Terms & Conditions

1. WHO WE ARE

www.brand2market.shop and the Brand2Market (“B2M”) payment and ordering solution services (together, the “B2M Platform”) are owned and operated by B2M S2S Proprietary Limited (Registration No.2024/268828/07). (We are referred to as “B2M” (also “we”, “us”, “our”), and the entities are all private company/ies incorporated in the Republic of South Africa, with its main place of business at 17 New Church Street. Cape Town. Cape Town. Western Cape. 8000.

2. DEFINITIONS

In these terms, where we refer to:

"Buyer” means a customer of the Seller, who orders/purchases goods from the Seller the B2M Platform and makes payment by using Shop2Shop as a payment provider;
“Intellectual Property“, means the intellectual property rights, title and interest in and to the Platform and the B2M System, including the Manual, videos, and all designs, patents, utility models, business and trade secrets, logos, images, trademarks and service marks, trade names, concepts, methods, techniques, processes, adaptations, ideas, copyrights, technical specifications, know-how, material and/or products, whether fully developed or otherwise, of which B2M is the owner from time to time, whether or not registered, and including applications for the registration of any of the aforementioned, and the right to apply for the registration of any of these, and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world;
“Seller”, means an entity who is registered as such on the B2M Platform and utilises the B2M Platform to manage all orders, products and stock from customers, send a broadcast messages on WhatsApp and receive payment from Buyers via third party payment providers;
“Shop”, means a person who is registered as such on the Platform.

3. SERVICE DESCRIPTION

B2M Platform offers a WhatsApp commerce ordering platform enabling Buyers to place orders with Sellers who have products to sell (“Service/s”). The Service includes integration with third-party providers including Shop2Shop as a payment provider for order payments, as well as access to a dashboard for monitoring sales, payments, and other relevant analytics. The dashboard is intended to provide insights and help Sellers manage their sales effectively.
Sellers can set their payment terms, including deadlines and partial payment options. These terms must be clearly communicated to Buyers at the time of order placement.
It is the sellers responsibility to ensure pricing of products is accurate, and that adequate quantities of products on sale are maintained. B2M is not liable for any loss, or damage due to incorrect pricing, or the maintaining of inventory for products on sale off of the platform.

(the “B2M System“)

These terms apply to all users of the B2M Platform and govern your relationship with B2M.
To use the B2M Platform, you must first accept these terms. If you don’t understand or agree to any of the provisions of these terms, you must not register on the B2M Platform.
We may update these terms from time to time. The most recent version will always be available on B2M’s website. It is your responsibility to ensure you keep up to date and comply with the latest version of these terms. Your continued use of the B2M Platform or the means that you have accepted such changes.
The terms of use and any Meta specific terms and policies are incorporated herein and you agree that you have familiarised yourself with the aforementioned terms and understand and agree to any of the provisions of those terms.
Please take special note of the paragraphs printed in bold as they may limit our responsibility or involve some risk for you.

4. REGISTRATION AND ACCOUNTS

We have created a user manual (“Manual”) which explains, amongst other things, how to register on the B2M Platform. The different types of transactions that can be performed via the B2M System will also be specified in the Manual. We may update this Manual from time to time as our service offering changes.
For more information about registering and using the B2M Platform, you can view the ‘how to’ videos which have been provided to you by B2M.
When you register on B2M, you become the contracting party ("Seller") for the services provided. You are authorised to use the Account and must ensure you display your business’ accurate name (including legal company name if applicable).
If you're signing up on behalf of your employer, your employer is considered the Seller. You must use your employer-issued email and confirm your authority to bind your employer to these Terms.
As a user of the B2M Platform, you agree to provide accurate, current, and complete information, as prompted by B2M’s registration process and maintain and promptly update your registration information to keep it accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, or if B2M has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, B2M has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof). It is your responsibility to ensure that B2M has up-to-date contact information for you, including your email address and phone number, to enable us to provide you with important notices and updates related to the Service.
You must keep your B2M account details confidential. You are responsible for all changes and updates submitted through your B2M account, and all activities and transactions that occur in connection with your B2M account.
If another person gets hold of your B2M account details by whatever means, we will regard you as having authorised this person to access your B2M account details on your behalf, as your agent. B2M, including its third-party payment provider, shall not be held liable for any loss or damage that You may suffer as a result of unauthorised access and use of the B2M account using your login credentials.
You must notify us immediately if you have reason to think that someone else has obtained access to your B2M account details.

5. TRADING ACCOUNT AND TRANSACTIONS

5.1.

Buyers can place orders directly through WhatsApp conversations with Sellers. Orders are confirmed via an automated message, with details on processing times provided by the Seller.

5.2.

No reversal of a transaction or instruction is permitted once a transaction has been implemented or an instruction is provided to us. Should the Buyer wish to cancel and/or amend its orders and/or request a refund, the Buyer should contact the Seller directly, on the details set out on the invoice provided.

5.3.

We act as an intermediary only in respect of transactions entered into between users of the B2M System. Any agreement for the purchase and sale of goods via the Platform is a contract between the purchaser and the seller and does not include B2M or its third party cash management, payment and ordering platform provider, in any way. We are not responsible for the availability or quality of goods sold via the B2M Platform.

5.4.

Payments for orders are processed through integrated third-party payment providers. The payments initiated through the Services are executed using the integrated third-party payment provider platform. Transaction details, including refunds and disputes, are managed according to the payment provider's policies.

5.5.

It remains the buyer's responsibility to ensure all orders placed, are accurate, or that amendments made to orders are approved, prior to accepting the invoice and final payment link from the seller. B2M is not liable for any loss or damage resulting from incorrectly placed orders by buyers on the platform.

6. FEES

6.1.

You agree to pay B2M for the Services rendered at the prevailing rate at the time of billing (the “Fees”), as communicated by B2M or Shop2Shop from time to time.

6.2.

B2M or Shop2Shop reserves the right to modify the Fees at any time, upon providing You with prior written notice. Such changes will take effect from the date specified in the notice and will apply to all services provided thereafter.

7. NETWORK AND CONNECTIVITY

7.1.

You will need network connectivity to access the B2M System. There will be a cost involved in this, and you are responsible for this cost. The costs are as agreed to and signed by You in writing or as communicated by B2M, from time to time.

7.2.

We cannot guarantee the network infrastructure and internet access in the area where you operate, and we will not be liable for any damages or loss in this regard.

7.3.

No internet transmission is fully secure or error free and your use of the B2M System is at your own risk. We will not be liable for any loss, misuse, unauthorised access, disclosure, alteration and/or destruction in this regard, unless caused as a result of our gross negligence or wilful misconduct.

7.4.

The B2M System may be offline for planned maintenance or for other unforeseen reasons from time to time, resulting in You not being able to access the B2M Platform. We will not be liable for any loss caused by the interruption of access to the B2M Platform.

7.5.

The B2M system makes use of third-party infrastructure, should these third-party systems be offline for planned maintenance, or other unforeseen reasons, resulting in you not being able to complete or process an order on the B2M platform. We will not be held liable for any loss caused by the interruption in the supply of services, or access to the B2M platform.

8. BROADCAST MESSAGING

8.1.

Sellers can send broadcast messages to Buyers, subject to guidelines that prohibit spam, offensive content, and excessive frequency. The Service reserves the right to limit or suspend broadcast messaging privileges for non-compliance with these terms.

9. OUR RIGHTS

9.1.

B2M offers specific features depending on the services that you access. We reserve the right to change the services and features.

9.2.

B2M makes use of third party integrations and software, B2M is not liable for any loss or damage caused due to any of these services being down or undertaking scheduled maintenance on their systems.

10. ACCOUNT TERMINATION

10.1.

We may request documentation to settle disputes over account ownership, with sole authority to determine ownership.

11. RULES RELATING TO THE USE OF THE PLATFORM

11.1.

In using the B2M System, you must not:

11.1.1.

breach any applicable laws, including the Consumer Protection Act, 2008;

11.1.2.

breach these terms or the Manual;

11.1.3.

upload material to the B2M Platform which is threatening, abusive, defamatory, obscene, indecent or otherwise inappropriate;

11.1.4.

market your product/s in a misleading, fraudulent way, or in a manner that may reasonably be regarded as deceptive;

11.1.5.

send any communication or submit any information to us or another B2M Platform user which is false, misleading or deceptive;

11.1.6.

Impersonate others, forge documents engage in identity theft;

11.1.7.

infringe the rights of any third-party;

11.1.8.

disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the B2M Platform;

11.1.9.

distribute spam, chain letters, or promote pyramid schemes;

11.1.10.

distribute viruses or other harmful technology with may cause harm to us, the B2M Platform, other users or any other person or being involved in hacking, malware distribution or unauthorised access;

11.1.11. attempt to impose or contribute to imposing an unreasonable load on our infrastructure or interfere with the proper working of the B2M Platform;

11.1.12.

copy, modify, or distribute our, or any other person’s content without their consent;

11.1.13.

harvest or otherwise collect information about other users, without their consent including being engage in phishing, scamming, or any form of fraudulent activity;

11.1.14.

copy, modify or distribute rights or content from the B2M Platform;

11.1.15.

bypass any security measures on the B2M Platform;

11.1.16.

perpetuate any conduct which constitutes any fraudulent activities, money laundering, terrorist financing, corruption or any other criminal activity, illegal use or abuse of the B2M Platform.

11.2.

You agree to defend us against any claims or legal proceedings against us as a result of you breaching any part of these terms and/or the Manual.

11.3.

Where we or another user erroneously credited your B2M account, or your account with the third-party payment provider, we or the third-party payment provider may in our sole and absolute discretion have the right to debit your account with the third-party payment provider, with the full amount or enter into payment arrangements to debit your account with the third-party payment provider, until the full amount has been settled.

11.4.

We may in our sole and absolute discretion have the right to reverse or suspend any fraudulent transaction performed on the B2M Platform and/or third-party payment provider. You will have no legal recourse against us and we will have the right to recover any and all costs incurred by us, as a result of such reversal or suspension from You. Further to the afore said, Your access to the B2M Platform will be terminated with immediate effect and will be reported to the relevant authorities and you will be prosecuted.

11.5.

When posting content (including your name and logo) on the B2M Platform, You grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty free, transferable right to exercise any and all copyright, publicity, trademarks, design, database and intellectual property rights to that content.

11.6.

The following items are prohibited from being sold via the Platform:

11.6.1.

items which are illegal and/or prohibited by law including counterfeit, pirated, or unauthorized products

11.6.2.

weapons or ammunition of any kind;

11.6.3.

alcohol and/or tobacco products, without the appropriate license/s;

11.6.4.

any item which may violate any person’s rights (including intellectual property rights); and/or

11.6.5.

any other items which we deem to be dangerous or inappropriate for sale via the Platform, acting in our sole discretion.

12.

YOUR RESPONSIBILITIES

12.1.

You agree to provide contact information, refund policy, and order fulfilment details on your [order confirmation communication] to the buyer. B2M Platform is not a marketplace and therefore the sales agreements are entered into directly between you and your customers. You are the seller for all items sold. You are responsible for product accuracy, transaction handling, legal compliance, and any violations of applicable laws.

12.2.

You are responsible for payment of the Fees associated with use of the Service.

12.3.

You are responsible for secure API use with your credentials.

12.4. You hold the responsibility for any taxes associated with your operations or your use of the B2M Platform.

12.5. It is the sellers responsibility to ensure pricing of products is accurate, and that adequate quantities of products on sale are maintained. B2M is not liable for any loss, or damage due to incorrect pricing, or the maintaining of inventory for products on sale off of the platform.

13. SHOP2SHOP RESPONSIBILITIES

13.1.

In terms of the Services provided, Shop2Shop acts as a payments processor, subject to Shop2Shop’s terms and conditions, which can be accessed at https://www.shop2shop.co.za/terms-and-conditions/.

13.2.

While the Fees are due and payable to B2M, B2M has outsourced the billing, invoicing, and collection of the Fees to Shop2Shop.

13.3.

The Seller can elect to be invoiced monthly and settle the Fees via electronic payment or have the Fees deducted from its Shop2Shop trading account. Which Fees shall be payable within 7 days of receipt of invoice.

13.4.

For the avoidance of doubt, the afore-said obligations are the only obligations of Shop2Shop in terms of these terms.

14. CUSTOMER SUPPORT

14.1.

User support is available to users via [add], during [hours of operation]. The Service aims to respond to inquiries within [response time].

14.2.

We do not offer any refunds.

15. INTELLECTUAL PROPERTY

15.1.

We respect your ownership rights and responsibilities regarding any content you upload. Any content that belongs to you remains under your ownership and is your responsibility. However, by using the B2M Platform, you grant us a license to utilise and publish the content you upload.

15.2.

While the ownership and responsibility for the materials you upload remain with you as the initial owner, you provide B2M with a license to use the materials published through the B2M platform. This license enables us to effectively operate and promote our services.

15.3.

The Platform source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights. The Content and the Marks are provided on “as is” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Platform and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

15.4.

All B2M Intellectual Property (including the Content and Marks and Platform) will remain the sole and exclusive property of B2M. You acknowledge, and warrant in favour of us, that You do not, and will not acquire, any right, title or interest in and to the Intellectual Property except the right to access and use the Platform.

15.5.

You will not use the Intellectual Property except as expressly set out in these terms or the Manual. You may not modify, sell, copy, sub-licence or allow third-party access to, any of the Intellectual Property.

15.6.

You must ensure that all promotional and advertising material as may be provided by us to You from time to time, is always displayed in accordance with our directions and requirements.

16. PRIVACY AND PERSONAL INFORMATION

16.1.

For the purposes of this clause:

16.1.1.

“Data Protection Legislation” means all data protection legislation applicable to Your use of the B2M System including, POPI;

16.1.2.

“Personal Information” has the meaning ascribed to it in POPI; and

16.1.3.

“POPI” means the Protection of Personal Information Act, 2013.

16.2.

We will process Personal Information belonging to You from time to time in connection with Your use of the B2M System. You hereby consent to us (including our principles, agents, employees and contractors) processing such Personal Information.

16.3.

In processing Your Personal Information, we undertake to:

16.3.1.

comply with all Data Protection Legislation;

16.3.2.

use best commercial endeavours to prevent a data security breach;

16.3.3.

maintain appropriate technical and organisational security measures to protect the security of Personal Information, having considered the:

16.3.3.1.

nature of the Personal Information;

16.3.3.2.

harm that might result from loss of the Personal Information;

16.3.3.3.

state of technological development; and

16.3.3.4.

cost of implementing any measures;

16.3.4.

notify You on becoming aware of any data security breach pertaining to Your Personal Information.

16.4.

To the extent that You are required to process Personal Information belonging to us and/or to any third parties pursuant to Your use of the B2M System, You must ensure You do so only in accordance with applicable Data Protection Legislation. You must not, by act or omission, place us in violation of any Data Protection Legislation, and You indemnify us to the fullest extent permitted by law for any loss or damage which is caused to any person as a result of your non-compliance with applicable Data Protection Legislation.

16.5.

We may process your Personal Information for, amongst others, the following reasons:

16.5.1.

provide the B2M System to You;

16.5.2.

to conduct a credit enquiry about You with any credit bureau or credit provider;

16.5.3.

for our business administration purposes;

16.5.4. to improve the B2M System; and

16.5.5.

to market our products and services to You, in accordance with applicable Data Protection Legislation.

16.6.

We may store some information (commonly known as a “cookie“) on Your device when You visit or access the B2M System. This enables us to recognise You during subsequent visits. The type of information gathered is non-personal (such as: the IP address of Your computer, the date and time of the visit, which pages were browsed and whether the pages have been delivered successfully). Apart from merely establishing basic connectivity and communications, we may also use this data in aggregate form to develop customised services – tailored to Your individual interests and needs. It is possible (depending on the browser You are using), to be prompted before accepting any cookies, or to prevent Your browser from accepting any cookies at all. However, this may cause certain features of the B2M System to be inaccessible.

16.7.

Personal information use is governed by our Privacy Policy.

17. CONFIDENTIALITY

17.1.

You may, during the course of our relationship, acquire certain confidential information belonging to us, being information which is not readily available in the ordinary, normal and regular course of business, and which is not readily accessible by or ascertainable to the general public, including information identified by us as confidential, and/or business, commercial (discounts, price lists, etc.), end-user, scientific and/or technical information (“Confidential Information“).

17.2.

Both B2M and you, mutually agree to utilise any Confidential Information belonging to the other party solely for the purpose of fulfilling the obligations outlined in these Terms of Use. It is important that any Confidential Information is treated with the utmost care, ensuring its protection and respect throughout our business relationship.

17.3.

You will not, at any time, directly or indirectly, use, employ, exploit, divulge or disclose to others in any manner whatsoever any of our Confidential Information, without our prior written consent.

17.4.

You must, timeously on request from us, return or delete all Confidential Information belonging to us.

17.5.

The provisions of this clause will survive termination of our relationship for any reason whatsoever.

18. TERMINATION AND SUSPENSION

18.1.

We are entitled to cancel, terminate or suspend Your use of the B2M System in respect of all transactions or selected types of transactions immediately, or any combination of these actions, as may be permissible in law, without prejudice to any of our other rights (that is, without barring or limiting any future action), if:

18.1.1.

we have reason to believe that the B2M System has been or is likely to be misused;

18.1.2.

we suspect any illegal use of the B2M System and/or its functionalities;

18.1.3.

You have provided us with false or inaccurate information;

18.1.4.

You fail and/or refuse to follow these terms, the Manual or other instructions from us;

18.1.5.

You are in breach of these terms, the Manual or the provisions of any other agreement between us;

18.1.6.

we are required to, by law; or

18.1.7.

if we need to protect our interests or the interests of a third party.

18.2.

We reserve the right to terminate or suspend Your access to the B2M System upon written notice, without any liability to You or any third party.

18.3.

You may also terminate Your relationship with us with immediate effect upon written notice to us.

18.4.

Should You violate any aspect of these terms and/or the Manual, we may remove your B2M account (permanently or temporarily) and/or take any other steps we deem necessary.

18.5.

Upon termination of the Services by either party for any reason we will cease providing you with the Services; unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise; any outstanding balance owed to B2M for your use of the Services through the effective date of such termination will immediately become due and payable in full; and your B2M profile and dashboard shall be deactivated or modified as per our discretion.

19. LIMITATION OF LIABILITY & INDEMNITY

19.1.

We will not be liable to You if we cannot carry out our responsibilities under these terms as a result of any factors beyond our control. This includes, but is not limited to, any technical problems relating to cellular or data networks, third-party systems or software, undertaking maintenance or unplanned downtime on their systems.

19.2.

We will not in any circumstances be liable for any consequential or indirect losses, however these may arise, or for any other unusual losses. In particular, B2M shall not be liable for any financial loss, loss of business, profit, savings, revenue, or goodwill suffered or sustained by you however arising. Our Service is offered on an "as is" and "as available" basis. We do not extend any warranties, and our liability is constrained should errors or interruptions arise.

19.3.

We will not be liable for any claims, loss or damage resulting from claims that products or services sold via the Platform are defective.

19.4.

You indemnify B2M, including its third-party providers, against any loss suffered by You, whether direct or consequential, or claims instituted against B2M by virtue of Your use of the B2M System.

20. GENERAL

20.1.

You agree that we may make inquiries to confirm any information provided to us by You and that we may verify the information and obtain additional information from any registered credit bureau or any other permissible third party source, when assessing the information provided, assessing your application to use B2M services or monitoring Your continuous access to our services. This information will be used to comply with our legal obligations (for example, verifying the identity of our clients, to comply with anti-money laundering legislation, doing credit assessments and account management). Where we are required to do an account verification to verify that banking details provided by You, are correct, You hereby authorise such an enquiry. You furthermore consent to us submitting your information, including identity status, payment profile and default information and any other relevant information, to any credit bureaux and to allow us to release the information to third parties making enquiries to us regarding your process payment history or your identity.

20.2.

You cannot, without our prior written consent, cede, delegate or sub-license all or any of your rights and/or obligations in terms of your contractual relationship with B2M to any third party. We may, without your prior written consent, cede, delegate or sub-license any or all of our rights and/or obligations in terms of our contractual relationship to any third party.

20.3.

No indulgence, leniency, extension or waiver that we may grant you will be binding unless given by us in writing, nor will it in any way prejudice us or preclude us from exercising any of its rights in the future.

20.4.

Should any dispute, disagreement or claim arise between the parties concerning any aspect of these terms, the parties shall endeavour to resolve such dispute by negotiation. This shall entail either one of the parties inviting the other in writing to meet and to attempt to resolve the dispute within 14 (fourteen) days from date of written invitation. If the dispute has not been resolved by such negotiation within the 14 (fourteen) days, the dispute will be referred to arbitration in terms of the expedited rules of the Arbitration Foundation of the Republic of South Africa (“AFSA”). The arbitrator shall be appointed by AFSA and the unsuccessful Party shall pay the costs of the arbitration. The parties shall keep the fact that a dispute has arisen, the record of the arbitration proceedings, as well as the arbitrator’s decision, confidential. Notwithstanding the above provisions, the parties retain the right to institute action in any court of law with jurisdiction to obtain urgent, interim relief.

20.5.

These terms and any agreement entered into pursuant hereto shall in all respects (including its existence, validity, interpretation, implementation, termination and enforcement) be governed by the law of the Republic of South Africa and, subject to the procedure prescribed for resolving disputes in clause 15.4, the parties hereby consent and submit to the jurisdiction of the High Court in respect of any dispute or claim arising out of or in connection with this Agreement.

20.6.

In the event that it is necessary for either of the parties to resort to litigation, the unsuccessful party shall pay the costs of the successful party on the attorney and own client scale.

20.7.

A certificate issued by any manager of B2M or by B2M's auditors shall constitute prima facie (on the face of it) proof of any amount payable by You to B2M in terms hereof and the fact that the same is due and payable for all purposes, including (but not limited to) provisional sentence and summary judgment. Any such person giving a certificate shall, if necessary, in turn be entitled to rely on a certificate by the manager of Standard Bank in regard to the Prime Rate, which certificate shall constitute conclusive proof thereof.

20.8.

To the extent permissible by law neither party shall be bound by any express or implied or tacit term, representation, warranty, promise or the like not recorded herein, whether it induced the contract and/or whether it was negligent or not.

20.9.

If any provision of these terms becomes illegal, invalid or unenforceable, such provision shall be severed, to the extent of its illegality, invalidity or unenforceability, from the balance of these terms.