TERMS AND CONDITIONS OF BANDO BOYS Club
NPC REGISTRATION NUMBER: 2023/178944/08
Website Address: www.bandoboys.com
Last Updated on the 30 October 2023
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1. REGISTRATION
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By Registering you will become a Donor of Bando Boys Club.
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2. PREAMBLE
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​2.1 The following terms and conditions govern the use of the Website which is owned and/or operated by Bando Boys Club.
2.2 The Website is an online, private portal that provides access to the donors of Bando Boys Club to all legal cannabis and its by-products produced and sourced by Bando Boys Club.
2.3 By registering on the Website and/or accessing the Website and/or using the Website, the Donor hereby agrees to be legally bound by this Agreement, regardless of whether the Donor has expressly signed or assented to the terms and conditions contained in this Agreement.
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​2.4 If the Donor does not understand this Agreement, it is their responsibility to ask Bando Boys Club or an authorised agent thereof to explain this Agreement to them before acceptance of the Agreement or continue using the Website.
2.5 The Donor must not use the Website if he/she does not agree with the terms and conditions contained herein.
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2.6 Bando Boys Club and the Donor accordingly agree as set out herein.
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3. USE OF THE WEBSITE
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​3.1 To register as a Donor, you must provide Bando Boys Club with relevant information and personal details filled in on the Bando Boys Club donorship form on this website. Upon approval and validation of these details, Bando Boys Club will provide the Donor with a unique username and password (“Credentials”) to access services related offerings via the donor’s portal and the Bando Boys Club physical location situated at [please insert].
3.2 Donors may only use the donor’s portal section of the Website after successful registration with Bando Boys Club. The Credentials are required to access the donor’s portal. Such registration shall also entitle members to physical access to Bando Boys Club’ premises.
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3.3 Donor status may also be granted on-site at the physical location of Bando Boys Club on scrutiny of a completed and signed application form on-site by a director of Bando Boys Club.
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3.4 The Donor hereby agrees that once the Credentials pertaining to the Donor’s account have been entered, irrespective of whether the use of the Credentials is unauthorized or fraudulent, the Donor will be liable for payment of same, save where the arrangement is cancelled by the Donor in accordance with this Agreement.
3.5 The Donor hereby agrees to notify the Bando Boys Club immediately upon becoming aware of or reasonably suspecting any unauthorized access to or use of the Credentials and to take reasonable and necessary steps to mitigate any resultant loss or harm.
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3.6 Bando Boys Club reserves its right to terminate unconfirmed and/or inactive accounts. In addition, the Bando Boys Club reserves its sole and absolute discretion to refuse or to terminate all or part of its services to the Donor for any reason whatsoever.
3.7 Bando Boys Club may in its sole discretion terminate, suspend and modify the Website, with or without notice to the Donor. The Donor hereby agrees that the Bando Boys Club will not be liable to the Donor in the event that it chooses to suspend, modify or terminate the Website other than for processing any orders made by the Donor prior to such time, to the extent possible.
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4. RECORDAL
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​4.1 Bando Boys Club shall provide Services to the Donor as set out herein, which Services the Donor accepts in exchange for the Donation.
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4.2 The Parties have agreed to the terms and conditions upon which Bando Boys Club shall render Services to the Donor for which the Donor shall pay.
5. DURATION
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​5.1 With effect from the Registration Date, the Parties shall be obliged to perform on the terms and conditions of this agreement, unless terminated prior thereto:
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5.1.1 by virtue of the expiry by effluxion of time, lawful termination or withdrawal; or
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5.1.2 on at least 2 (two) months written notice by the Donor to Bando Boys Club; or
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5.1.3 in accordance with the terms of this agreement (hereinafter referred to as the “Duration”).
6. SERVICES
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​6.1 Bando Boys Club operates a cannabis and related products sharing service, enabling the growth of the highest quality Cannabis, and related products. It shall further offer CBD and THC oils, creams, and TCH and CBD infused food and drink (exclusive of alcohol). As Bando Boys Club develops it shall offer a broader range of information and products.
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6.2 Bando Boys Club warrants that it shall:
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6.2.1 perform the Services with the utmost care and professionalism that may be expected of such a relationship;
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6.2.2 take all reasonable precautions to guard against any loss to the Donor through the failure of Bando Boys Club, its employees, partners, agents, contractors, representatives and/or associates to execute their respective commitments properly and on time and to carry out the Services as agreed in terms of the Information Sheet;
6.2.3 ensure that the Services shall be carried out in accordance with the industry best practices in which the Services are to be performed;
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6.2.4 timeously advise the Donor of any circumstances or events which may prevent or inhibit Bando Boys Club in the carrying out of the Services;
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6.2.5 not action any activity, beyond the scope of the Services, without obtaining the prior written approval of the Donor;
6.2.6 issue detailed and complete invoices and statements timeously, where applicable;
6.2.7 carry out, conscientiously all such functions and duties as are reasonable and lawful;
6.2.8 observe the standards and principles set out by Bando Boys Club, from time to time, in the conduct of its business; and
6.2.9 abide by the current and future customs, rules, policies, and regulations of the industry.
6.2.10 Bando Boys Club further warrants that it is competent and properly qualified to perform its duties, is not and shall not be under any obligation or disability which would prevent or restrict it from entering into and freely performing the Services and will not perform nor agree to perform any services which interfere, conflict with or prevent the Bando Boys Club’s complete performance of its duties.
FEES, DEDUCTIONS AND PAYMENTS
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​6.3 The Parties agree that the Donor shall be liable to pay the agreed Donation monthly in advance, which payment will commence on the Registration Date and thereafter on the same day of each subsequent month, or as agreed between Bando Boys Club and the Donor.
6.4 All payments made by the Donor to Bando Boys Club shall be made without set- off and/or deduction.
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6.5 In due course as Bando Boys Club develops donors shall become entitled to allied and affiliate programs; such extra donorship entitlements shall require additional levies.
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6.6 All payments made by the Donor to Bando Boys Club shall be exclusive of VAT (if applicable) unless otherwise stipulated.
6.7 The Donorship Fee is subject to change from time to time with reasonable notice to the Donor and the Bando Boys Club reserves the right to effect such change within its discretion.
6.8 The Donor shall pay any Donation or levy into the Bando Boys Club bank account stipulated from time to time.
6.9 Payment shall be made by the Donor to Bando Boys Club by direct thank deposit or instant electronic funds transfer or credit card. Where credit card payment is used, the Bando Boys Club may require additional information in order to authorize and or verify the validity of payment. If such authorization is not received the order will be cancelled.
6.10 The Donation payable by the Donor to the Bando Boys Club shall be composed as follows:
6.10.1 A service fee in respect of the Services to be rendered by the Bando Boys Club to the Donor;
6.10.2 Operating costs and relevant municipal services and charges related to the rendering of the Services.
6.11 Any increase in Bando Boys Club’s cost of supplying the Cannabis caused by any level of governmental law, regulation, tax, or other burden imposed after the date of this Agreement on the ownership, storage, processing, production, distribution or use of the Cannabis covered by this Agreement will be added to the price under this Agreement after notice of such increase has been provided to the Donor.
7. DONOR OBLIGATIONS
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7.1 The Donor shall:
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7.1.1 pay the Donorship Fees and any other amount which may become due and owing in terms of this Agreement, in full and on time.
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7.1.2 submit to Bando Boys Club such information as may reasonably be required of them from time to time in connection with the business of Bando Boys Club, and to prepare or have prepared such report/s in such form as may be required by Bando Boys Club with regard to such business.
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7.1.3 comply with all applicable laws, regulations, by-laws, ordinances, judgments and/or regulations in respect of the ownership, consumption and use of the Cannabis grown on their behalf and related products; and
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7.1.4 not on-sell or trade in the Cannabis shared with them in terms of this Agreement, nor use the Cannabis for any commercial or other gain and shall use the Cannabis and related products for their own personal use and consumption.
8. WAIVERS
8.1 ​Bando Boys Club does not warrant any specific level of strength, potency or concentration in respect of the Cannabis and related products but will take reasonable steps to ensure it within the scope of Bando Boys Club’ abilities.
​8.2 The Donor hereby indemnifies Bando Boys Club and its dispensers, and holds them harmless against any and all claims of whatsoever nature and howsoever arising in relation to the use, possession or transport of the Cannabis and/or related products obtained by the Donor, or any rights and obligations contained in this Agreement, specifically the provision by Bando Boys Club of the Services, direct or indirectly, and whether such claim arose as a result of any negligent conduct on the part of the Bando Boys Club or its duly appointed Independent Growers.
8.3 Neither Party shall be liable for any consequential, indirect, general, or punitive damages arising in terms of this Agreement.
9. OWNERSHIP AND ACCESS
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The Donor shall, at all times, remain the owner of any Cannabis and related products for them or intended for them. Further, possession and effective control of the Cannabis will remain with the Donor for the duration of the Cannabis lifecycle.
10. RELATIONSHIP BETWEEN THE PARTIES
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10.1 ​The Parties record that Bando Boys Club shall fulfil its obligations in terms of this Agreement as a charitable organization and not as an independent contractor, labour broker, employee or agent of the Donor.
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10.2 Save as otherwise provided herein, neither Party shall be entitled to bind the other Party to any obligation of any nature whatsoever or to incur any liability on behalf of the other Party, whether in contract or otherwise.
11. LIMITATION OF LIABILITY IN RESPECT OF THE SERVICES
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11.1 The use of the services provided by Bando Boys Club is entirely at the Donor’s own risk and the Donor assumes full responsibility for any damage or loss resulting from the use of the Services.
11.2 Bando Boys Club cannot be held liable for any inaccurate information published on the Donor’s Information Sheet and/or any incorrect prices displayed on the Donor’s Information Sheet, save where such liability arises from the gross negligence or willful misconduct of Bando Boys Club, its employees, agents or other authorised representatives.
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11.3 Bando Boys Club shall not be liable for any direct, indirect, incidental, special or consequential loss or damages which might arise from the Donor’s use of, or reliance upon, the Services contemplated in this Agreement.
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11.4 The Donor hereby indemnifies Bando Boys Club, its employees, agents and other authorised representatives, and holds any and all of them harmless against any claim, charge, or criminal prosecution which may arise as a result of the Donor utilising any Cannabis grown on the Donor’s behalf to deal or trade in or distribute or acquire any illegal substance or product, and Bando Boys Club shall not be in any way responsible for any legal action or criminal prosecution which a Donor may face as a result of any misuse of the Services or Cannabis and/or related products.
11.5 The Donor’s indemnification of Bando Boys Club shall cover all legal actions, suits, proceedings, claims, demands, costs, and expenses whatsoever, which may be brought against Bando Boys Club or incurred or become due and payable by Bando Boys Club arising from, or in respect of Services rendered in respect of the Donor’s Cannabis, including but not limited to, any claims arising out of the Services provided by Bando Boys Club to the Donor.
11.6 Whilst Bando Boys Club shall do all things reasonably necessary to protect the Donor’s rights to privacy, including compliance with all applicable local laws, Bando Boys Club cannot guarantee or accept any liability whatsoever for unauthorised or unlawful disclosure of the Donor’s personal information, whilst in the Bando Boys Club’ possession, made by third parties who are not subject to its control, unless such disclosure is as a result of the gross negligence or willful misconduct of Bando Boys Club, its employees, agents or authorised representatives.
12. LIMITATIONS AND AVAILABILITY
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12.1 The Donor may utilise the Services of Bando Boys Club, which Bando Boys Club may accept or reject depending on circumstances, including but not limited to, the growing capacity of Bando Boys Club and/or its Independent Growers or any non- compliance with any term of this Agreement.
12.2 Bando Boys Club may accept a Donation depending on the correctness and accuracy of the information provided by the Donor, the growing capacity of Bando Boys Club and its Independent Growers and receipt of payment and/or payment authorisation by Bando Boys Club of the relevant Donation.
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12.3 An agreement between Bando Boys Club and the Donor shall only come into effect upon Bando Boys Club’ acceptance of the order placed on the Information Sheet by the Donor from time to time.
12.4 To the extent that a Donor cancels their donorship with Bando Boys Club at any time, the Donor shall remain liable for all Donorship Fees up until cancellation of the order, as well as all reasonable costs incurred by Bando Boys Club in providing the Services which it has yet to recover.
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12.5 This Agreement is concluded solely between Bando Boys Club and the Donor.
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12.6 To the extent that that Bando Boys Club is unable to provide the requisite volume of Cannabis on behalf of the Donor as per the Information Sheet for any reason whatsoever, the Bando Boys Club may, in its discretion, supplement the shortfall of Cannabis from its own stocks.
13. SHIPPING AND DELIVERY
13.1 ​Bando Boys Club will offer delivery of any products the Donor may elect to take as kind for their Donation by courier directly to the Donor’s home or office, anywhere in South Africa. Delivery details including the delivery fees of the order will be supplied to the Donor.
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13.2 Delivery fees are not included in the Donation tier privileges. Delivery fees will be charged separately and in accordance with the courier service fee. The courier Bando Boys Club will be responsible for delivery of the Cannabis to the Donor’s specified geographical area. The Donor’s geographical area will be selected by the Donor on the Website.
13.3 To the extent that the Website accepts the Donor’s order, Bando Boys Club will notify the Donor of the date of the expected delivery, which expected delivery may be agreed upon as between the Bando Boys Club and the Donor.
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13.4 Bando Boys Club shall notify the Donor in the event that the Bando Boys Club is unable to deliver the Cannabis during the Delivery Period. Bando Boys Club shall undertake to make alternative arrangements within its reasonable ability should the above occur.
13.5 In the event that the Donor’s products cannot be delivered in any given month for any reason whatsoever, Bando Boys Club shall communicate this to the Donor as soon as reasonably practical. Where the order was cancelled as a result of events within Bando Boys Club’ control, Bando Boys Club shall reimburse the Donor all amounts paid by the Donor for the month in which no delivery could take place, subject to compliance with any applicable cancellation policies and procedures applicable from time to time. To the extent that delivery of any products became impossible for any reason beyond the control of Bando Boys Club, Bando Boys Club shall not be obliged to refund the Donor the Donorship Fee for the month in question but may elect to do so in its sole and absolute discretion.
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13.6 Prior to delivery of the products, the Donor will receive an email notification confirming delivery at an address nominated by the Donor. Should the Donor fail to respond to the email notification, the Bando Boys Club will assume that no change in address has been made and the Bando Boys Club will deliver the Cannabis to the address nominated by the Donor.
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13.7 Bando Boys Club’ obligation to deliver the products to the Donor is fulfilled upon delivery of the Cannabis to the physical address nominated by the Donor for delivery. Bando Boys Club is not responsible for any loss or unauthorised use of the Cannabis after the Cannabis has been delivered to the physical address nominated by the Donor.
13.8 Should the Donor provide Bando Boys Club with incorrect address details for the delivery of the Cannabis, the Donor will be liable for a double fee payable to the courier service which will be debited from the Donor’s account.
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14. RETURNS AND REFUNDS
​14.1 In the event that Bando Boys Club accidentally provides the wrong Cannabis or products to the Donor, or if the Cannabis or other products are not as described on the Information Sheet, the Donor shall be entitled to notify Bando Boys Club and Bando Boys Club shall correct the error, based on the Donor’s complaint, at no charge, to the best of its abilities.
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14.2 Bando Boys Club shall take all reasonable steps to ensure that the Cannabis and other products are delivered by Bando Boys Club without any defects and in acceptable packaging.
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14.3 Should the Donor receive damaged, unusable or poor-quality Cannabis, the Donor shall notify Bando Boys Club within a reasonable period after they become aware of the defect or poor quality, but within 3 (three) days after delivery of the Cannabis.
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14.4 Bando Boys Club shall use its best efforts to remedy the complaint. Importantly, such defects shall relate only to the Services rendered in respect of the Cannabis, and not the Cannabis itself, which is the Donor’s property.
15. UNDERTAKINGS
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15.1 The Donor undertakes that they shall not:
15.1.1 breach or circumvent any laws, third party rights or the Bando Boys Club’s policies;
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15.1.2 fail to make their monthly Donation to Bando Boys Club in respect of the Donor’s Cannabis entitlement;
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15.1.3 ensure that all information provided by the Donor to Bando Boys Club from time to time is accurate and up to date, and is free from any material omission or inaccuracy;
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15.1.4 transfer its account to another Donor without Bando Boys Club’ consent; and
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15.1.5 infringe the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights that belongs to or are licensed to Bando Boys Club or another user registered with Bando Boys Club.
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15.2 Bando Boys Club undertakes that it shall:
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15.2.1 not sell or make the Donor’s personal information available to any third party other than as provided in this Agreement; and
15.2.2 take reasonable steps to ensure that the Information Sheet reflects the accurate description, availability and fees in respect price of any Cannabis and/or related services.
16. WEBSITE INDEMNITY AND WARRANTIES
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16.1 By using the Website, the Donor warrants that he/she is 18 (eighteen) years of age or older and of full legal capacity. Should the Donor be under the age of 18 (eighteen) or not legally permitted to enter into a binding agreement, then the Donor may only use the Website only with supervision of a parent or legal guardian. If the parent or legal guardian supervises the Donor and gives his/her consent, then such person agrees to be bound to this agreement and to be liable and responsible for the Donor and all of the Donor’s obligations under this agreement.
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16.2 The Donor agrees that it is making use of the Website at its own risk, and that the Website is provided to the Donor on an “as is” and “as available” basis.
16.3 The Donor agrees that the Website cannot guarantee continuous operation of, nor access to, services on the Website. Functionality of available Services may not occur in real time and such functionality is subject to delays beyond Bando Boys Club’ control.
16.4 The Donor hereby indemnifies Bando Boys Club against any loss, claim or damage which may be suffered by the Donor or any third party arising in any way from the Donor’s use of the Website and/or any linked third party Website.
16.5 The Website itself and all information provided on the Website is provided “as is” without warranty of any kind, either express or implied, including but not limited to the implied legality or warranties of merchantability, fitness for a particular purpose, completeness, or non-infringement, as may be allowed in law.
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16.6 In addition to the limitation of liability and disclaimers contained in this Agreement, Bando Boys Club also makes no warranty or representation, whether express or implied, that the information or files available on the Website are free of viruses, spyware, malware, trojans, destructive materials or any other data or code which is able to corrupt, destroy, compromise, disrupt, disable, harm, jeopardise or otherwise impede in any manner the operation, stability, security functionality or content of the Donor’s computer system, computer network, hardware or software in any way. The Donor accepts all risk associated with the existence of such viruses, destructive materials or any other data or code which is able to corrupt, compromise, jeopardise, disrupt, disable, harm or otherwise impede in any manner the operation or content of a computer system, computer network, any handset or mobile device or the Donor’s hardware or software, save where such risks arise due to the gross negligence or willful misconduct of Bando Boys Club, its employees, agents or other authorised representatives. The Website thus disclaims all liability for any damage, loss or liability of any nature whatsoever arising out of or in connection with the Donor’s access to or use of the Website.
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16.7 In respect of all obligations and liabilities which arise in respect of this agreement entered into by and between Bando Boys Club and the Donor, the Donor hereby irrevocably and unconditionally accepts and undertakes all such obligations and liabilities, and hereby indemnifies Bando Boys Club including its employees, directors, agents and/or sponsors, in respect of any claim, action, damage, loss, liability, cost or expense which the Donor may pay, suffer, incur, or be liable for, as a result of any claim by any person in connection with the Website or provision of the Services by Bando Boys Club through the Website, due to any actions or omissions of Bando Boys Club, or any of its staff, contractors, agents, representatives or appointees, whether willful or negligent.
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16.8 Bando Boys Club endeavors to provide accurate and up-to-date information on the Website. However, Bando Boys Club cannot be held responsible and liable for any errors, inaccuracies damage caused as a result of the use of, or inability to use the Website.
16.9 The Website disclaims liability for any damage, loss or expenses, whether direct or indirect or consequential in nature, arising out of or in connection with the Donor’s access to or use of the Website and/or any content therein.
16.10 For the avoidance of doubt, the Donor indemnifies Bando Boys Club and holds it harmless for any and all damages or loss (including but not limited to loss of money, goods, goodwill or reputation) resulting directly or indirectly from:
16.10.1 from the Services secured via the Website;
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16.10.2 the use of or inability to use the Website;
16.10.3 pricing, promotion, displaying or shipping on the Website;
16.10.4 delays or disruptions on the Website;
16.10.5 glitches, bugs, errors or inaccuracies of any kind on the Website; and
16.10.6 viruses or other malicious software obtained through the Website.
17. PRIVACY POLICY AND PROTECTION OF PERSONAL INFORMATION
17.1 ​Bando Boys Club shall take all reasonable measures to protect the Donor’s privacy as more fully set out below.
​17.2 Upon registration, Bando Boys Club may require the Donor to provide personal information which includes but is not limited to, name, surname, email address, physical address, gender, mobile number and date of birth.
17.3 Should the Donor’s personal information change, he/she should inform Bando Boys Club via reasonable notice and provide updates to the personal information as soon as reasonably possible to enable Bando Boys Club to update the personal information.
17.4 The Donor may choose to provide additional personal information to Bando Boys Club, in which event the Donor agrees to provide accurate and current information, and not to impersonate or misrepresent any person or entity or falsely state or otherwise misrepresent an affiliation with anyone or anything.
17.5 Bando Boys Club will not, without the Donor’s express consent:
17.5.1 use the Donor’s personal information for any purpose other than as set out below:
17.5.1.1 in relation to the Services;
17.5.1.2 to contact the Donor regarding current or new goods offered or any of Bando Boys Club’ divisions, affiliates and/or partners (to the extent that the Donor has not opted out from receiving marketing material from Bando Boys Club);
17.5.1.3 to inform the Donor of new features, special offers and promotional competitions offered by the Bando Boys Club or any of its divisions, affiliates and/or partners (to the extent that the Donor has not opted out from receiving marketing material from Bando Boys Club); and
17.5.2 disclose the Donor’s personal information to any third party other than as set out below:
17.5.2.1 to Bando Boys Club’ employees and/or third-party service providers who assist the Bando Boys Club to interact with the Donor through email or any other method, for the requesting of the Services;
17.5.2.2 to Bando Boys Club’ divisions, affiliates and/or partners (including their employees and/or third-party service providers) in order for them to interact directly with the Donor by email or any other method for purposes of sending the Donor marketing material regarding any current or new offers by them (unless the Donor has opted out from receiving marketing material from Bando Boys Club);
17.5.2.3 to law enforcement, government officials, fraud detection agencies or other third parties when Bando Boys Club believes in good faith that the disclosure of personal information is necessary to prevent physical harm or financial loss, to report or support the investigation into suspected illegal activity, or to investigate violations of this Agreement; and
17.5.2.4 to service providers (under contract with Bando Boys Club) who help with the parts of Bando Boys Club’ business operations (fraud prevention, marketing, technology services, etc.).
17.6 Bando Boys Club is entitled to use or disclose the Donor’s personal information if such use or disclosure is required in order to comply with any applicable law, subpoena, order of court or legal process served on Bando Boys Club, or to protect and defend Bando Boys Club’ rights or property.
17.7 Bando Boys Club shall ensure that all of its employees, third party service providers, divisions, affiliates and partners (including their employees and third-party service providers) having access to the Donor’s personal information are bound by appropriate and legally binding confidentiality obligations in relations to the Donor’s personal information.
17.8 Notwithstanding anything to the contrary, Bando Boys Club shall not retain the Donor’s personal information longer than the period for which it was originally needed, unless it is required by law to do so, or the Donor consents to the retaining of such information for a longer period.
17.9 The Donor hereby warrants that it shall provide to Bando Boys Club all the requested information as set out in the Information Sheet.
17.10 Given the sensitive nature of the information provided, Bando Boys Club hereby warrants that:
17.10.1 it has complied and shall remain to comply with all provisions of the Protection of Personal Information Act 4 of 2013;
17.10.2 all relevant checks, tests, safeguards and procedures in terms of the aforesaid Act have been followed and adequately adhered to; and
17.10.3 all relevant permissions, waivers, authorisation, approvals and necessary consent has been obtained.
17.11 The Donor hereby indemnifies Bando Boys Club against any and all claims that may arise as a result of a failure on the part of Bando Boys Club to comply with any provision of the Protection of Personal Information Act 4 of 2013.
18. CHANGES TO THE TERMS OF USE
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Bando Boys Club reserves its right to amend, update, change or replace any part of this Agreement and provisions contained herein at its sole and absolute discretion. Any amendment, update, change or replacement of this Agreement and provisions shall be delivered to the Donor by way of email, and the continued use of and access of the service following any amendment, update, change or replacement of provisions shall constitute acceptance of same.
19. AVAILABILITY OF WEBSITE AND TERMINATION
19.1 ​Bando Boys Club will use reasonable endeavors to maintain the availability of the Website, except during scheduled maintenance periods, and is entitled to discontinue providing the Website services or any part thereof with or without notice to the Donor.
19.2 ​Bando Boys Club may, in its sole and absolute discretion, terminate the Agreement if the Donor fails to comply with any of the provisions contained herein.
19.3 The Donor hereby agrees that Bando Boys Club will not be liable to the Donor in the event that it chooses to suspend, modify or terminate the Website other than for processing any transactions entered into by the Donor prior to such time, to the extent possible.
19.4 Should the Donor fail to comply with its obligations under this Agreement, including any incident involving payment of the Donorship Fee, this may lead to a suspension and/or termination of the Agreement without any prejudice to any claim for damages or otherwise which Bando Boys Club may have against the Donor.
19.5 Bando Boys Club is entitled, for purposes of preventing suspected fraud and/or where it suspects that the Donor has created multiple profiles to take advantage of a promotion intended by Bando Boys Club to be used once-off by the Donor, to blacklist the Donor, refuse to accept or process payment on any order, and/or to cancel any order concluded between the Donor and Bando Boys Club, in whole or in part, on notice to the Donor.
19.6 Bando Boys Club shall only be liable to refund the Donor money already paid (at its sole and absolute discretion) and accepts no other liability which may arise as a result of such blacklisting and/or refusal to process any transaction.
19.7 The Donor may, at any time, choose to terminate use of the Website, with or without notice to Bando Boys Club.
20. FORCE MAJEURE
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20.1 If any Party is prevented or restricted directly or indirectly from carrying out all or any of its obligations under this Agreement from any cause beyond the reasonable control of that Party (including without limiting the generality of the foregoing, war, civil commotion, riot, insurrection, strikes, lock-outs, fire, explosion, flood, plague, pandemic and acts of God) where a Party is prevented from carrying out all or any of its obligations, the Party so affected shall be relieved of its obligations hereunder during the period that such event and its consequences continue but only to the extent so prevented and shall not be liable for any delay or failure in the performance of any obligations hereunder of loss of damages either general, special or consequential which the other Parties may suffer due to or resulting from such delay or failure, provided always that written notice shall within 48 (forty-eight) hours of the occurrence constituting Force Majeure be given of any such inability to perform by the affected Party and provided further that the obligation to give such notice shall be suspended to the extent necessitated by such Force Majeure.
20.2 For the avoidance of doubt, to the extent that a Party’s obligation involves the payment of any amounts which are due, owing and payable, such obligation shall not be suspended by any Force Majeure event.
20.3 Any Party invoking Force Majeure shall use its Best Endeavours to terminate the circumstances giving rise to Force Majeure and upon termination of the circumstances giving rise thereto, shall forthwith give written notice thereof to the other Parties.
20.4 If the full and proper implementation of this Agreement is precluded by any of the events or a combination of the events contemplated in clause 20.1 for a period of more than 3 (three) consecutive Months at any one time, then and in such event the Parties shall endeavour to conclude new arrangements equitable to both of them and should they fail to agree upon any such new arrangements within 90 (ninety) days of any of the Party calling upon the others to do so, then either of the Parties shall be entitled to terminate this Agreement.
21. BREACH
21.2 ​Should either Party:
​21.1.1 fail to meet any of its payment obligations in terms of this Agreement, as and when such payment becomes due;
21.1.2 terminate or attempt to terminate this Agreement prior to the discharge of all of the Donor’s obligations in terms of this Agreement;
21.1.3 commit any fraudulent or willful misconduct in the performance of this Agreement;
21.1.4 have made any incorrect, false or misleading representation, statement or warranty in this Agreement, or in any other document provided or required in connection with this Agreement, alternatively any representation, statement or warranty becomes incorrect, false or misleading during the term of this Agreement and fail immediately to advise the other Party of such change in writing; or
21.1.5 commit any breach of any other provision of this Agreement and fail to remedy same within 7 (seven) days of receipt of notice from Bando Boys Club calling on the Donor to remedy;
same shall constitute a material breach of this Agreement and, without prejudice to any other rights which the non-defaulting Party may have in law, shall entitle the non-defaulting Party, without providing any further notice to the defaulting Party, to terminate this Agreement and recover any and all damages which it may have suffered as a result of such termination.
22. NOTICES
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22.1 ​Each Party chooses the address chosen by it below as its domicilium citandi et executandi, for all purposes arising out of or in connection with this Agreement, at which address all the processes and notices arising out of or in connection with this Agreement, its breach or termination, and any legal notice, pleading or process, may validly be served upon or delivered to it:
Bando Boys Club: as per the Information Sheet
the Donor: as per the Information Sheet
22.2 The Parties may, on written notice to the others, change the address nominated by it in terms of clause 22.1 above to any other physical address within South Africa (not a Post Office Box or similar), provided that such change shall only be deemed to be effective on the 7th (Seventh) day after the last of the Parties has received such notice in accordance with the provisions of this clause.
23.3 Any notice given in terms of this Agreement shall be in writing and shall
(i) if delivered by hand, be deemed to have been duly received by the addressee on the first Business Day following the date of delivery;
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(ii) if delivered by recognised international courier service, be deemed to have been duly received by the addressee on the first Business Day following the date of such delivery by the courier service concerned; And
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(iii) if dispatched by electronic mail, be deemed to have been received on the Business Day following the date of dispatch.
23.4 Notwithstanding anything to the contrary contained in this Agreement, a written notice or communication actually received by one of the Parties from another shall be adequate written notice or communication to such Party.
23. GENERAL TERMS AND CONDITIONS
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23.1 Legal Force of Agreement:
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This document does not constitute an offer and shall be of no legal force or effect unless or until it has been signed by all the Parties hereto. Until such time that it has been signed by all the Parties hereto, any Party shall be entitled to withdraw from further negotiations and decline to enter into any agreement in relation to the subject matter of this Agreement.
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23.2 Confidentiality:
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23.2.1 Each Party shall keep secret and confidential all, and not disclose to any person any, information of and/or concerning the affairs of the other that they may have acquired in negotiating, settling and/or implementing this Agreement. The aforesaid restriction with regards to disclosure shall not apply where disclosure is strictly necessary for the purpose of giving effect to this Agreement, provided that,
(i)the disclosing Party undertakes to bind such third party to the provisions of this clause, the terms adjusted for the context (such third party not being entitled to further disclose such information conveyed to it); and (ii) the disclosing Party guarantees the performance of such third party in respect of same. Further no Party shall use any such information for its own benefit.
23.2.2 The obligations in this clause shall, to the degree necessary, not extend to information (i) which is in or comes into the public domain otherwise than through the default of any Party or an outsider; (ii) the disclosure of which is agreed to by the Parties; (iii) which is properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction; (iv) the disclosure of which is required by law, a stock exchange or other regulatory authority; (v) which is already known to the disclosing Party and is not subject to an obligation of confidence; (vi) which is independently developed by the disclosing Party without using proprietary information; and/or (vii) which is rightfully received from an outside party.
23.3 Warranty of Authority:
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Each Party warrants to the other that it has the power, authority and legal right to sign and perform this Agreement and that this Agreement has been duly authorised by all necessary actions of its directors and/or executive committee, whichever is applicable, and constitutes valid and binding obligations on it in accordance with the terms of this Agreement.
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23.4 Relationship between the Parties:
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Notwithstanding anything to the contrary herein, the relationship of the Parties shall be governed by the terms of this Agreement, and nothing contained herein shall be deemed to constitute a partnership between them. The Parties shall not by reason of the actions of any one of them incur any personal liability as co-partners to any third party, and no Party shall be entitled or empowered to represent or hold out to any third party that the relationship between them is that of partnership.
23.5 Implementation and Good Faith:
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The Parties undertake to do all such things, perform all such acts, and take all steps to procure the doing of all such things and the performance of all such acts, as may be necessary or incidental to give or be conducive to the giving of effect to the terms, conditions and import of this Agreement. The Parties shall at all times during the continuance of this Agreement observe the principles of good faith towards one another in the performance of their obligations in accordance with the terms of this Agreement. This implies that they shall (i) at all times during the term of this Agreement act reasonably, honestly and in good faith; (ii) perform their obligations arising from this Agreement diligently and with reasonable care; and
(iii) make full disclosure to each other of any matter that may affect the execution of this Agreement.
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23.6 Independent Advice:
Each Party acknowledges that it has been free to secure independent legal advice as to the nature and effect of all the provisions of this Agreement and that it has either taken such independent legal advice or dispensed with the necessity of doing so. Further, each Party hereto acknowledges that all of the provisions of this Agreement and the restrictions herein contained are fair and reasonable in all the circumstances and are part of the overall intention of the Parties in connection with the transaction set out in this Agreement.
23.7 Entire Agreement:
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This Agreement constitutes the whole agreement between the Parties as to the subject matter hereof and no agreement, representations, or warranties between the Parties other than those set out herein are binding on the Parties.
23.8 Non-Variation:
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No addition to or variation, consensual cancellation or novation of this Agreement and no waiver of any right arising from this Agreement or its breach or termination shall be of any force or effect unless reduced to writing and signed by all the Parties or their duly authorised representatives.
23.9 Pactum de non Petendo:
No suspension of a right to enforce any term of this Agreement and no pactum de non petendo shall be of any force or effect unless in writing and duly signed by both Parties.
23.10 Relaxation and Indulgence:
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No latitude, extension of time or other indulgence which may be given or allowed by any Party to the other in respect of the performance of any obligation hereunder or enforcement of any right arising from this Agreement, and no single or partial exercise of any right by any Party, shall under any circumstances be construed to be an implied consent by such Party or operate as a waiver or a novation of, or otherwise affect any of that Party’s rights in terms of or arising from this Agreement or estop such Party from enforcing, at any time and without notice, strict and punctual compliance with each and every provision or term hereof.
23.11 Severability and Deletion:
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Notwithstanding anything to the contrary herein contained or implied by law, each and every term and condition of this Agreement shall be deemed to be separate and severable from the other terms hereof. If any term is found by any court of competent jurisdiction to be vague or invalid or unenforceable, that term shall be treated as pro non scripto and shall in no way affect the validity of the remaining terms and provisions hereof.
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23.12 Termination:
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Termination of this Agreement for any cause shall not release a Party from any liability which at the time of termination has already accrued to another Party or which thereafter may accrue in respect of any act or omission prior to such termination.
23.13 Governing Law and Jurisdiction:
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23.13.1 The validity of this Agreement, its interpretation, the respective rights and obligations of the Parties and all other matters arising in any way out of it or its expiration or earlier termination for any reason shall be determined in accordance with the laws of the Republic of South Africa.
23.13.2 The Parties hereby consent to the adjudication of any dispute, to the degree that such dispute is not otherwise regulated in terms of this Agreement, by any Western Cape court of competent jurisdiction; in accordance with, and in amplification of which, the Parties hereby specifically consent to the exclusive jurisdiction of such court.
23.13.3 Any legal costs incurred in relation to this agreement will be reclaimable on a scale as between attorney and client.
23.14 Counterparts:
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This Agreement may be executed in several counterparts and all counterparts so executed shall constitute one agreement, which shall be binding on all of the Parties hereto, notwithstanding that all of the Parties are not signatories to the original or the same counterpart.