, which should be read with the descriptions of the Services offered on the App -
10.1. Office bearers: The Directors
10.2. E-mail address: legal@vino-say.com
11. NON WAIVER
No action of either party, other than express written waiver, may be construed as a waiver of any provision of these Terms and Conditions. A delay on the part of either party in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by either party of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.
12. SEVERABILITY
It is agreed that where any provision of these Terms and Conditions is found to be inconsistent with any applicable laws, invalid or unenforceable, such provision shall be severed from these Terms and Conditions and shall not affect the validity or enforceability of the remaining provisions of these Terms and Conditions.
13. NOTICES
13.1. You consent to service of any required notice or process upon you by email or registered mail, addressed to the address or contact information provided by you at the time you are first registered as a User on the App, or such other address as you may advise us in writing to use, from time to time.
13.2. Vino-Say chooses the email address referred to in clause 10 as its nominated address for the service of all formal notices and legal processes in connection with these Terms and Conditions.
13.3. All email communications between you and Vino-Say must make use of the “read receipt” function to serve as proof that an email has been received.
13.4. All notices will be in English.
14. GOVERNING LAW AND JURISDICTION
14.1. These Terms and Conditions shall be governed by and interpreted in accordance with South African law and you hereby submit to the non-exclusive jurisdiction of the Cape Town Magistrates’ Court in so far as it has jurisdiction, failing which to the non-exclusive jurisdiction of the Western Cape Division of the High Court of South Africa in any dispute arising from or in connection with these Terms and Conditions.
14.2. You agree that any costs awarded to Vino-Say will be recoverable on an attorney-and-own client scale unless the court specifically determines that such scale shall not apply, in which event, subject to any specific determination by the court, the costs will be recoverable in accordance with the court tariff, determined on an attorney-and-client scale.
14.3. Nothing in this clause 14 limits your right to approach any court, tribunal or forum of competent jurisdiction in terms of the CPA.
15. HEADINGS
Headings are included in these Terms and Conditions for convenience only and shall not affect the construction or interpretation of these Terms and Conditions.
16. ENTIRE AGREEMENT
These Terms and Conditions together with any documents expressly referred to in them, contain the entire agreement between us relating to the subject matter covered and supersede any previous agreements, arrangements, undertakings or proposals, written or oral: between us in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of these Terms and Conditions. In agreeing to these Terms and Conditions, you confirm that you have not relied on any representation other than those expressly stated in these Terms and Conditions and you agree that you shall have no remedy in respect of any misrepresentation which has not been made expressly in these Terms and Conditions. In the event of any inconsistency between the provisions of these Terms and Conditions and the terms contained on any purchase order or other communication, these Terms and Conditions shall govern to the extent of such inconsistency.
17. GENERAL
17.1. You specifically agree and acknowledge that you have, in addition to these Terms and Conditions, reviewed the terms of the App Terms of Use and the Privacy Policy and to the extent of their incorporation herein you agree to be bound by them.
17.2. These Terms and Conditions are personal to you and are not assignable by you without Vino-Say’s prior written consent. Vino-Say may assign these Terms and Conditions without your consent to any other party so long as such party agrees to be bound by its terms.
17.3. No addition to or variation, deletion, or agreed cancellation of all or any clauses or provisions of this Agreement will be of any force or effect unless in writing and signed by the Parties.
18. CONTACT
If you have concerns relating to the App or these Terms and Conditions, please contact Vino-Say at legal@vino-say.com