Terms and Conditions of Use

1.1 The following terms will be assigned the following meanings when used in these Terms:

  1. Advertised or Advertisement means the Content that has been advertised by Uza Digital on behalf of the User by displaying or flighting the Content on the Advertising Medium;
  2. Advertising Medium means the advertising medium on or through which the Content is displayed or flighted by Uza Digital in accordance with these Terms and makes use of indoor digital billboards;
  3. Content means the advertising content that has been created by the User and which content is displayed/ by Uza Digital on the Advertising Medium in accordance with these Terms;
  4. Content Booking Process means the booking process provided for by the Website in terms of which the User is able to upload Content for flighting or display on the Advertising Medium, as is set out in detail in clause 17 below;
  5. ECT Act means the Electronic Communications and Transactions Act, 25 of 2002;
  6. Intellectual Property means all patents, trademarks, designs, logos, trade or business names, trade secrets, know-how, and copyright or any changes or additions thereto (if any), whether or not registerable, registered or application for registration of any such rights has been made in any country;

    1. Parties means Uza Digital and the User, and Party shall, as the context indicates, be a reference to any one of them;

  7. Privacy Policy means the privacy policy of Uza Digital which is saved on the Website and may be amended from time to time;
  8. Service means the advertising display and flighting service provided by Uza Digital to Users through Uza Digital’s Software, Website and Advertising Medium, and a reference to Services shall mean any combination of such services as the context may indicate;
  9. Sites means the geographical location/s at which the Advertising Medium/s are situated, from time to time, as reflected in the Content Booking Process;
  10. Software means the cloud based proprietary software through which Uza Digital offers the Services on the Website;

    2. South Africa means the Republic of South Africa;

  11. Terms means these terms and conditions, and expressly includes any annexures;
  12. User means:
    (a) any person accessing any part of the Website, including the home page; or
    (b) any person that has registered with Uza Digital through the Website in order to use the Services; and

    3. Uza Digital means Uza Digital Proprietary Limited (registration number 2013/013207/07), a private company incorporated in accordance with the laws of South Africa, the proprietor of the Website;

  13. Website means the website located at www.uzadigital.com and all content found therein, including but not limited to any text, images, computer programmes, software code, metadata, databases, graphic design elements and all other materials accessible through the website, but expressly excluding links to external third party websites.

1.2 The clause headings in these Terms have been inserted for purposes of convenience only and will not be taken into consideration in its interpretation;

1.3 Any reference to:

  1. the singular includes the plural and vice versa;
  2. any gender includes the other genders; and
  3. a natural person includes a juristic person and vice versa.

1.4 Any reference to "days" means calendar days, and any time period prescribed in these Terms will be calculated by excluding the first and including the last day of that period.

1.5 The word “device” means any electronic device on which the Website may be accessed and/or viewed

1.6 The word "including" means "including without limitation". The use of the word "including" followed by a specific example/s will not be construed as limiting the meaning of the general wording preceding it.

1.7 Expressions defined in these Terms shall bear the same meanings in schedules or annexures to these Terms which do not themselves contain their own conflicting definitions.

PART 1 - USE OF THE WEBSITE AND SOFTWARE

2.1  By accessing and using the Website and the Software, the User agrees to be bound by these Terms, including any privacy, acceptable use or other policies which are published on the website from time to time.

2.2  If the User does not agree to be bound by these Terms, the User must leave the Website immediately. If the User does not leave the Website immediately, the User’s continued use of the Website and the Software will be inferred to be a statement of the User’s intent to be bound by these Terms as per section 24 of the ECT Act.

The User agrees that the User will not utilise the Website or any Service to:

3.1  upload, post or otherwise transmit any content that is unlawful, harmful, abusive, defamatory, obscene or otherwise objectionable or constitutes harassment or hate speech, or which is invasive of the privacy of another;

3.2  impersonate any person connected to the Website or any Service or otherwise misrepresent their association with any such person;

3.3  take any steps to disguise the origin of any communications or content;

3.4  take any steps to restrict access to any part of the Website;

3.5  upload, post or otherwise transmit any content that infringes the intellectual property rights of a third party or which the User is restricted from uploading, posting or otherwise transmitting by operation of law, contract or duty of care;

3.6  use the Website or any Service to engage in any unsolicited, unlawful or unauthorised marketing, advertising or promotional activities, including but not limited to the harvesting of addresses and the sending of spam and chain letters;

3.7  upload, post or otherwise transmit any content that contains any malicious code which is designed to or will have the effect of disrupting in any way and to any degree the operation of the Website or any Service, and of any software, hardware or electronic communications equipment on which it relies for its operation;

3.8  collect and / or store data on any other User or Users; or

3.9  engage in any commercial activity on or through the Website without the prior written consent of Uza Digital.

The User should regard nothing contained in the Website as an offer, but rather as an invitation to do business.

5.1  The purchase and sale of any Services may be classified as “an electronic transaction” for the purposes of the ECT Act. Users, who are consumers for the purposes of Chapter 7 of the ECT Act, enjoy certain rights in relation to such electronic transactions which are set out below.

5.2  Uza Digital is required in terms of section 43 of the ECT Act to provide Users with the following information:

  1. Website owner: Uza Digital Proprietary Limited;
  2. Legal status: Uza Digital Proprietary Limited is a private company with limited liability, duly incorporated in accordance with the Companies Act, 71 of 2008;
  3. Registration Number: 2013/013207/07;
  4. Directors: Mark Andrew Burger; Warren Mostert; Tariq Jason Bawa;
  5. Description of main business: digital advertising solutions;
  6. Telephone number: (+27) 60 438 9725;
  7. E-mail address: info@uzadigital.com;
  8. Website address: www.uzadigital.com;
  9. Physical Address: 266 Bryanston Drive, Bryanston, Sandton, 2191;
  10. Postal Address: 266 Bryanston Drive, Bryanston, Sandton, 2191;
  11. Registered Address: 266 Bryanston Drive, Bryanston, Sandton, 2191; and
  12. VAT Number: 4150292581.

5.3  The rights contained in section 44 of the ECT Act do not apply to the Services.

6.1  While Uza Digital takes all reasonable security precautions to protect the accessibility and integrity of the Website and all Content contained therein, Uza Digital will not be liable for any damage caused by the malicious use of the Website or by the introduction or downloading of any harmful or destructive data or code that is passed on to the User through the User's use of the Website.

6.2  The User agrees that the User will not undertake any of the following acts:

  1. gaining ,or attempting to gain, unauthorised access to the Website or any part thereof;
  2. intercepting, or attempting to intercept, any data contained in or transmitted to or from the Website without authority or permission to do so;
  3. interfering, or attempting to interfere, with any data contained in or transmitted to or from the Website without authority or permission to do so;
  4. using, or attempting to use, any device, including a computer programme or a component designed primarily to overcome any security measures for the protection of data, to overcome any security measures used by Uza Digital in relation to the Website;
  5. interfering with the access of others to the Website which constitutes a denial, or partial denial, of service to such persons; or
  6. delivering, or attempting to deliver, any unauthorised or malicious code or content to the Website.

6.3  There is no general obligation on Uza Digital to monitor any data which is transmitted or stored via the Website, or to actively seek facts or circumstances which may indicate any unlawful activity. However, in order to provide secure Services and where required to do so under law, Uza Digital may monitor and/or intercept electronic communications which are sent and received by the Website from time to time. The User hereby acknowledges that they are aware of such potential monitoring and/or interception and they expressly and voluntarily consent thereto.

7.1  Subject to clauses 14 and 15, all right, title and interest in and to the Intellectual Property is owned by or licensed to Uza Digital. The User unconditionally and irrevocably agrees that under no circumstances will it acquire any right, title or interest to the Intellectual Property and nor will it assert any claim in this regard.

7.2  The User acknowledges that the Website contains links to third party advertising and material. Accordingly, the User agrees that all Intellectual Property in any third party advertisements or material vests in, or is licensed to, the relevant third-parties.

7.3  The “Uza Digital” name and logo are trademarks owned by Uza Digital and may not be used by the User in any manner, under any circumstances, without the express prior written permission of Uza Digital.

7.4  The User shall not, under any circumstances and at any time, remove, amend, alter, copy, exploit or otherwise deal with any Intellectual Property relating to the Website or any Service.

8.1  The Website may contain third party advertising or material from time to time. Uza Digital will not be responsible or liability for any error or inaccuracy appearing in any third party advertisement which appears on the Website.

8.2  The User acknowledges and agrees that Uza Digital does not necessarily endorse or support any product or service that may be advertised in any third party advertisements or material that may appear on the Website from time to time.

8.3  The User acknowledges and agrees that Uza Digital is not be liable for the content of any material posted or made available on any social media platform or blog which may be displayed on or linked to the Website from time to time.

9.1  In order to improve the Services, Uza Digital may use a “cookie” and/or other similar files or programmes which may place certain information on the User’s device when the User visits the Website. A cookie is a small amount of data that Uza Digital’s web server sends to the User’s web browser when the User visits certain parts of the Website.

9.2  Uza Digital may use cookies to:

  1. allow Uza Digital to recognise the User’s device when the User returns to the Website so that Uza Digital can understand the User’s interest in the Website and tailor its content and advertisements to match the User’s interests (This type of cookie may be stored permanently on the User’s device but does not contain any information that can identify the User personally);
  2. identify the User after the User has logged in by storing a temporary reference number in the cookie so that Uza Digital’s web server can conduct a dialogue with the User while simultaneously dealing with other customers (the User’s browser keeps this type of cookie until the User logs off or closes down the User’s browser when these types of cookie are normally deleted. No other information is stored in this type of cookie);
  3. allow the User to carry information across pages of the Website and avoid having to re-enter that information;
  4. allow the User access to stored information if the User registers for any of Services;
  5. enable Uza Digital to produce statistical information (anonymous) which helps Uza Digital to improve the structure and content of the Website; and
  6. enable Uza Digital to evaluate the effectiveness of its advertising and promotions.

9.3  Cookies do not enable Uza Digital to gather personal information about the User unless the User gives the information to the Uza Digital server. Most internet browser software allows the blocking of all cookies or enables the User to receive a warning before a cookie is stored. For further information, please refer to the User’s internet browser software instructions or help screen. Alternatively, information on deleting or controlling cookies is available at http://www.allaboutcookies.org.

11.1  Permission to link to the Website is given without assumption of any liability on the part of Uza Digital. Uza Digital reserves the right to withdraw such permission at any time and for any reason.

11.2  Hyperlinks, whether in the form of text, images or banner advertising, contained in the Website and directed towards third party websites are provided without any warranties or endorsements as to the content, suitability, accuracy or security of the third party websites linked to. The Website does not control and/or edit the content of the third party websites or pages linked to, and Uza Digital disclaims all liability, direct or indirect, which may arise from the use or inability to use a link or a linked-to website. Use of the third party websites or pages linked to is exclusively at the risk of the User.

11.3  Express, prior written permission from Uza Digital, which may be subject to any further terms and conditions that it deems fit, is required before the Website, any of its pages and/or any of the content contained therein is framed. Requests for permission can be submitted to info@uzadigital.com.

Uza Digital reserves the right, in its sole and absolute discretion and without prior notification, to terminate access to and use of the Website by any User for any action or inaction by a User which constitutes a breach of these Terms, or as a result of events beyond the reasonable control of Uza Digital, including technical failures, or for any other valid reason in law.

PART 2 - USE OF SERVICES

These Terms only give the User some rights to use the Software. Uza Digital reserves all other rights, including copyright and other Intellectual Property rights. The User may use the Software only as expressly permitted in these Terms. In doing so, the User must comply with any technical limitations in the Software that only allow the User to use it in certain ways. The User will not reverse engineer, decompile or disassemble the Software.

14.1  The User represents and warrants that it owns or otherwise controls all of the rights to the data that it uploads to the Website and the Software. The User acknowledges and agrees that its account and all data associated with it may be deleted upon the User’s request at any time or within a reasonable time upon account termination. The User owns the data that the User enters into the Software.

14.2  If a court or a government body requests the User’s data, Uza Digital will communicate the request to the User to enable the User to oppose the request, at the User’s own cost, if the User so desires. If the User fails to have the data access request overturned, Uza Digital may disclose the requested data to the requesting body.

14.3  Uza Digital may access the User’s data for the purpose of providing customer service to the User or for maintaining or improving the Software. The User agrees that any other type of data such as comments, feedback, problem reports, suggestions, etc. that the User may provide in future will become the property of Uza Digital upon receipt of such data.

14.4  The User hereby consents to Uza Digital making use of any Content for it’s own marketing and promotion, including (but not limited to) posting same on social media networks, inter alia as follows:

  1. to make mention of the User and/or the User’s brand/s and/or any Content as part of marketing collateral; and
  2. to make use of the User’s name and/or brand/s and/or logo’s, generally.

15.1  Uza Digital may collect personal information about the User from time to time to enable it to perform and provide the Services.

15.2  Uza Digital will not use the User’s personal information for any other purpose without the User’s written consent. Uza Digital will not disclose the User’s personal information to any third parties who are not involved in the performance of the Services unless the User has given its written consent for it to do so.

15.3  Uza Digital respects the privacy of Users' personal information. Further information in this regard is contained in Uza Digital’s Privacy Policy.

15.4  In providing the User’s telephone, postal and e-mail address or similar details, the User agrees that Uza Digital may contact the User by these methods to keep the User informed about Uza Digital’s Services from time to time. Uza Digital also regularly sends out newsletters to Users informing them, among other things, about new features relating to any Service and/or the Website or about relevant events in the upcoming months.

15.5  If the User wishes to unsubscribe from any mailing list administered by Uza Digital, then the User must follow the prompts at the bottom of the emails to unsubscribe.

16.1  In order to access the Service, a User must register an account with Uza Digital and create a business profile.

16.2  When registering an account, User's agree that:

  1. they will provide full and accurate information when required, including a username and password;
  2. registration is for a single User and a User's username and password cannot be shared with any other person or be used to allow multiple access to other Users over a network;
  3. they will not impersonate or attempt to impersonate any other person or use any false names or details when registering; and
  4. they will frequently check and update the information pertaining to their registration.

17.1  When booking Content on the Website, the User must provide the following information:

  1. industry;
  2. province in which Sites are located;
  3. city in which Sites are located;
  4. suburb in which Sites are located; and
  5. specific Site and Advertising Medium.

17.2  The User may:

  1. select one or multiple Sites at the same time;
  2. select the time and dates that the Content will be Advertised; and
  3. upload Content for one or multiple Advertisements at the same time.

17.3  Depending on the User’s selections, Uza Digital will provide Advertisement time slots and related pricing rates following the User’s selection.

17.4  Uza Digital will review the User’s Content for compliance with clause 3 and its advertising policies before the Content is Advertised, which review process may take up to 24 hours.

17.5  Once Content is submitted for review, the User will be shown an itemised list which indicates:

  1. Content to be uploaded;
  2. Content format (Image, Video, Slideshow, Webpage);
  3. Advertisement timing;
  4. number of Advertising Mediums selected;
  5. Site locations;
  6. itemised billing; and
  7. total cost.

17.6  The User will then confirm the details of the Content booking.

17.7  In performing the Services, Uza Digital provides electronic feedback and information through the Website and/or Software to the User. The electronic feedback referred to in this clause 17 is in the form of pre-programmed automated responses that depend on inputs from the User in using the Services and Software.

18.1  Uza Digital may refuse to Advertise or continue to Advertise on or through the Advertising Medium/s any Content which, in its sole discretion, is objectionable, unsuitable for display or likely to give offence or that has not been approved in accordance with Uza Digitals advertising policies.

18.2  The User indemnifies the Uza Digital and the Advertisement Medium retailer together with their directors, officers and employees against any claim, loss or damage (together with legal costs on the attorney and client scale), that either of them may suffer as a result of any content being alleged and/or proved to be defamatory or harmful of any person (natural or juristic), or infringe on any third party’s intellectual property or other rights or for any other cause whatsoever. The User agrees to co-operate fully with Uza Digital and its legal advisers in the event of any such claim.

19.1  The User acknowledges and agrees that Uza Digital may, at any time:

  1. move the Advertising Mediums to a Site other than as specified in the Content Booking Process or to an alternative location, when Uza Digital considers it appropriate to do so, at which time Uza Digital shall immediately notify the User of the removal and the re-location. Uza Digital shall use its reasonable endeavours to re-locate the Advertising Mediums at a location as near as possible with the same or similar advantages to the User at the original location;
  2. cancel the Advertisement and these Terms on written notice to the User should it for any reason not be able to continue to comply with its obligations in terms of these Terms.
  3. add, remove or change any function, characteristic or feature of any Service for any reason;
  4. suspend or cancel the provision of any Service for any reason.

19.2  Uza Digital may terminate the User’s account, delete the User’s profile and any content or information that the User has entered (after giving the User a reasonable opportunity to download the User’s data) and/or prohibit the User from using or accessing the Software (or any portion, aspect or feature of the Software) if the User violates the terms of use or fail to pay the User’s subscription fees.

19.3  The User may cancel the User’s subscription and terminate the User’s account at any time. If the User voluntarily cancels its subscription, prior to cancelling its account, the User may download its data by using the “Download” function and/or other export functions (if the User chooses to do so). In the event that Uza Digital cancels the User’s account, Uza Digital will notify the User so that the User has an opportunity to download its data.

19.4  Uza Digital may also choose to keep (as dormant) some or all data in the Uza Digital databases after the termination or cancellation of the User’s account (even when the cancellation is requested by the User).

19.5  An account can be cancelled by a User by clicking on “Profile” 🡪 “Account” 🡪 "Delete My Account" on the Website.

19.5  An email will be sent to confirm the deletion of an account. The account will be deleted only after the User clicks on the link in the email.

20.1  Pricing may change at any time without notice. Pricing listed on the Website pricing page is the only applicable pricing.

20.2  Uza Digital accepts payments for the Services through:

  1. a credit card or cheque card;
  2. Paypal; or
  3. credit from a User’s business profile wallet.

20.3  Payment for Services is made immediately upon a User confirming a purchase in accordance with Content Booking Process.

20.4  If the User’s Content is deemed inadmissible for Advertising on an Advertising Medium (due to non-compliance with Uza Digital’s advertising policies), Uza Digital will credit the User and provide reasons why the User’s Content is inadmissible. The User will be given an opportunity to make adjustments to its Content so that the Content may be Advertised.

20.5  Unless explicitly stated otherwise, all amounts displayed are inclusive of Value Added Tax ("VAT") at the standard rate of 15%.

The User unconditionally and irrevocably warrants that all of the information provided by the User pursuant to the User’s use of a Service is complete and correct.

PART 3 - GENERAL

22.1  The entire Website, including, the software, text, images, links, downloads and coding, is provided “as is” and “as available”. Uza Digital makes no representations or warranties, express or implied, including but not limited to warranties as to the correctness or suitability of either the Website or the information contained in it.

22.2  The User agrees that the User's access to and use of the Website, including the downloading of any material from the Website, is at the User's own risk and that the User will be solely responsible for any damage to any information system or loss of data that results from such access and use.

22.3  The Services are provided using a reasonable level of skill and care. Other than as expressly set out in these terms, Uza Digital makes no warranties regarding any Service. The Services are provided “as is”.

22.4  To the full extent permissible by applicable law, Uza Digital does not grant any warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. Uza Digital does not warrant that the Website, Software, servers, information, content, materials, products or services included on or otherwise made available to the User through the Website are free of viruses or other harmful components. Uza Digital will not be liable for any damages of any kind arising from the use of the Website, Software or from any information, content, materials, products or services included on or otherwise made available to the User through the Website, including, but not limited to direct, indirect, incidental, punitive, and consequential damages.

23.1  All information entered by the User is deemed to be information which is true and correct and Uza Digital will not be held liable under any circumstances for any errors or omissions in the information as provided by the User.

23.2  The User hereby confirms and agrees that any information contained on the Website has not been compiled to meet the User's individual requirements and that the User is responsible for satisfying itself that the information accessed and used is suited to its own requirements. If the User is not so satisfied, its sole and exclusive remedy is to stop accessing and using the Website and/or Services.

23.3  Uza Digital, its directors, officers, employees, publishers, suppliers, ISPs, partners, affiliates and agents, shall not be liable for any damage, loss, costs, penalties or liability of any nature, howsoever arising, incurred by the User or any other persons, including but not limited to direct, economic, consequential loss or loss of profits, resulting from, whether directly or indirectly:

  1. the use of, or the inability to use, the Website or Software in any manner; and
  2. the provision of any Service by Uza Digital to a User.

23.4  In particular, but without limitation, Uza Digital will not be liable for the following:

  1. failure, delay or errors in any Advertised Content and the User specifically waives any claim which it may have against Uza Digital; and
  2. loss or damage to the Content other than where such loss or damage is caused directly by the fault or gross negligence of Uza Digital. In such event, the User shall be responsible for the furnishing of further Content at its own cost and the User’s liability for all amounts due to Uza Digital under these Terms shall be unaffected thereby.

24.1  The User unconditionally and irrevocably indemnifies Uza Digital, its directors, officers, employees, publishers, suppliers, ISPs, sub-contractors, partners, subsidiaries and affiliates from any demand, action or application or other proceedings, including for attorneys fees (on an attorney and own client scale) and related costs made by any third party and arising out of or in connection with, whether directly or indirectly:

  1. the User's use of the Website, third party websites linked to from the Website or any of the content offered through this or any other sites linked to;
  2. the provision of any Services by Uza Digital to the User; and
  3. any liability, whether in respect of damages, costs or otherwise that Uza Digital may incur in terms of the Consumer Protection Act, 68 of 2008, as a result of the display of any Content on or through the Advertising Medium/s on behalf of the User.

24.2  The User indemnifies and holds Uza Digital harmless from and against any and all claims, losses, costs, delays, demands, damages, suits, judgements, penalties, liabilities, debts, expenses and causes of action and every other claim or litigation (including all costs thereof and attorneys’ fees) for bodily injury, illness, disease, or death to any person or third party personnel and/or loss of or damage to any third party property and/or for any and all other loss, damage or delay sustained by any third party which may in any manner arise from, or be incidental to the Services, Advertisements, or Content, whether or not such has been caused or contributed to by the fault or negligence of Uza Digital, including the sole negligence but excluding the gross negligence or wilful misconduct of Uza Digital.

25.1  The User hereby agrees that the law applicable to these Terms, their interpretation, and any matter arising from these Terms will be the law of South Africa.

25.2  The Website is owned, hosted and maintained within South Africa.

25.3  When using the Website and agreeing to these Terms, the User agrees that such use and agreement is deemed to have taken place in Johannesburg, and the High Court of South Africa, Gauteng Local Division, Johannesburg will be the only venue to resolve any disputes relating to these Terms and the User’s use of the Website and the Software.

The User agrees to give Uza Digital 60 (sixty) days to resolve and remedy any grievances or dispute prior to initiating any kind of legal action against Uza Digital.

27.1  Uza Digital reserves the right, at any time, to amend any of these Terms without any specific notice being given to the User. An updated version of the Terms will be posted on the Website and it will be the sole responsibility of the User to check and read the latest version of these Terms when accessing the Website.

27.2  If the User objects to any amendment of these Terms, their sole remedy will be to terminate their access and use of the Website.

27.3  Some application screens of the Software may include usage terms and conditions. Those terms and conditions, if any, are incorporated herein by reference.

28.1  Each term in these Terms is deemed to be separate and severable from each other and if any term or condition contained in these Terms is found by any court of competent jurisdiction to be invalid and/or unenforceable then, notwithstanding such invalidity and/or unenforceability, the remaining terms and conditions will be and remain of full force and effect.

28.2  These Terms of use, together with the Privacy Policy, and any other policies published on the Website, constitute the entire agreement between the Parties regarding the access and use of the Website. No other agreements, representations or warranties between the Parties regarding the access and use of the Website other than those set out herein are binding on the Parties.

28.3  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 under these Terms will be construed to be an implied consent or election by such Party, or operate as a waiver or a novation of, or otherwise affect any of the Party's rights in terms of or arising from these Terms.