• user agreement
    01.01 This user agreement describes the terms and conditions which you accept by using our website or our services. We have incorporated by reference some linked information.
  • definitions
    02.01 In this agreement, the following words shall have the meanings given to them hereunder except where the context indicates otherwise:
    02.01.01 "account" means the account associated with your unique login reference number; 02.01.02 “Ads2Trade”, "we", "our", “ADS2TRADE” or “the company” or "us" means ADS2TRADE (Pty) Ltd with registration number 2018/240831/07 duly registered and incorporated within South Africa; 02.01.03 “Consumer Protection Act" means the Consumer Protection Act, 68 of 2008, as amended from time to time; 02.01.04 “intellectual property” shall mean on a worldwide basis, any and all rights associated with the ADS2TRADE Platform, including copyrights thereof; trade secrets or any data or information which provides value or a competitive advantage to its holder by not being publicly known; patents, patent applications, other intellectual and industrial property rights of every kind and nature, however designated, whether arising by operation of law, contract, license or otherwise; and applications and registrations and foreign equivalents thereof; 02.01.05 “lease” shall mean the lease of a site for a specified period; 02.01.06 “listing” shall mean the listing by an outdoor media owner of a site or sites on the ADS2TRADE Platform for rental; 02.01.07 “ADS2TRADE Platform” shall mean the web based outdoor advertising management platform, owned by ADS2TRADE; 02.01.08 “outdoor media owner” means a third party outdoor media owner who has elected to make use of the ADS2TRADE Platform for the purpose of making their sites available for rental; 02.01.09 “POPI Act” means the Protection of Personal Information Act, No 4 of 2013; 02.01.10 “site” shall mean an outdoor advertising site made available for rental on the ADS2TRADE Platform by an outdoor media owner; 02.01.11 “user", "you" or "your" means a user who visits or uses the website; 02.01.12 “user agreement” means this user agreement and any other material incorporated by reference from time to time; 02.01.13 “website" shall mean the websites operated by ADS2TRADE and available at: https://www.ads2trade.com and any of its regional or other domains or properties, and any related ADS2TRADE service, tool or application, specifically including mobile web, any iOS App and any Android App, or API or other access mechanism.
    02.02 No party may rely on any representation which allegedly induced that party to enter into this Agreement, unless the representation is recorded herein 02.03 No relaxation or extension which any party may grant to another party hereto to perform its obligations in terms of this Agreement shall prejudice or shall constitute an abandonment or novation of the first-mentioned party’s rights in terms of this Agreement. 02.04 No agreement varying, adding to, deleting from or cancelling this Agreement (including this clause) and no waiver of any right under this Agreement shall be effective unless in writing and signed by or on behalf of the parties. 02.05 The user agreement is deemed to be concluded at our principal place of business.
  • Overview
    03.01 ADS2TRADE has developed and owns the ADS2TRADE Platform. 03.02 The user wishes to make use the ADS2TRADE Platform. 03.03 By accessing the website, you agree to the terms as set out in this document. 03.04 We may amend this user agreement and any linked information from time to time by posting amended terms on the website, without notice to you. 03.05 We may, from time to time, and without notice, change or add to the website or the information, products or services described in it. However, we do not undertake to keep the website updated. We are not liable to you or anyone else if any error occurs in the information on the website or if that information is not current. 03.06 Before using the website, you must read the whole user agreement, the website policies and all linked information. 03.07 You must read and accept all the terms in, and linked to, this user agreement and the ADS2TRADE privacy policy and all website policies. By accepting this user agreement and by accessing our website our website, you agree that this user agreement will apply whenever you use the website, or when you use the tools we make available to interact with the website.
  • the ads2trade platform
    04.01 The ADS2TRADE Platform is an online venue which has been designed by the ADS2TRADE to operate as a web based integrated administration and sales system offering outdoor media owners and buyers, the ability to engage directly with one another to market, source and rent outdoor advertising structures. 04.02 Whilst the primary focus of the ADS2TRADE Platform is to facilitate connections between users the ADS2TRADE Platform will in addition, amongst others: -
    04.02.01 allow a user to: -
    04.02.01.01 select the platform that matches their advertising needs; 04.02.01.02 contract for the rental of the site; 04.02.01.03 customise advertising campaigns; 04.02.01.04 be capable of being used as a management tool by users.
    04.02.02 provide, if applicable: -
    04.02.02.01 a quotation to the user for and in respect of the rental of the site and the generation of their advertising campaign including, amongst others design services and printing; 04.02.02.02 monthly billing.
  • registration
    05.01 Prior to the user being able to use the ADS2TRADE Platform the user must, for registration purposes, provide ADS2TRADE with the information as prompted by the registration icon on the website. 05.02 ADS2TRADE reserves the sole and exclusive right to approve the user for registration as a user. Such registration shall be subject to the terms and conditions of this user agreement, and satisfaction of all conditions and requirements of this user agreement, and ADS2TRADE’s policies and procedures as amended from time to time. 05.03 Registration of the user is conditional upon the user’s continued compliance with all applicable terms of the user agreement 05.04 The registration is specific to the user and may not be used by any other person. Once registered the user will be provided with a unique login reference number/account number. The user associated with the account will be held responsible for all actions taken in respect of the account, without limitation. 05.05 Once registered the user agrees that it will not attempt or otherwise do any of the following: -
    05.05.01 infringe any laws, third party rights or the ADS2TRADE policies and procedures as developed from time to time; 05.05.02 fail to effect payment for services delivered to the user; 05.05.03 circumvent or manipulate the ADS2TRADE fee structure, the billing process, or fees owed to the ADS2TRADE or another user; 05.05.04 post false, inaccurate, misleading, deceptive, defamatory or offensive content (including personal information); 05.05.05 transfer your account; 05.05.06 distribute viruses or any other technologies that may harm the ADS2TRADE Platform or the interests or property of users (including their Intellectual Property Rights, privacy and publicity rights) or is unlawful, threatening, abusive, defamatory, invasive of privacy, vulgar, obscene, profane or which may harass or cause distress or inconvenience to, or incite hatred of, any person; 05.05.07 distribute or post spam, unsolicited, or bulk electronic communications, chain letters, or pyramid schemes; 05.05.08 download and aggregate listings from the ADS2TRADE website for display with listings from other websites without ADS2TRADE’s express written permission, 05.05.09 "frame", "mirror" or otherwise incorporate any part of the website into any other website without ADS2TRADE’s prior written authorisation; 05.05.10 attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by the ADS2TRADE in connection with the ADS2TRADE Platform; 05.05.11 copy, modify or distribute rights or content from the ADS2TRADE Platform of the ADS2TRADE’s copyrights and trademarks; or 05.05.12 harvest or otherwise collect information about users, including email addresses, without their consent; 05.05.13 use any robot, spider, other automatic device or manual process to monitor or copy any part of the website; 05.05.14 use any device, software or routine or the like to interfere or attempt to interfere with the proper working of the website. 05.05.15 take any action that imposes an unreasonable or disproportionately large load on the website infrastructure; 05.05.16 attempt to access any area of the website to which access is not authorized.
  • Content
    06.01 When the user provides content, the user grants ADS2TRADE a worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all copyright, trademark, publicity, and database rights (but no other rights) the user has in the content. 06.02 ADS2TRADE: -
    06.02.01 makes no warranty that user content will be made available on the website; 06.02.02 has the right (but not the obligation) to take any action deemed appropriate by the ADS2TRADE with respect to your user content; 06.02.03 has no responsibility or liability for the deletion or failure to store any content, whether or not the content was actually made available on the website.
    06.03 Any and all content submitted to the website is subject to our approval. ADS2TRADE may reject, approve or modify your user content at our sole discretion. 06.04 The user represents and warrant that the user content: -
    06.04.01 will not infringe upon or misappropriate any copyright, patent, trademark, trade secret, or other intellectual property right or proprietary right or right of publicity or privacy of any person; 06.04.02 will not violate any law or regulation; 06.04.03 will not be defamatory; 06.04.04 is not harmful to minors; 06.04.05 will not be obscene; 06.04.06 will not include incomplete, false or inaccurate information about a user or any other individuals; and 06.04.07 will not contain any viruses or other computer programming that is intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
    06.05 The user acknowledges and agrees that ADS2TRADE may transfer the user’s personal information to a related body and your information may be transferred outside of South Africa. 06.06 The user is solely responsible for all material that the user submits and any consequences that may result from the user’s submission. 06.07 ADS2TRADE has the right (but not the obligation), in its sole discretion and without notice, to refuse or to delete any material that the ADS2TRADE in its sole discretion considers to be in breach of these terms and conditions. 06.08 The user must submit all material in the format and detail determined by ADS2TRADE from time to time. 06.09 ADS2TRADE is not responsible for the accuracy of any material that is submitted; and does not endorse any material submitted and no such endorsement must be inferred or claimed by the user.
  • Communication
    07.01 Communication with other users on the website must be conducted through the text, audio and or other functionality provided on the Website. 07.02 You must not post your email address or any other contact information (including but not limited to Skype ID or other identifying strings on other platforms) on the Website, except in the "email" field of the signup form, at our request or as otherwise permitted by us on the website. 07.03 Unless you have a prior relationship with a user, you must only communicate with users via the website. You must not, and must not attempt to, communicate with other users through any other means. 07.04 We may read all correspondence posted to the website and download or access, and test (if necessary), all uploaded files, programs and websites related to your use of the website for the purpose of investigating fraud, regulatory compliance, risk management and other related purposes
  • Fee
    08.01 We charge fees for certain services. When you use a service that has a fee, you have an opportunity to review and accept the fee in terms of the quotation generated. 08.02 Unless otherwise stated, all fees are quoted in South African Rand. All ADS2TRADE charges are exclusive of VAT. 08.03 ADS2TRADE’s fees and charges provided for in clause 8 shall become due and payable on acceptance of the quotation generated.
  • User Contract
    09.01 Upon the buyer accepting a quotation the buyer and the outdoor media owner will be deemed to have entered into a contract under which the buyer agrees to lease outdoor advertising space and the outdoor media owner agrees to let such space to the buyer on the terms and conditions as set out in the quotation. You agree not to enter into any contractual provisions in conflict with the user agreement. 09.02 You are solely responsible for ensuring that you comply with your obligations to other users. If you do not, you may become liable to that user. You must ensure that you are aware of any domestic laws (including common law), international laws, statutes, ordinances and regulations relevant to you as a lessor and a lessee, or in any other uses you make of the Website. 09.03 If a user breaches any obligation to you, you are solely responsible for enforcing any rights that you may have. For the avoidance of doubt, we have no responsibility for enforcing any rights under a user contract. 09.04 Depending on their jurisdiction, buyers and outdoor media owners may have rights under statutory warranties that cannot lawfully be excluded. Nothing in this user agreement is intended to override a right that by applicable law may not be excluded. Nothing in this user agreement is intended to violate any laws relating to unfair contracts, and this agreement has been specifically redrafted to ensure compliance with unfair contracts legislation. To the extent that any component of this user agreement is in conflict with inalienable rights under local laws, all parties intend for this agreement to be read down only insofar as to be in compliance with such local laws and no further. 09.05 Each user acknowledges and agrees that the relationship between buyer and outdoor media owners is that of an independent contractor. Nothing in this user agreement creates a partnership, joint venture, agency or employment relationship between users. Nothing in this user agreement shall in any way be construed as forming a joint venture, partnership or an employer-employee relationship between ADS2TRADE and any user.
  • Funds
    10.01 You may have positive funds in your account if you have prepaid for fees or charges or for services to be provided to you in terms of this agreement. the website. 10.02 Funds in your account are held by us in our operating accounts held with financial institutions. Funds in your account are not held separately by us, and may be commingled with our general operating funds, and/or funds of other user's accounts. 10.03 You are not entitled to any interest, or other earnings for funds that are in your account. 10.04 We may receive interest on funds held by us in our operating accounts from financial institutions with whom we hold our operating accounts. Any such interest earned belongs to us and we will not be liable to any user for any imputed interest on such funds. 10.05 You acknowledge and agree that:
    10.05.01 we are not a bank or other licensed financial institution and do not provide banking services or any financial services to you; 10.05.02 the funds shown in your account which may include payments and/or any prepayment of fees and charges which you owe; 10.05.03 we are not acting as a trustee or fiduciary with respect to such funds or payments; 10.05.04 the amount of funds showing in your account is not insured and is not a guaranteed deposit; 10.05.05 funds in your account may be released from your account, at our sole and absolute discretion.
  • Indemnity
    11.01 The user indemnifies ADS2TRADE (and our officers, directors, agents, subsidiaries, joint venture partners and employees) against any claim or demand, including legal fees and costs, made against us by any third-party due to or arising out of user’s breach of this user agreement, or the users infringement of any law or the rights of a third party in the course of using the website and the ADS2TRADE Platform. 11.02 In addition, ADS2TRADE can apply any funds in the user account against any liabilities the user owes to ADS2TRADE or loss suffered by ADS2TRADE as a result of the User’s non-performance or breach of this Agreement.
  • Intelectual Property
    12.01 The user acknowledges, and accepts, that they will have no rights, of whatsoever nature in and to the intellectual property.
  • No Warranty as to Each User's Purported Identity
    13.01 ADS2TRADE does not confirm the user's purported identity on the ADS2TRADE Platform. Whilst ADS2TRADE may provide information about a user such information is based solely on data that a user submits, and the provision of such information does not in any way amount to an introduction, endorsement or recommendation by the ADS2TRADE.
  • No Warranty as to Content
    14.01 The ADS2TRADE Platform is a dynamic time-sensitive website. As such, information on the website will change frequently. 14.02 Having accepted the above the user accepts that the ADS2TRADE Platform and all content on it are provided on an “as is”, “with all faults” and “as available” basis and without warranties of any kind either express or implied. Without limiting the foregoing, ADS2TRADE makes no representation or warranty about: -
    14.02.01 any outdoor media owner; 14.02.02 the site; 14.02.03 the accuracy, reliability, availability, veracity, timeliness or content of the ADS2TRADE Platform or any outdoor media owner’s information; 14.02.04 whether the ADS2TRADE Platform or sites are up-to-date, error-free or non-misleading; 14.02.05 whether defects will be corrected; 14.02.06 whether the ADS2TRADE Platform or any data, content or material will be backed up or whether business continuity arrangements are in place in respect of the ADS2TRADE Platform; 14.02.07 the website or infrastructure on which they are based, being error or malicious code free, secure, confidential or performing at any particular standard or having any particular function.
  • Privacy
    15.01 We use your information as described in the ADS2TRADE privacy policy. If you object to your information being transferred or used in this way then you must not use our services. For the avoidance of doubt, your name and personal details shall be used for identity purposes in the normal course of conducting business in this online marketplace. This may include on invoices and purchase orders including but not limited to between transacting parties, including those automatically generated on awarding, 15.02 You acknowledge and agree that in the event that a dispute arises between you and another User in relation to any Project that you will first attempt to resolve any differences that you have in relation to such Project, including in relation to the quality of the services provided 15.03 You authorise us, subject to any applicable laws, to:-
    15.03.01 access from credit bureaux who are members of the Credit Bureau Association and subscribe to its Code of Conduct ("credit bureaux") your personal information concerning financial risk and payment habits ("payment profile") for purposes of fraud prevention and debtor tracing, and to disclose information regarding your payment profile to such credit bureaux;
  • Disputes between users
    16.01 If you continue to have any difficulties or problems in relation to a dispute with another user in relation to a listing we encourage you to contact us. 16.02 You agree that any dispute that is not related to payment arising between you and another user will be handled in accordance with this clause. ADS2TRADE will have full rights and powers to make a determination for all such disputes. Upon receipt of a dispute, ADS2TRADE shall have the right to request the outdoor media owner and the buyer to provide documentation in support of their claim or position in relation to the dispute. You agree that Ads2Trade has absolute discretion to accept or reject any document provided. You also acknowledge that ADS2TRADE is not a judicial or alternative dispute resolution institution and that we will make the determinations only as an ordinary reasonable person. In addition, we do not warrant that the documents provided by the parties to the dispute will be true, complete or correct and you agree to indemnify and (to the maximum extent permitted by law) hold ADS2TRADE and any of our affiliates harmless against any damages or liability you may suffer as a result of any documentation or material subsequently being found to be false or misleading. 16.03 In relation to disputes with any other users of the Website, you hereby agree to indemnify ADS2TRADE from any and all claims, demands, and damages, actual and consequential, of every kind and nature, known and unknown, that is related to such a dispute, our determinations and/or for other disputes.
  • disputes between us
    17.01 If a dispute arises between you and ADS2TRADE, our goal is to address your concerns immediately and, if we are unable to do so to your satisfaction, to provide you with a means of resolving the dispute quickly. We strongly encourage you to first contact us directly to seek a resolution by using our customer support website or emailing us at info@ads2trade.com. 17.02 For any claim, ADS2TRADE may elect to resolve the dispute in a cost-effective manner through binding non-appearance-based arbitration. If the ADS2TRADE elects arbitration, such arbitration will be initiated through an established alternative dispute resolution (ADR) provider, which is to be selected by ADS2TRADE. 17.03 All claims you bring against ADS2TRADE must be resolved in accordance with the terms of this agreement. All claims filed or brought contrary to this agreement shall be considered improperly filed and a breach of this agreement.
  • Relationship
    18.01 This Agreement does not constitute either of the parties as an agent or legal representative of the other for any purposes whatsoever and neither of the parties shall be entitled to act on behalf of, or to represent the other unless duly authorised thereto in writing.
  • Security
    19.01 The User must immediately notify ADS2TRADE upon becoming aware of any unauthorised access or any other security breach to the website, the user’s account or the ADS2TRADE Platform and do everything possible to mitigate the unauthorised access or security breach (including preserving evidence and notifying appropriate authorities). The User’s user account is the users, and the user must not share their user information with any third party. The User is solely responsible for securing their user information. ADS2TRADE will not be liable for any loss or damage arising from unauthorised access of the User’s account.
  • Promotion
    20.01 The ADS2TRADE may display the user’s business name, logo, images or other media as part of the ADS2TRADE Platform and/or other marketing materials relating to the Website, except where you have explicitly requested that we do not do this and we have agreed to such a request in writing
  • POLICIES AND PROCEDURES
    21.01 It is important for the User to read and understand all of ADS2TRADE’s policies and procedures as they provide the rules for trading on the ADS2TRADE Platform. 21.02 ADS2TRADE’s policies and procedures, including all policies referenced in them, are part of this Agreement and provide additional terms and conditions related to the use of the ADS2TRADE Platform and the website, including but not limited to:
    21.02.01 privacy policy; 21.02.02 code of conduct; 21.02.03 POPI policy; 21.02.04 Consumer Protection Act policy.
    21.03 Each of these policies may be changed from time to time. Changes take effect when ADS2TRADE post them on the website. When using particular services on our Website, you are subject to any posted policies or rules applicable to services you use through the Website, which may be posted from time to time. All such policies or rules are incorporated into this User Agreement.
  • General
    22.01 No party may rely on any representation which allegedly induced that party to enter into this Agreement, unless the representation is recorded herein. 22.02 No relaxation or extension which any party may grant to another party hereto to perform its obligations in terms of this Agreement shall prejudice or shall constitute an abandonment or novation of the first-mentioned party’s rights in terms of this Agreement. 22.03 No agreement varying, adding to, deleting from or cancelling this Agreement (including this clause) and no waiver of any right under this Agreement shall be effective unless in writing and signed by or on behalf of the parties 22.04 The expiration or termination of this Agreement does not affect such of its provisions which of necessity shall continue to apply after such expiration or termination.
  • Abusing Ads2Trade
    23.01 ADS2TRADE reserves to the greatest extent possible all rights, without limiting any other remedies, to limit, suspend or terminate our service(s) and or user account(s), suspend or ban access to our services, remove any content, and to take any and all technical or legal steps to ban users. 23.02 Without limiting the reasons for taking the aforementioned actions, conduct giving rise to this response could include: -
    23.02.01 use of our services for any illegitimate or non-bona fide purpose 23.02.02 creating problems with other users or potential legal liabilities 23.02.03 infringing the intellectual property rights of third parties 23.02.04 acting inconsistently with the letter or spirit of any of our policies 23.02.05 abuse of any staff members including inappropriate or unreasonable communications 23.02.06 any attempt to use the ADS2TRADE Platform or services for any objectionable purpose
  • Feedback
    24.01 If you have any questions about this user agreement or if you wish to report breaches of this user agreement, please contact us by using our customer support website or emailing us at info@ads2trade.com.