1.1 Subject matter
1.1.2 Making Lemonade (Pty) Ltd shall only be the contractual partner for the services offered through Lemon, but not the seller or provider of goods and/or services of the Provider. Lemon shall not act as a representative for the Companies. The responsibility for compliance with all legal provisions and official rulings within the legal system applicable to the respective contract concluded through Lemon shall lie exclusively with the respective contractual Parties.
1.2.1 Lemon is the B2B Marketplace of Making Lemonade (Pty) Ltd.
1.2.2 Lemon B2B Financial Services (Pty) Ltd is an Affiliated Company of Making Lemonade (Pty) Ltd which is commissioned by Making Lemonade (Pty) Ltd with the billing and, using a payment service provider, with the acceptance and forwarding of payments.
1.2.3 The Acting Person shall refer to a natural person who actually uses Lemon.
1.2.4 The Company shall refer to the contractual partner of Making Lemonade (Pty) Ltd which acts as a Provider or a Customer.
1.2.5 The User may refer to both the Acting Person and the Company.
1.2.6 The Provider shall refer to the contractual partner who sells their goods and/or services to Customers using the Lemon platform.
1.2.7 The Customer shall refer to the Company to which the Provider delivers their goods and/or renders services through Lemon.
1.2.8 The Parties shall refer to the Company, the Acting Person, and Making Lemonade (Pty) Ltd.
1.2.9 The Affiliated Company of a Party shall refer to any legal entity, person or organisation (an Affiliated Company in each case),
1.2.10 The Cooperating Partner (Partner) shall refer to a service Provider for solutions in the field of electronic business relations that allows their Customer to access Lemon through a Lemon API and/or the Partner's system within the framework of their cooperation with Making Lemonade (Pty) Ltd.
1.2.11 Third Party shall refer to anyone who is not covered by the terms Party or Partner.
2.5 If a Company would like to integrate their Affiliated Companies into Lemon as well, the Company shall enter these Affiliated Companies into their Lemon account. The Customer shall also be obligated to use solely the addresses stored in the Lemon account for billing purposes for orders placed through Lemon. If a Customer lists billing addresses of unregistered Third Parties that are not stored in their account as the shipping address when placing an order, neither the transmission of this order by Lemon nor the delivery by the Provider shall constitute a contract between the Provider and the Third Party concerning the ordered item; solely the Customer shall be entitled and obligated by this order.
2.6 Lemon may be accessed exclusively by natural and legal persons or partnerships with legal capacity that are exercising their commercial or independent professional activity when concluding legal transactions through Lemon as well as by freelancers, authorities, corporations under public law and associations.
2.7 Natural persons acting as a Company or on behalf of a Company must be at least 18 years of age.
2.9 The User shall be responsible for creating the required technological environment to access Lemon, particularly regarding hardware and operating system software, internet connection and up-to-date and common browser software. Making Lemonade (Pty) Ltd shall inform the User of the system requirements as applicable upon request or at https://lemon.africa.
3.1.1 the prohibition of providing content through Lemon and/or through Partners using Lemon which violates legal provisions, official orders or moral standards,
3.1.2 prohibition of providing content through Lemon and/or through Partners using Lemon which violates rights of the Parties, their Affiliated Companies, Partners or Third Parties; particularly copy, patent and trademark rights or trade secrets,
3.1.3 the omission of depictions and opinions that are racist, grossly inappropriate, extremist, insulting and/or discriminatory, glorifying violence or urging criminal acts as well as any other violations of personal rights.
3.2 The content provided through Lemon or through Partners using Lemon, such as texts, graphics, logos, images, video clips, is protected by South African and international copyright law and must not be used without the express consent of the holder of the respective rights. The User must not use automated programs, such as crawling and extraction software, to extract any significant components from Lemon or the offers and services of the Partner for re-use without the express consent of the holder of the respective rights. Furthermore, the User must not create and/or publish their own database containing significant parts from the offer, services or conditions of Making Lemonade (Pty) Ltd or the Partners without the express consent of the holder of the respective rights. Furthermore, the User must not conduct any modification, translation, reverse engineering, disassembly, reconstruction, decompiling or copying of the content provided through Lemon and/or through Partners using Lemon. The User shall bear the burden of proof for the existence of the consent of the rights holder.
4.1 Making Lemonade (Pty) Ltd and the User agree that all contractually relevant declarations may be made in written or electronic form.
4.2 The User shall provide the data requested by Making Lemonade (Pty) Ltd upon registration and Company creation completely and correctly. If the submitted data changes after registration or the creation of a Company, the User shall notify Making Lemonade (Pty) Ltd of these changes without delay.
4.3 The User shall be responsible for keeping the access data to their Lemon account confidential. The User must not forward access data to Third Parties.
4.4 The User shall agree to be responsible for all activities authorised through their Lemon account unless the User has taken all necessary and reasonable precautions to ensure that the access data for the Lemon account was kept confidential and in a safe place.
4.5 The User shall inform Lemon without delay if they suspect that an unauthorised Third Party has gained knowledge of the access data or used the access data without authorisation or that this can be anticipated.
5.2 When choosing the type and order of the measures, Making Lemonade (Pty) Ltd shall take into consideration the interests of the User, particularly whether there is any indication that the User has not or predominantly not caused the violation. In the event of temporary blocking, Making Lemonade (Pty) Ltd shall decide on the unblocking of the User at its reasonable discretion, having obtained the opinion of the User, and notifying the User of the decision in due time.
6.1 Making Lemonade (Pty) Ltd may levy a fee for Companies using individual features of Lemon. The Company shall be notified of whether and when a fee is levied and how it is calculated prior to deciding to use the feature subject to a fee.
6.2 Making Lemonade (Pty) Ltd may change the fees at any time and shall notify the Company thereof, giving appropriate notice prior to the changes coming into effect. Such changes of the fee schedule shall not retroactively affect usages prior to the changes coming into effect.
7.1 The User Agreement is concluded for an indefinite period of time.
7.2 The User may terminate the User Agreement at any time unless a longer period has been agreed upon to extended contractual obligations.
7.3 Making Lemonade (Pty) Ltd may terminate the User Agreement by notice with a term of three months from the end of the month of notification. The right to block a User shall remain unaffected.
7.4 Notwithstanding a blocking or termination, contracts that are not completed at the time at which the termination or blocking becomes effective shall be duly processed.
8.1 Making Lemonade (Pty) Ltd shall not be held liable for limited capacity or Lemon availability (e.g., system failures, non-accessibility, non-availability, data loss) which were not caused by Making Lemonade (Pty) Ltd, particularly those caused by reasons which are beyond the control of Making Lemonade (Pty) Ltd (e.g., disruptions in, or outages of, the telecommunication network). Making Lemonade (Pty) Ltd shall not be held liable if these were caused by technical or operational aspects which are within the control of Making Lemonade (Pty) Ltd but do not fall below a limit of 99 per cent of the hours in one calendar year. Previously announced maintenance work outside the usual business hours as well as at weekends and on national holidays shall not be deemed an outage. Limited capacity or availability shall not represent faulty performance on behalf of Making Lemonade (Pty) Ltd.
8.2 The User shall be responsible for establishing and maintaining appropriate data backup systems. Making Lemonade (Pty) Ltd shall be liable for data losses only if the User could not have avoided such losses using appropriate data backup systems.
8.3 The above stipulations shall apply to the same extent to Companies Affiliated with Making Lemonade (Pty) Ltd, particularly Lemon B2B Financial Services (Pty) Ltd.
8.4 Making Lemonade (Pty) Ltd shall not be responsible for the content uploaded by the Users and does not adopt them.
9.1 Neither the User nor any of their Affiliated Companies or their financial institutions are subject to sanctions, designated on any list of prohibited or restricted parties, owned or controlled by a person named on such a list, including but not limited to the sanction lists maintained by the United Nations, the European Union or its member states or the government of the United States of America.
9.2 The legal transactions to be processed through Lemon, including the capital and payment transactions relating to them, are not affected by any embargo measures.
9.3 If these requirements are not fulfilled, the User shall be excluded from using Lemon and Making Lemonade (Pty) Ltd shall be entitled to terminate the User Agreement extraordinarily for good cause.
10.2 The User shall ensure compliance with any applicable national legal stipulations on data protection, in particular, the Protection of Personal Information Act (often called the POPI Act or POPIA), as well as any potential subsequent or complementary regulations within the User's field of responsibility and at the User's own cost.
11.1 "Confidential information" shall refer to all information and documents of the other respective Party which have been marked as confidential or must be regarded as confidential in light of the circumstances, particularly information about operational procedures, business relations and knowledge.
11.2 The Parties agree to maintain confidentiality relating to confidential information.
11.3 The confidentiality obligation shall not apply to any information:
11.4 The Party claiming this exception shall bear the burden of proof.
12.1 The User shall indemnify Making Lemonade (Pty) Ltd and Lemon B2B Financial Services (Pty) Ltd against all legitimate claims which other Users or other Third Parties assert against Making Lemonade (Pty) Ltd or Lemon B2B Financial Services (Pty) Ltd due to a culpable infringement of legal, contractual stipulations and/or other culpable behaviour by the User relating to the use of Lemon.
12.2 In particular, the indemnity shall include the services which Making Lemonade (Pty) Ltd or Lemon B2B Financial Services (Pty) Ltd have to render for Third Parties, such as compensation for damages, contractual penalties due to the contravention of declarations of discontinuance or commitment which are under contractual penalty, or fines, and the expenses incurred by Making Lemonade (Pty) Ltd or Lemon B2B Financial Services (Pty) Ltd due to a claim, such as costs incurred for the appropriate protection of their rights.
12.3 The indemnity shall apply to the same extent to the executives, board members, employees, legal representatives and deputies of Making Lemonade (Pty) Ltd and its Affiliated Companies, particularly Lemon B2B Financial Services (Pty) Ltd.
12.4 Claims arising therefrom shall become time-barred in accordance with the legal periods of limitation, starting at the end of the calendar year in which the claims were asserted against the creditor of the indemnity claim.
13.2 The exclusive place of jurisdiction for all disputes arising between Making Lemonade (Pty) Ltd and the User shall be the location where Making Lemonade (Pty) Ltd is registered if the Customer is a business entity, a legal entity under public law or a special fund under public law.
In principle, when using Lemon, the Customer and the Provider agree to establish and execute their contractual relationships on the basis of the following terms and conditions of business.
15.1 The contractual stipulations in the Provider-Customer relationship shall apply in the following order. In the event of potential conflicting interpretations, the stipulations shall be applicable in the following order and shall supersede the respective subsequent regulation.
15.1.1 If Lemon is used through pre-integration into a Partner's system and if, within the framework of this integration, deviating contractual conditions between the Company and the Partner have already been agreed, these shall take precedence insofar as they relate to the Provider-Customer relationship.
15.2 The inclusion of general terms and conditions by referencing to delivery notes, order confirmations, dispatch notifications, invoices or any other comparable documents shall be excluded. The Companies shall waive the defence that their general terms and conditions shall have been included by referencing the aforementioned documents, irrespective of any stipulations which they expressly agreed upon.
16.2 The individual contract concerning the Customer's use of the goods and services offered by the Provider is concluded between the Provider and the Customer through an acceptance in compliance with the Customer's offer by the Provider in accordance with the following provisions.
16.3 The goods and/or services offered online on Lemon by the Partner constitute an invitation of the Provider to the Customer to submit an offer for conclusion of an individual contract.
16.4 The Customer's order is the offer to the Provider to conclude a sales contract under the conditions indicated in the order. Making Lemonade (Pty) Ltd itself forwards the order to the Provider or uses a Partner to do so.
16.5 A confirmation of receipt of the order does not constitute an acceptance of the offer.
16.6 The individual contract is concluded through an express declaration of acceptance by the Provider to the Customer or, if no such declaration has been made, when the goods are shipped or the service due is rendered to the Customer.
16.7 In the event of a partial delivery/partial performance, the individual contract shall only be concluded for the part of the order which has been shipped/rendered.
16.8 Any mandatory information required under applicable law in electronic commerce shall be waived for simplification purposes.
The Provider is aware that the Customer may agree with the Partner upon customisation resulting in limitations to the visibility of the Provider's product range for this Customer.
The Provider shall deliver the goods, unloaded, to the Customer at the place of destination named by the Customer, which shall also be the place of performance. Any risk relating to the transportation and unloading of the goods shall be borne by the Provider. The Provider shall have to insure the goods are delivered sufficiently, by the Provider's own choice and discretion.
19.1 The Provider shall retain title to the delivered goods until all claims which the Provider may assert against the Customer now or in the future, including any outstanding balance claims from current accounts, have been settled.
19.2 The Customer must not be entitled to pledge the goods under retention of title, to assign them as a security, or grant Third Parties any other rights of security to them. In case a Third Party nevertheless acquires any rights to such goods, the Customer shall already assign all subsequent rights it acquires thereby to the Provider. The Provider shall accept such assignment. The Customer shall inform the Provider without delay if goods have been pledged, seized, or otherwise disposed of by any Third Party.
19.3 The retained title shall be released by the Provider as soon as and to the extent that the portfolio of the collateral exceeds 110% of the economically feasible proceeds or, based on the estimated value, 150% of the secured claims against the Customer.
Payment shall be due immediately after invoicing without any deduction unless otherwise agreed upon, in individual cases, by the Customer and Provider.
21.1 A Company may offset against demands only with such own demands that have been recognised by declaratory judgment, are uncontested, or are acknowledged by the other Company. Counterclaims arising from the same contractual relationship shall be excluded from the aforementioned prohibition of set-off.
21.2 A Company may only assert rights of retention based on counterclaims arising from the same individual contractual relationship.
22.1 The Customer, who is a trader, shall examine the goods immediately after their delivery, as far as this is practical in the ordinary course of business, and upon the discovery of any defect shall immediately give notice thereof to the Provider.
22.2 A Customer failing to give such notice shall be deemed to have accepted the goods unless the defect in question is one that is not discernible by such an examination.
22.3 Upon the subsequent appearance of a defect that is not discoverable by such an examination, notice thereof must be given immediately upon it being discovered, otherwise the goods shall be held to have been accepted notwithstanding such a defect.
22.4 The Customer's rights are sufficiently protected by sending the notice within a period determined by each individual Provider.
22.5 If the Provider intentionally conceals any defect, the Provider cannot rely upon the rules of this section.
23.1 The Companies shall be fully liable mutually for any damage arising out of death or injury to body or health resulting from infringement of duty by the respective Company or the legal representatives or vicarious agents of the respective Company.
23.2 Furthermore, the Companies shall also be liable mutually for any other damage resulting from intentional or grossly negligent infringement of duty by the respective Company or the legal representatives or vicarious agents of the respective Company. The respective Company shall be liable for any other damage resulting from simple negligence, in case of infringement of a material contractual obligation if it is typical of this type of contract and was reasonably predictable at the time the contract was concluded.
23.3 Material contractual obligations are such obligations, the fulfillment of which is a prerequisite for proper implementation of the contract, and on the compliance of which the respective Company relies and may rely, and the breach of which will put the achievement of the contractual purpose at risk.
23.4 Liability in accordance with the product liability law as well as for fraudulent acts and/or guarantees shall remain unaffected.
23.5 These terms of liability shall apply to any claims against institutions and/or employees of the respective Company.
24.1 All price quotations do not include any potential shipping costs, unless the price stated has been expressly indicated as the price including shipping costs.
24.2 In the event that the Customer has to follow an approval procedure, the Provider might adjust prices during this period. To allow for smooth order processing, the Customer shall waive the right to refuse the invoice for price differences of up to +/- 10 per cent attributable to such circumstances.
The Customer and the Provider may terminate the framework agreement with the respective other Company at any time, unless mandatory legal provisions within the applicable legal system give rise to other stipulations. Notwithstanding termination of the framework agreement, orders that are not completed at the time at which the termination becomes effective shall be duly processed.
26.1 The agreement between the Provider and the Customer shall be governed by the law of the country where the Provider's head office is registered.
26.2 The exclusive place of jurisdiction for all disputes arising between the Provider and the Customer shall be the location where the Provider's head office is registered if the Customer is a business entity, a legal entity under public law or a special fund under public law.
26.3 Notwithstanding the previous provision, the Provider shall be entitled to file a lawsuit against the Customer at any other legally permissible general place of jurisdiction.
26.4 The contractual language shall be the national language spoken at the place of business of the Provider's office.