TERMS AND CONDITIONS OF USE OF THE SPAR RETAIL STUDIO

1. INTRODUCTION

1.1.            NOTE:  IMPORTANT PROVISIONS PERTAINING TO DISCAIMERS OF OUR LEGAL LIABILITY AND INDEMNITY BY YOU

1.1.1.      These Terms and Conditions contain provisions which limit Our exposure to legal liability and even make You responsible for a variety of acts.  Some of these provisions do have the effect of limiting your rights in law and conferring obligations on You by virtue of your agreement to these Terms and Conditions.  (See especially the highlighted sections below headed “DISCLAIMERS AND LIMITATION OF LIABILITY” and “INDEMNITY”, which have been typed in bold capital letters towards the end of these Terms and Conditions.)

1.1.2.      It is therefore important that You familiarise yourself with these provisions before You Access the RETAIL STUDIO and that You do not Access the RETAIL STUDIO if You do not agree to abide by these provisions.

1.2.            You should carefully read these Terms and Conditions of Use before using the SPAR RETAIL STUDIO. If you do not agree with these Terms and Conditions of Use you have the option of clicking the “I do not agree” tab contained on this page and can thereafter immediately exit the RETAIL STUDIO. By using the RETAIL STUDIO you accept and agree to be bound by these Terms and Conditions (which may be amended from time to time thereafter). If you accept these Terms and Conditions (by clicking the acceptance tab) a legally binding agreement between You and Us, will result.
 

2. DEFINITIONS

2.1.            The following expressions shall bear the meanings assigned to them below and related expressions shall bear corresponding meanings –

2.1.1.      “Access” when used in the context of -

2.1.1.1.            the RETAIL STUDIO, means to visit, use, load in a web browser, mobile phone or similar software application or device or otherwise engage with the RETAIL STUDIO;

2.1.1.2.            Content, means to copy, download, view, modify, adapt, load in a web browser, mobile phone, software application or device or to otherwise engage with and/or manipulate such Content;

2.1.2.      “Content” means all information including data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images, on ranging, shelf life, costing and merchandising, the Recipes, the Ingredient Statements,  the Library, articles and catalogues which You may have Access to as part of, or through your use of, the RETAIL STUDIO;

2.1.3.       “RETAIL STUDIO” means the website (including all its discrete web pages) hosted for the time being at the registered domain http://retailstudio.spar.co.za/rcp  and licensed for use by SPAR in the Republics of South Africa, Botswana, Namibia, Angola, Zimbabwe, Mozambique and  the Kingdom of Swaziland;

2.1.4.      “RETAIL STUDIO Account” means the personal space assigned to you on the RETAIL STUDIO that contains your personal account information, together with details of any Ingredient Statements,Recipes, ranging, shelf life, costing or merchandising as amended by Yourself. Your RETAIL STUDIO Account is accessed by “signing in” on the RETAIL STUDIO, using an issued User Name and a unique Password chosen by You;

2.1.5.      “RETAIL STUDIO Team” means the team responsible for managing the RETAIL STUDIO and Your Access to the RETAIL STUDIO, which may be contacted  by email at retailstudio@spar.co.za;

2.1.6.      “Ingredient Statement” means the compilation of all ingredients in a Recipe in a single statement and a note on the allergens that may be found in such Recipe;

2.1.7.       “Intellectual Property” means, collectively, the patents, copyrights (and moral rights), Trademarks, designs, models, brands, names, trade names, graphics, icons, hyperlinks, know-how, trade secrets and any other type of intellectual property (whether registered or unregistered including applications for and rights to obtain or use same) which We own, license, use and/or hold (whether or not currently) in the Content and  RETAIL STUDIO;

2.1.8.      “Library” means the virtual library on the RETAIL STUDIO, which contains  catalogues from various suppliers  and SPAR containing general information on Recipes and products, and on product supply and marketing;

2.1.9.      “Password” means the password created by you, which when used in combination with your User Name, provides you with access to your RETAIL STUDIO Account;

2.1.10.  “Personal Information” means, through use of the RETAIL STUDIO, any personal information that You submit to the RETAIL STUDIO, including your name and email address provided to us in registering as a User;

2.1.11.  “Post” means to upload, publish, transmit, share or store;

2.1.12.   “Recipe” means the recipe for specific products as listed and accessible through the RETAIL STUDIO, and which may be modified for individual store use by any User of the RETAIL STUDIO;

2.1.13.  “Trademarks” means those trademarks We own or are licensed to use and any designs, logos, style names, tag lines and slogans which We own or  are licensed to use;

2.1.14.  “You” means Users of the RETAIL STUDIO, and “Your” and “Yourself” have corresponding meanings;

2.1.15.  “Us”, “We” and “SPAR” means The Spar Group Limited , a company with limited liability incorporated in accordance with the company laws of the Republic of South Africa (registration number(1967/001572/06), and “Our” has the corresponding meaning;

2.1.16.  “User/s” means, in the context of the RETAIL STUDIO or the Content, any retailer or their employees and any employee of SPAR who Accesses the RETAIL STUDIO or Content within the meaning of the term “Access” above;

2.1.17.  “User Name” means the name issued to you, which when used in combination with your Password, provides you with access to your RETAIL STUDIO Account.
 

3. USER NAME AND PASSWORD

 Once you register with us, a User Name will be issued to you. You may however choose your own unique Password when registering with Us for using Our services. You are responsible for keeping Your User Name and Password secret. You will be required to enter Your User Name and Password every time You wish to Access the RETAIL STUDIO.
 

4. ACCESS

4.1.            You agree that the security of your RETAIL STUDIO Account is solely your own responsibility and that You will be personally liable for all activity on your RETAIL STUDIO Account.

4.2.            You further agree that –

4.2.1.      if You believe that information or Content Posted to the RETAIL STUDIO infringes on any person’s rights in any way, You shall notify Us immediately;

4.2.2.      if You believe the security of your registration on the RETAIL STUDIO has been compromised in any way, You shall notify Us immediately;

4.2.3.      You shall be held fully responsible for any misuse or compromise to your RETAIL STUDIO Account which We are not properly notified about; and

4.2.4.      if any security violations are believed to have occurred in association with your RETAIL STUDIO Account, We reserve the right to suspend Access to your account pending an investigation and resolution.
 

5. RETAIL STUDIO CONTENT

5.1.            Unless otherwise stated on the RETAIL STUDIO there will be no formal maintenance or technical support for the Content and the  RETAIL STUDIO, and SPAR shall not be obligated to provide maintenance, technical support or updates to You.

5.2.            SPAR may stop providing the Content, Access to the RETAIL STUDIO or any part thereof, to you or to Users generally at SPAR’s sole discretion.

5.3.            There may be errors in the provision of the Content, and any reliance thereon is done entirely at your own risk.

5.4.            Content, such as articles or catalogues in the Library, may be protected by the Intellectual Property rights of others.

6. GRANT OF LICENSE TO YOU, YOUR RIGHTS AND OBLIGATIONS

6.1.            You are granted a personal, royalty-free, non-assignable and non-exclusive license to view, access and in certain aspects, modify the Content for in-store use through the RETAIL STUDIO.

6.2.            In terms of the license you are permitted to access, print and download Content for your personal use. You are not permitted to use Content in any unauthorised manner, such as, make a collection of any product listings, descriptions or prices; make derivative use of the Content; download or copy information for the benefit of another business outside of the Spar Group; or use data mining, robots or similar data gathering and extraction tools, unless expressly permitted to do so by SPAR.

6.3.            You may not:

6.3.1.      assign or sub-license the rights granted to you in terms of this clause;

6.3.2.       grant a security interest in or over such rights; or

6.3.3.      otherwise transfer any part of such rights to any third party.

6.4.            If You utilise the guidelines as provided through the recommended weights of ingredients from various Recipes, You may be able to produce the estimated yield of product as stated in the Recipe. Similarly, We have provided indicative timeframes for the shelf-life of ingredients and products. These indicative timeframes provide an estimate for maintaining such ingredients and products under appropriate merchandising conditions.  The guidelines as provided for yield, costing, recommended selling prices, gross profit percentage, Ingredient Statements and allergens, packaging and shelf life may vary depending on ingredients and products used in each store.

6.5.            When a particular store captures its own information on the RETAIL STUDIO, and specifically, captures any information modifying any of the guidelines or information topics mentioned in clause 6.4, the accuracy and maintenance of said information remains that store’s responsibility.

6.6.            You may print copies, and may download extracts, of any page(s) from the RETAIL STUDIO.  You must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

6.7.            In addition to any employee restraint or obligation contained in your employment contract, You must, in the event of a termination of Your employment with SPAR, or on the knowledge that a member of your store team has terminated his/her employment with SPAR, inform the RETAIL STUDIO Team of said termination for the purposes of deregistering the ex-employee as a User on the RETAIL STUDIO. 

6.8.            You may not:

6.8.1.      use the RETAIL STUDIO or Content in a manner that may infringe the intellectual property rights (for example copyright or trademarks) or other proprietary rights of others (including, but not limited to, the Intellectual Property);

6.8.2.      use the RETAIL STUDIO and Content in any manner which could damage, impair, overburden or disable the RETAIL STUDIO or interfere with any other party's Access to the RETAIL STUDIO;

6.8.3.      use the RETAIL STUDIO to Post anything which contains viruses or any other destructive features, regardless of whether or not damage is intended;

6.8.4.      gather email addresses and/or names for commercial, political, charity or like purposes or use the services to collect or attempt to collect Personal Information about third parties without their knowledge or consent;

6.8.5.      violate the privacy of any person or attempt to gain unauthorized Access to the RETAIL STUDIO or any other network, including (without being limited to) through hacking, password mining or any other means; and/or

6.8.6.      otherwise use the RETAIL STUDIO to engage in any illegal or unlawful activity.

6.9.            Should You engage in any one or more of the above practices, which shall be determined in our sole discretion (and which decision shall be final), then We shall be entitled, without prejudice to any other rights We may have:

6.9.1.      without notice, to suspend or terminate your Access to the RETAIL STUDIO;

6.9.2.      to hold You liable for any costs We incur as a result of your misconduct; and/or

6.9.3.      notwithstanding our Privacy Policy, below, to disclose any information relating to You, whether public or personal, to all persons affected by your actions.

7. DISCLAIMERS AND LIMITATION OF LIABILITY

7.1.            YOU MAY NOT ACCESS THE SITES AND MAY NOT ACCEPT THESE TERMS AND CONDITIONS IF YOU ARE A PERSON BARRED FROM ACCESSING THE RETAIL STUDIO UNDER THE LAWS OF THE REPUBLIC OF SOUTH AFRICA OR OTHER COUNTRIES INCLUDING THE COUNTRY IN WHICH YOU ARE RESIDENT OR FROM WHICH YOU ACCESS THE RETAIL STUDIO.

7.2.            THE DOWNLOADING OR PRINTING AND USE OF DATA CONTAINED ON THE RETAIL STUDIO IS DONE AT YOUR SOLE DISCRETION. YOU SHOULD INDEPENDENTLY VERIFY THE COMPLETENESS AND RELIABILITY OF INFORMATION PROVIDED ON OR VIA THE RETAIL STUDIO. ALSO BE AWARE THAT VIRUSES OR CODE WHICH MAY HAVE A HARMFUL EFFECT ON YOUR COMPUTER SYSTEM COULD BE TRANSMITTED TO YOU. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUITABLE PROTECTION MECHANISMS TO PREVENT SUCH HARM FROM OCCURRING.

7.3.            WE HAVE THE RIGHT, BUT NOT THE OBLIGATION, TO MONITOR ANY ACTIVITY AND CONTENT ASSOCIATED WITH THE RETAIL STUDIO AND CONTENT. WE MAY INVESTIGATE ANY REPORTED VIOLATION OF THESE TERMS AND CONDITIONS, OR COMPLAINTS AND TAKE ANY ACTION THAT WE DEEM APPROPRIATE (WHICH MAY INCLUDE, BUT IS NOT LIMITED TO), ISSUING WARNINGS, SUSPENDING, TERMINATING OR ATTACHING CONDITIONS TO YOUR ACCESS.

7.4.            WE WILL USE REASONABLE ENDEAVOURS TO MAKE THE RETAIL STUDIO AVAILABLE TO YOU AND TO KEEP THE CONTENT AVAILABLE TO YOU AT ALL TIMES.  HOWEVER, WE SHALL NOT BE LIABLE IN RESPECT OF ANY LOSS OR DAMAGES CAUSED BY, OR ARISING FROM, THE UNAVAILABILITY OF, ANY INTERRUPTION IN, OR YOUR ACCESS TO, THE SITES (EITHER IN PART OR AS A WHOLE) FOR ANY REASON WHATSOEVER

7.5.            ALTHOUGH WE TAKE STEPS TO VERIFY INFORMATION PRESENTED ON OR THROUGH THE RETAIL STUDIO, WE DO NOT REPRESENT OR ENDORSE THE ACCURACY OR RELIABILITY OF ANY ADVICE, OPINION, STATEMENT, OR OTHER INFORMATION CONTAINED IN, DISPLAYED ON, LINKED TO OR DISTRIBUTED THROUGH THE RETAIL STUDIO. YOU ACKNOWLEDGE THAT ANY RELIANCE UPON ANY SUCH OPINION, ADVICE, STATEMENT OR INFORMATION SHALL BE AT YOUR SOLE RISK.  WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION, TO CORRECT ANY ERRORS OR OMISSIONS ON THE SITES WITHOUT NOTICE TO YOU.

7.6.            WE SHALL NOT BE LIABLE IN RESPECT OF ANY LOSS OR DAMAGES HOWEVER ARISING AND WHATEVER THE CAUSE, IN PARTICULAR PURSUANT TO YOUR USE OF THE RETAIL STUDIO, YOUR ACCESS TO THE RETAIL STUDIO OR FROM YOUR INABILITY TO ACCESS THE RETAIL STUDIO.

8. INDEMNITY

8.1.            ACCESS TO THE RETAIL STUDIO IS PROVIDED TO YOU FREE OF CHARGE. USE OF THE CONTENT CONTAINED IN THE RETAIL STUDIO IS FOR YOUR BENEFIT AND ANY MODIFICATION TO CONTENT BY YOURSELF, TOGETHER WITH USE OF SUCH MODIFIED CONTENT IN-STORE, OR ANY FAULTY USE OF CONTENT INSTORE, OR IGNORING THE CONTENT IN THE DAILY RUNNING OF THE STORE IS AT YOUR OWN RISK.

8.2.             BY ACCEPTING THESE TERMS AND CONDITIONS YOU HEREBY AGREE TO INDEMNIFY, DEFEND AND HOLD SPAR, HARMLESS FROM AND AGAINST ANY AND ALL COSTS, LIABILITIES, LOSSES AND EXPENSES (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEY’S FEES) RESULTING FROM ANY CLAIM, SUIT, ACTION OR PROCEEDING BROUGHT BY YOURSELF OR ANY THIRD PARTY AGAINST SPAR, AND ARISING OUT OF YOUR USE OF THE RETAIL STUDIO, OR THE CONTENT, SAVE TO THE EXTENT THAT SUCH LIABILITY IS DIRECTLY AS A RESULT OF A WILFUL DEFAULT OR THE GROSS NEGLIGENCE OF SPAR.

9. PERSONAL INFORMATION

We are committed to protecting Your privacy. We may collate any information which You give to Us to Provide you with Access to the RETAIL STUDIO and may use such information to manage your RETAIL STUDIO Account. We may also use such information to inform You, the User, about further RETAIL STUDIO services and offers and/or about features we think you would find of interest. We may also permit the affiliated entities in the SPAR group to inform you about products or services they offer that might interest you. By giving us this information, you consent to our use of it for these purposes. For further information regarding our treatment of your personal information, you are referred to our Privacy Policy.
 

10. INTELLECTUAL PROPERTY RIGHTS

Unless otherwise stated, SPAR owns the Intellectual Property rights in the RETAIL STUDIO and the Content,. Subject to your use licence as per clause 7 above, all these Intellectual Property rights are reserved.
 

11. ENTIRE AGREEMENT

This agreement shall constitute the entire agreement between SPAR and the User with respect to the RETAIL STUDIO and Content and no representation, statement or inducement, whether oral or written, not contained herein shall bind either of us.
 

12. SEVERABILITY

Should any part of these Terms and Conditions of Use be declared invalid or unenforceable by a court of competent jurisdiction, this shall not affect the validity of any remaining portion and such remaining portion shall remain in full force and effect as if the invalid portion of the Terms and Conditions of Use had been eliminated.
 

13. LAW AND JURISDICTION

The law governing this agreement shall be the law of the Republic of South Africa.

14. SETTLEMENT OF DISPUTES

Any disputes between SPAR, and a User shall be settled in Durban, South Africa, by way of private arbitration in terms of the Rules for the Conduct of Arbitrations, Edition 6, as published by the Association of Arbitrators (Southern Africa). The arbitrator shall be appointed by the president for the time being of the Association.
 

15. GENERAL

15.1.        No indulgence, extension of time, waiver or relaxation of any of the provisions or terms of these Terms and Conditions which We may show, grant or allow You shall operate as an estoppel against Us in respect of Our rights under these Terms and Conditions nor shall it constitute a waiver by Us of any of our rights and We shall not thereby be prejudiced or stopped from exercising any of Our rights against You which may have arisen in the past or which might arise in the future.