Welcome to Hivve Wholesale (Pty) Ltd, the B2B E-Commerce Marketplace in South Africa. Hivve is an online platform connecting local brands with local retailers in South Africa through its website (the "Site"). Hivve allows its end users (Retailers) to browse and purchase a selection of products from suppliers that list them on our site. In these Terms of Service ("Terms"), the terms "We," "Us," "Our," and "Hivve" refer to Hivve Wholesale Pty (Ltd), a private company registered in South Africa with registration number 2023/174230/07, located in Midrand, South Africa. The terms "You" and "Your" refer to any visitor to the Site or Application and any user of the Services, including any member (as defined below).

Please carefully read these Terms, Our Privacy Policy, the Retailer Terms of Service, and Brand Terms of Service. These documents govern Your access to and use of the Services. The Services are available to users who are 18 years or older. By using the Services, You represent and warrant that You are legally eligible to enter into a binding contract with Hivve and meet the age eligibility requirement. If You do not meet these requirements, You must not access or use the Services. If You are agreeing to these Terms on behalf of a company or legal entity, You represent and warrant that You have the authority to bind that entity to these Terms, and in such case, "You" and "Your" will refer to that entity.

By confirming these Terms of Service when registering, You agree to be bound by these Terms and all other terms and policies referenced herein. If You do not agree, You have no right to access or use the Services. If You are using the Services on behalf of an entity, You represent and warrant that You are authorized to accept these Terms on the entity's behalf, and that the entity agrees to indemnify You and [Your Company Name] for violations of these Terms.

Interpretation and Definitions

Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions

For the purposes of these Terms and Conditions:

"Collective Content" Hivve Content and Member Content.

Country refers to: South Africa

Content means text, graphics, images, music, software (excluding the Application), audio, video, information, or other materials.

Member means a business entity or individual that completes the account registration process on Hivve ("Member").

Member Content means Content that a Member posts, uploads, publishes, submits, or transmits to Hivve to be made available through the Services.

Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to Hivve Wholesale (Pty) Ltd (trading as Hivve), Midrand, South Africa.

Brand means a seller who offers to sell and/or sells its products to Retailers through the Services. The term “Brand” also includes “Distributor” as defined below.

Distributor means a seller who offers to sell and/or sells a third party brand’s products to Retailers on the Services under express, valid and continuous authorization from such third party brand.

Retailer means a buyer who purchases products through the Services for the purpose of resale.

Hivve Content Content provided by Hivve through the Services, including any Content licensed from a third party but excluding Member Content.

Service refers to the Website.

Terms and Conditions (also referred as "Terms") mean these General Terms and Conditions as well as the Retailer or Brand Terms and Conditions (depending on whether you are joining as a retailer or a brand) that form the entire agreement between You and the Company regarding the use of the Service.

Website refers to Hivve, accessible from www.hivve.co.za

You means the individual (whether a registered user or not) accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

Acknowledgment

2.1 These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.

2.2 Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions, as well as the brand and retailer terms and conditions applicable to Brands and Retailers respectively. These Terms and Conditions apply to all visitors, users and others who access or use the Service.

2.3 By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.

2.4 You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service.

2.5 Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.

General

3.1 The terms and conditions set out below apply to your use of the Website and Our Services.
3.2 Your use of the Website and Our Services is conditional upon your acceptance of and compliance with the Terms of Use and any other terms, conditions, notices or disclaimers communicated to you via the Website, email or any other method deemed appropriate from time to time. Before using the Website or Our Services, please read and ensure you fully understand the Terms of Use.
3.3 Prior to registering with Our, you must accept the Terms of Use. Our will treat your use of the Website or Our Services as acceptance of the Terms of Use. If you do not agree to the Terms of Use, then you should not visit the Website or use Our Services.

Account Registration

Account Levels

Brand Account: To sell goods through the Services as a Brand, You must submit an application to, and be approved by, Hivve. The application process and Brand Account are free. The application seeks basic information about You, Your company, and Your products. If approved as a Brand, You will be required to submit additional information, including information about Your business, banking details, tax-related documentation, and other relevant information. Additional details about information collected can be found in Our Privacy Policy. Your use of the Services as a Brand is subject to the Brand Terms of Service referenced above.
Retailer Account: To purchase goods through the Services as a Retailer, You need to establish a Retailer Account, which is free. When You sign up as a Retailer, You will be required to submit standard information such as Your name, store type, email address, and other business-related details. Before making Your first purchase as a Retailer, You may be required to provide additional information, such as payment method information, tax identification numbers, and other necessary documentation. Your use of the Services as a Retailer is subject to the Retailer Terms of Service referenced above.
By submitting payment details and registering for a Retailer Account, You agree to pay the Brand(s) for the goods purchased and any applicable taxes or fees. We reserve the right to correct any pricing errors. Hivve and the Brand(s) have the right to refuse any order.

Indemnification

You are accountable for any losses or damages that may occur to third parties in connection with these Retailer Terms, the General Terms, and/or any laws or the rights of third parties, or as a result of your use of or participation on the Hivve platform. Consequently, you consent to defending, indemnifying, and holding Hivve, along with its parent, subsidiaries, affiliates, partners, successors, assigns, and all their owners, members, officers, directors, employees, agents, representatives, contractors, subcontractors, licensors, service providers, and third-party content providers, harmless from any claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable legal and accounting fees) made by any third party due to or arising from your violation of these Retailer Terms, the General Terms, or any laws or third-party rights, and/or your use of or participation on the Hivve platform, to the fullest extent permissible under applicable law.

Hivve Messenger

Retailers and Brands have the option to communicate directly through Hivve Messenger within the platform. By using Hivve Messenger, you agree to restrict your communication to legitimate business purposes, such as inquiries about a Brand's products, order status, or to address business-related issues. Abuse of Hivve Messenger is not tolerated; it should only be used as reasonably necessary, and must not be employed for harassment or other improper purposes. In cases where you cannot obtain answers to your questions or resolve issues, you may also contact Hivve directly.

License

Subject to Your compliance with these Terms, Hivve grants You a limited, non-exclusive, non-sublicensable, non-transferable, and revocable license to access and make personal, non-commercial use of the Services. This license does not include any resale or commercial use of the Services or their contents; any collection and use of any product listings, descriptions, or prices; any derivative use of the Services or their contents; any downloading, copying, or other use of account information for the benefit of any third party; or any use of data mining, robots, or similar data gathering and extraction tools. All rights not expressly granted to You in these Terms are reserved and retained by Hivve or its licensors, suppliers, publishers, rights-holders, or other content providers. No Services may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Hivve. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Hivve without express written consent. You may not use any meta tags or any other "hidden text" utilizing Hivve's name or trademarks without express written consent.

Member License

License Granted by Member In order to maximize the utility of Hivve's Services, Members can provide or share Member Content with us to enhance the Services' functionality. By doing so, you hereby grant Hivve a worldwide, perpetual, non-exclusive, transferable, sublicensable, royalty-free license to use, view, copy, adapt, modify, distribute, publicly display, and publicly perform (using any necessary means) the said Member Content on, through, or as part of the Services and/or any of Hivve's advertising, marketing, publicity, or other initiatives or events. It's important to note that Hivve does not claim any ownership rights in any Member Content, and nothing in these Terms will be interpreted as limiting your rights to use and exploit your Member Content.
You acknowledge and affirm that you are solely responsible for any and all Member Content that you make available through the Services. In light of this, you represent and warrant that: (a) you are either the exclusive owner of all such Member Content or possess all the necessary rights, licenses, consents, and releases to grant Hivve the rights in your Member Content as outlined in these Terms; and (b) neither your Member Content nor any part of it, nor your posting, uploading, publication, submission, or transmission of Member Content, or Hivve's use of Member Content (or any part thereof) on, through, or via the Services and/or third-party platforms will infringe, misappropriate, or violate the intellectual property rights, such as patents, copyrights, trademarks, trade secrets, moral rights, or other rights related to publicity or privacy, or contain libelous, misleading, unlawful, abusive, harassing, or obscene material, or contain any form of computer virus or other malware that could affect the operation of the Services in any way or lead to the violation of any applicable law or regulation. It's important that you use accurate contact information and avoid impersonating someone else or misleading us or third parties about the origin of your posts. You are entirely responsible for the accuracy and content of your Member Content. Hivve disclaims any responsibility and will not be held liable for any Member Content posted by you or any third party. You also agree to indemnify Hivve as outlined in the Indemnification section herein.

Feedback

We encourage you to provide feedback, comments, and suggestions for improving the Services. By submitting any Feedback to us through any communication channel, you grant us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable, and transferable license under your intellectual property rights to use, copy, modify, create derivative works based on, and otherwise exploit the Feedback for any purpose.

Identity Verification

8.1 If you choose to use Our Services, we may require you to provide us with a copy of your photo identification or any other additional identification documents we deem necessary to verify who you are. We may ask for this at any time and you agree to comply with any request to provide such identification.
8.2 If you do not provide us with any requested identification, we may suspend or terminate your account with Us

Links to Third-Party Websites

Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.

The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.

The presence of links to such websites or resources does not imply any endorsement by Hivve of such websites or resources or the content, products, or services available from them. You acknowledge that you are solely responsible for and assume all risk related to your use of any such websites or resources, or the content, products, or services available from such websites or resources. We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.

Termination and Account Cancellation

If you breach any of these Terms, Hivve reserves the right to suspend or disable your Account or terminate these Terms at its sole discretion, without prior notice to you. Hivve also has the right to revoke your access to and use of the Services and Collective Content at any time, with or without cause. In the event Hivve terminates these Terms due to your breach, you will remain responsible for all amounts due hereunder. You can cancel your Account at any time by contacting us through our contact form.

Limitation of Liability

You are to indemnify and hold harmless Us, its employees, directors, officers, agents, related body corporates and affiliates, for any direct or indirect losses, damages, costs, liabilities, expenses, claims or injuries relating to or arising out of, or in connection to your use of or reliance on the Website, promotional material, Our Services, or any other service we may provide from time to time. This includes but is not limited to:
1. the use of any third party content on the Website or promotional material;
2. inability to use the Website or Our Services;
3. the use of the Website or Our Services;
4. delays or errors in making payment to you;
5. delays in shipping a product to you after an order is made; and/or
6. delays in processing returns.
To the fullest extent permitted by law, Our its employees, directors, officers, agents, related body corporates and affiliates, shall not be held liable for any direct or indirect losses, costs, liabilities, expenses, claims or injuries suffered by you or by us arising from any claim, demand, suit, action or proceeding by any person against you or us where such loss or liability arose out of, or in connection with, or in respect of your conduct or breach of the Terms of Use.

"AS IS" and "AS AVAILABLE" Disclaimer

The information presented on or through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site or user of the Services, or by anyone who may be informed of any of its contents.

Without limiting the foregoing, neither the Company nor any of the company's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Your use of any information and/or materials on this Site is entirely at your own risk, for which we shall not be held liable.

Copyright and other Intellectual Property Rights

The Services and Collective Content are protected by copyright, trademark, and other laws of South Africa and other countries. You acknowledge and agree that the Services and Collective Content, excluding Your specific Member Content, including all associated intellectual property rights, are the exclusive property of Hivve, its licensors, and/or other providers of such material. Except as expressly stated in these Terms, there are no implied licenses granted under these Terms. You will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services or Collective Content. Hivve retains or has any and all right, license, authorisation, title and/or interest to the Site, the Services and any components therefrom, including but not limited to, all copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, computer codes, audiovisual effects, videos, images, themes, settings, artwork, sound effects, musical works, and moral rights whether registered or not. You hereby acknowledge that no title or ownership in the Site or Services is being transferred or assigned and that these Terms should not be construed as a sale or transfer of any rights or any content thereinto. All rights not specifically granted under these Terms are hereby reserved by Hivve and/or its licensors.

Changes to the Service

The Company reserves the right to modify the Service or to offer services different from those offered at the time of the your registration at any time

We reserve the right, at Our sole discretion, to modify, suspend, discontinue, or terminate the Services or any content, feature, or material provided therein. We also reserve the right to modify these Terms with reasonable prior written notice. We will not be liable if the Services are unavailable for any reason. It is Your responsibility to monitor changes to Our Services. If We modify these Terms, We will provide You with reasonable prior written notice and post the modifications on the Site or via the Application and/or notify You of the changes. By continuing to access or use the Services thereafter, You indicate that You agree to be bound by the modified Terms. If the modified Terms are not acceptable to You, Your only recourse is to cease using the Services.

Governing Law and Jurisdiction

English law shall apply to this Agreement and any dispute related to or arising from this Agreement without regard to its conflict of law principles. Your use of the Application may also be subject to other local, state, national, or international laws.

Disputes Resolution

If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company.

Severability and Waiver

Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

Translation Interpretation

These Terms and Conditions may have been translated if We have made them available to You on our Service. You agree that the original English text shall prevail in the case of a dispute.

Changes to These Terms and Conditions

We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.

By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.

Your obligations under this Agreement

You enter into this Agreement as an individual or on behalf of a company or other legal entity, and you grant that you have the authority to bind such entity and its affiliates. Accounts can only be registered by natural persons and other automated methods are not permitted.

Notwithstanding all terms presented in these agreement, in connection with using or accessing the Service, you shall also not:

Undertake activities which may undermine the security of your Account and the related password
Post false, inaccurate, dishonest, misleading, manipulative, deceptive, defamatory or disparaging content
Upload and/or transmit unsolicited email or “spam” messages
Infringe copyrights, trademarks, patents, or other proprietary rights under applicable law
Use the Service in a way that may impair the functioning or safety of the Service
Modify, change or hack the Service and/or adapt another website so as to falsely imply that it is associated with the Service
Intentionally transfer, submit, or post any data to the Service which may: impair Service functioning, contain or be likely to contain viruses or any code of a damaging nature, or be illicit
Use the Service excessively within a short timeframe so as to interfere with the working of our Service, or impose an unreasonable or disproportionately large load on our infrastructure
Reproduce, duplicate, sell or exploit any portion, use of, or access to the Service, without written permission by the Company
Impose an unreasonably large administrative burden on Us, including by sending an unreasonable number of frivolous communications or reports to Us

You are responsible for any damages your engagement in the listed activities could cause us, or a third party, and will hold the Company harmless against any claims against us (and by a third party) arising from such activities.

Hivve retains the right to investigate and prosecute violations of any of the above to the fullest extent permitted by the law. Hivve may collaborate with law enforcement authorities in the prosecution of users who violate these Terms. While Hivve is not obligated to monitor your access to or use of the Services or Collective Content, or review or edit any Collective Content, it reserves the right to do so to operate the Services, ensure compliance with these Terms, investigate complaints, or comply with applicable law or court orders. Hivve may, at its discretion and without prior notice, remove or disable access to any Member Content or Collective Content that it considers to be in violation of these Terms or otherwise detrimental to the Services. Hivve may also cooperate fully with law enforcement, sharing information if it suspects illegal activity.

Notwithstanding the above, We strictly prohibit any unauthorised use of the Website or Our Services. This includes but is not limited to:
1. use of spiders, robots and unauthorised data mining techniques;
2. fraudulent or illegal activity designed to damage the integrity of Our or Our Services;
3. modify, adapt, hack or emulate Website or Our Services;
4. use any interface not provided by us to access or extract data from the Website or Our Services;
5. use or development of any third party applications that interact with any Website Content or Our Services without our prior consent;
6. avoid or attempt to avoid any filtering, security measures or other features designed to protect the Website or Our Services;
7. seeking to access or use Our Services from any country outside South Africa;
8. circumventing or seeking to damage any security measure or features meant to protect the Website or Our Services;
9. use of Our Services for any illegal or unauthorised purpose or engaging, encouraging or promoting any illegal activity;
10. use of Our Services for any commercial purpose without our written permission;
11. perform any other action we deem to not be in the best interests of Our, Merchants, Users, our employees, directors, officers, agents, related body corporate or affiliates (Unauthorised Use)
You shall be held liable for any Unauthorised Use of the Website or Our Services that leads us to incur damages, losses or liabilities.
If Hivve, in its sole and absolute discretion, believes that you have engaged in Unauthorised Use, we may take various actions to protect ourselves against any damages, losses or liabilities you have caused us or are likely to cause us. Such actions may include:
1. terminating, suspending or limiting your access to your Our account and/or Our Services;
2. contacting Merchants, law enforcement and any other third parties impacted by your Unauthorised Use;
3. cooperating with appropriate law enforcement bodies;
Transaction Security
In order to protect the interests of the Users on Hivve, the entire sales process must take place in the Platform. The Retailer must use only the payment methods available on the Platform.

At Hivve, we prioritize the security and confidence of our buyers and sellers. To safeguard against potential fraud and ensure smooth transactions, we have implemented the following measures:
1. Secure Funds Handling:
  Upon purchase, the funds paid for the product are securely held in the account of Hivve until the order is successfully completed.
2. Shipping Confirmation:
  Sellers are required to confirm the shipping or delivery of the goods by clicking the 'Item Shipped' button for the respective order.
3. Delivery Confirmation Process:
  Once the goods are shipped, Hivve awaits confirmation from the shipping provider regarding the receipt of the goods.
4. Release of Funds:
  Upon receipt of the goods by the retailer, Hivve makes payment to the Brand within 30 days as per the Brand Terms.
We strongly encourage Retailers and Brands to utilize the communication tools provided within the Hivve platform to foster clear and transparent communication. Prior to making a purchase, it is recommended that both parties disclose all relevant information about the goods and address any questions or concerns promptly.

Miscellaneous
Any administrative emails from the Company will be sent to the current primary email address listed for your account. In the event that the last email address you provided is not valid, or for any reason is not capable of delivering you the notice, our dispatch of the email containing such notice will nonetheless constitute effective notice.

Contact Us

If you have any questions about these Terms and Conditions, You can contact us:
- By email: [email protected]
- By visiting this page on our website