Terms and Conditions

TERMS AND CONDITIONS OF USE OF THE ORDERWISE (PROPRIETARY) LIMITED WEBSITE

Orderwise (Proprietary) Limited and/or its associated companies ("Orderwise") makes the information contained on this website or any of the pages comprising the Website ("Website") available to you subject to the terms and conditions of use set out herein, or as may be amended by Orderwise from time to time ("Terms and Conditions"). Orderwise reserves the right, at any time, to change or discontinue without notice, any aspect or feature of this Website. By accessing, using, entering and/or submitting information to the Website, you shall be deemed to have agreed to all the Terms and Conditions.

This is a secure Website and therefore use of this Website is strictly by invitation only. You have been invited by Orderwise to use this Website by being provided with a unique, user specific Password ("Password"). The Password is private and confidential and shall not be made available to or used by anyone else to gain access to or make use of the Website. Accordingly, by entering the Password and accessing/using the Website, you warrant that you are the user to whom the Password was specifically allocated by Orderwise and shall be deemed to have agreed to and be bound by the Terms and Conditions. If you are not the user to whom the Password was specifically allocated by Orderwise, your use of the Website is illegal and unauthorised and you should immediately discontinue any further use of the Website to prevent incurring personal liability.

1 Content of the Website. Orderwise has created this Website in order to, inter alia, provide information about Orderwise to users; to enable users to extract certain information, as compiled by Orderwise, from the website about other users; and to allow users to submit certain information to Orderwise for use by Orderwise and/or other users. Whilst every effort is made by Orderwise to ensure the accuracy of the information provided on this Website on a regular basis, No opinions, research information, data or content contained on the Website (and whether posted by Orderwise or a third party) shall be construed as advice and same are offered to you for information purposes only.

2 Public Forums and User Submissions. Orderwise is not responsible for any material submitted to the public areas by you or any other user (which include bulletin boards, chat rooms, or any other public area found on the Website). Any material (whether submitted by you or any other user) is not endorsed, reviewed or approved by Orderwise. Orderwise reserves the right to remove any material submitted or posted by you or any other user in the public areas, without notice to you, if it becomes aware and determines, in its sole and absolute discretion that such information does or there is the likelihood that it may -

2.1 defame, abuse, harass, stalk, threaten or otherwise violate the rights of other users or any third parties;

2.2 result in the publication, posting, distribution or dissemination of any false, misleading, defamatory, obscene, indecent or unlawful material or information;

2.3 result in the uploading of files that contain viruses, corrupted files or any other similar software or programmes that may damage the operation of Orderwise's and/or a third party's computer system and/or network;

2.4 violate any copyright, trademark, other applicable South African or international laws or intellectual property rights of Orderwise or any other third party;

2.5 result in the submission of contents containing marketing or promotional material which is intended to solicit business.

You further agree not to use the Website to send or post any information or message or material that is false, misleading, unlawful, harassing, defamatory, abusive, indecent, threatening, harmful, vulgar, obscene, sexually orientated, racially offensive, profane, pornographic or violates any applicable law and you hereby indemnify Orderwise against any loss, liability, damage or expense of whatever nature which Orderwise or any third party may suffer which is caused by or attributable to, whether directly or indirectly, your use of the Website to send or post any information or message or material as aforesaid.

3 Links to Other Websites. External links may be provided from this Website to another Website for your convenience. Such external Websites are beyond the control of Orderwise and no representation is made as to their content. Use of or reliance upon any such external links is at your own risk. Such external Websites are not subject to these Terms and Conditions and Orderwise recommends that you review the applicable Website Terms and Conditions on each such Website to understand the policies of the relevant proprietor thereof. Your use of the Website does not entitle you to create any external links from the Website to any Website controlled by you or otherwise to this Website, without the express prior written permission of Orderwise.

4 Copyright and Intellectual Property Rights. Copyright and all intellectual property rights in all materials, texts, drawings, information and data made available on this Website (collectively "materials") are owned by Orderwise alternatively, are owned by a third party and Orderwise is the lawful user thereof and such rights are protected by both South African and international intellectual property laws. Accordingly, any unauthorised copying, reproduction, retransmission, distribution, dissemination, sale, publication, broadcast or other circulation or exploitation of such material or any component thereof will constitute an infringement of the copyright and other intellectual property rights which vest in Orderwise; save that you may use the materials or any component thereof for your own internal purposes. The trademarks, names, logos and service marks (collectively "Trademarks") displayed on this Website are the registered and unregistered Trademarks of Orderwise alternatively, are the registered and unregistered Trademarks of a third party and Orderwise is the lawful user thereof. Nothing contained on this Website should be construed as granting any licence or right to use any such Trademark without the prior written permission of Orderwise or the relevant third party owner of such Trademarks.
Orderwise shall not be held liable for any infringement or alleged infringement of intellectual property or other rights which may result from the use of the Website. Orderwise has no knowledge of any such infringement, however, if it is proven that Orderwise is infringing any intellectual property or other rights, Orderwise undertakes to remove the infringing material and/or rectify the situation as soon as possible.

5 Warranties and Disclaimers. Orderwise makes no warranties, representations, statements or guarantees (whether express, implied in law or residual) regarding the Website or the accuracy, completeness or reliability of any information, opinions, data and/or provided to you by your use of the Website. Orderwise shall not be responsible or liable, in any manner and howsoever arising for and disclaims all liability for any loss, liability, damage (whether direct or consequential), personal injury or expense of any nature whatsoever which may be suffered by you or any third party, as a result of or which may be attributable, directly or indirectly, to your access and use of the Website and any information contained on or via the Website and you hereby indemnify Orderwise in respect of any loss, liability, damage (whether direct or consequential) or expense of any nature whatsoever, which may be suffered by such third party as a result of or which may be attributable directly or indirectly to the aforesaid. Notwithstanding anything to the contrary contained herein, Orderwise shall not be liable for any loss direct or indirect, contingent or consequential loss (including but not limited to loss of business or loss of profits) incurred or sustained by you or any third party howsoever arising in respect of your use of or reliance of any information offered on or via the Website.

6 Privacy Policy. Orderwise is sensitive to the private nature of information you provide to it over the Internet.

6.1 Information Collected. When you use the Website, and at other times, you may be providing Orderwise with your personally identifiable information or that of the legal entity you represent in connection with your use of the Website. Such information you provide ranges from limited personal data such as name, company, job title, address and e-mail address to facts about your business and profession and product preferences. In addition, Orderwise's web servers automatically collect Website usage information from you when you visit/use the Website. Website usage information informs Orderwise about how visitors and subscribers use and navigate the Websites, including the number and frequency of users to each web page, their IP address, and the length of their stays.

6.2 Use of Information Collected. Orderwise may combine the information you provide to it on the Websites with other information about you that is available to it, including Website usage information and information from other sources. Orderwise may use or extract this information to enable us to, inter alia, compile databases, process, validate and verify requests for products and services and for the purposes for which you specifically provided the information; to improve your experience on the Website; to improve and develop new products, features and services; to alert you to new products and services and special offers; to provide marketing with aggregate information about the user base and usage patterns; to allow Orderwise to personalise the advertising users see based on their personal characteristics or preferences, and for other purposes.

Orderwise may share such information with third parties to, inter alia, help it to improve the content of the Website, provide you with the products or services requested, and to help service providers to perform services on its behalf and your use/access of the Website shall be construed as your consent thereto.

In addition, Orderwise may disclose any information which it collects about you as a result of your use or and access to the Website to law enforcement, other government officials, or other third parties, as Orderwise, in its sole discretion, believes necessary or appropriate, in connection with an investigation of fraud, intellectual property infringements, or other activity that is illegal or may expose Orderwise to legal liability, or as may be necessary in connection with any merger, consolidation, or sale of substantially all of Orderwise's assets.

6.3 Cookies. Like most Websites, Orderwise automatically collects information and data through the use of "cookies". "Cookies" are small text files a Website can use to recognise repeat users, facilitate the user's ongoing access to and use of the Website and allow a Website to track usage behaviour and compile aggregate data that will allow content improvements and targeted advertising.

6.4 Spam: Orderwise will not send or promote the sending of unsolicited commercial communications ("spam") and will take reasonable measures to ensure that its facilities and/or the information collected by Orderwise is not used by others for this purpose.

6.5 Security. The personally identifiable information we collect about you is stored in limited access servers. Orderwise maintains safeguards to protect the security, integrity, and privacy of these servers and of your personally identifiable information.

7 Address for Service. The address for service on Orderwise for all purposes relating to these Terms and Conditions, including the giving of any notice, the serving of any process, is -

Physical - 30 Impala Road, Chislehurston, Sandton, 2196

Email - information@orderwise.co.za

Orderwise shall be shall be entitled from time to time, by giving notice to you to vary its physical / telefax / email address for service to any other such address, provided that the physical address shall always be within the Republic of South Africa.

8 General.

8.1 These Terms and Conditions constitute the sole record of the agreement between you and Orderwise in relation to the subject matter hereof. Neither you nor Orderwise shall be bound by any express tacit or implied representation, warranty, promise or the like not recorded herein. These Terms and Conditions supersede and replace all prior commitments, undertakings or representations, whether written or oral, between you and Orderwise in respect of the subject matter hereof. No addition to, variation or agreed cancellation of any provision of these Terms and Conditions shall be binding upon either you or Orderwise unless agreed to by Orderwise in writing. No indulgence or extension of time which either you or Orderwise may grant to the other will constitute a waiver of or, whether by estoppel or otherwise, limit any of the existing or future rights of the grantor in terms hereof, save in the event or to the extent that the grantor has signed a written document expressly waiving or limiting such rights.

8.2 Orderwise shall be entitled to cede, assign and delegate all or any of its rights and obligations in terms of these Terms and Conditions to any third party.

8.3 All provisions of these Terms and Conditions are, notwithstanding the manner in which they have been grouped together or linked grammatically, severable from each other. Any provision of these Terms and Conditions which is or becomes unenforceable in any jurisdiction, whether due to voidness, invalidity, illegality, unlawfulness or for any reason whatever, shall, in such jurisdiction only and only to the extent that it is so unenforceable, be treated as pro non scripto and the remaining provisions of these Terms and Conditions shall remain in full force and effect.

8.4 Should Orderwise be prevented from fulfilling any of its obligations to you as a result of any event of force majeure, then those obligations shall be deemed to have been suspended to the extent that and for as long as Orderwise is so prevented from fulfilling them and your corresponding obligations shall be suspended to the corresponding extent. In the event that force majeure continues for more than thirty days after it has first occurred, then Orderwise shall be entitled (but not obliged) to terminate all of its rights and obligations in terms of or arising out of these Terms and Conditions and/or any service by giving notice to you. An "event of force majeure" shall mean any event or circumstance whatsoever which is not within the reasonable control of the affected party including, without limitation, vis major, casus fortuitus, any act of God, strike, theft, riots, explosion, insurrection or other similar disorder, war (whether declared or not) or military operations, the downtime of any external telecommunications line, power failure, international restrictions, any requirement of any international authority, any requirement of any government or other competent local authority, any court order, export control or shortage of transport facilities.

8.5 These Terms and Conditions shall be governed by and construed in accordance with the laws of the Republic of South Africa without giving effect to any principles of conflict of law. You hereby consent to the exclusive jurisdiction of the High Court of South Africa in respect of any disputes arising in connection with your use of the Website or these Terms and Conditions or any matter related to or in connection therewith.

9 Comments and Questions. If you have any questions, comments or concerns about these Terms and Conditions, please email Orderwise at information@orderwise.co.za