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1. Terms and Conditions
THIS IS A LONG DOCUMENT CONTAINING SEVERAL IMPORTANT CLAUSES THAT RELATE TO YOUR RIGHTS AND OBLIGATIONS BY USING THE WEBSITE ACCESSIBLE AT THE ADDRESS WWW.OPENSEAT.CO.ZA, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
2. You acknowledge and agree that, by accessing or using the OpenSeat Platform or by downloading or posting any content to or from the OpenSeat Platform you are indicating that you have read, and that you understand and agree to be bound by these T&Cs. If you accept or agree to these T&Cs on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these T&Cs and, in such event, “you” and “your” will refer and apply to that company or other legal entity.
Categorical Information: All information held by OpenSeat in relation to Guests or Hosts that is not specifically mentioned in Personal Information.
Essential Obligation: An objective obligation of an OpenSeat Meal as per the OpenSeat Meal description or the OpenSeat Invitation, specifically a specific food or beverage item which was guaranteed to be provided at the OpenSeat Meal.
Guests: Users who intend on attending an OpenSeat Meal, who will make use of the OpenSeat Platform to conduct actions such as the following, this is not an exhaustive list:
Search for an event;
View Hosts reviews;
Request to attend an event;
Pay to attend an event post approval by a Host;
Attend an event; and
Rate an event
“Guest” means anyone one of them, depending upon the context.
Hosts: User who intends on hosting an OpenSeat Meal for Guests, who will make use of the OpenSeat Platform to conduct actions such as the following, this is not an exhaustive list:
Create an OpenSeat Meal for Guests to attend;
Issue invitations to Guests;
Approve or deny Guests’ requests to attend an OpenSeat Meal; and
“Host” means anyone one of them, depending upon the context.
OpenSeat: Openseat Proprietary Limited, registration number 2018/452035/07, a private company with limited liability duly incorporated in the Republic of South Africa.
OpenSeat Meal: A gathering of Hosts or Host, and Guests or Guest, organised on the OpenSeat Platform.
OpenSeat Fees: OpenSeat may charge Hosts a fee for the use of the OpenSeat Platform, which will be a percentage of the total Transaction Fee charged to a Guest, in accordance with clause 10.11.
OpenSeat Invitation: The initial connection between a Host and a Guest, either public or private, whereby a Host offers to host or facilitate an OpenSeat Meal or whereby a Guest requests to attend an OpenSeat Meal.
OpenSeat Platform: The marketplace, platform and services by which Hosts and Guests interact through the services provided by OpenSeat on the OpenSeat website, www.openseat.co.za, social media channels, APIs and applications.
OpenSeat Platform may refer to all of the above, an individual element of the above or any combination of such above listed items.
Personal Information: Identification number, passport number, first names, surname, email address and cellphone number.
Transaction Fees: The total amount to be paid by a Guest upon the Host’s approval of an OpenSeat Invitation request sent by a Guest, which will include all amounts to be paid to the Host, tax authorities, or other required authorities and to OpenSeat for a single OpenSeat Invitation.
T&Cs: The terms and conditions set out in this document and the documents referred to in this document.
Users: A Host or a Guest, someone who is registered on the OpenSeat Platform and those associated with such registered person for a specific OpenSeat Meal or OpenSeat Invitation.
“User” means anyone one of them, depending upon the context.
User Content: All content posted (or otherwise caused to be visible), by a user, on OpenSeat Platform.
4.1. OpenSeat operates the OpenSeat Platform for the benefit of Guests and Hosts by which Hosts may issue OpenSeat Invitations, either private or public, offering to host or facilitate OpenSeat Meals.
4.2. Your use of the OpenSeat Platform is governed by these T&Cs.
4.3. Unless OpenSeat expressly agrees to the contrary in writing, all your dealings with OpenSeat will be on and subject to the terms of these T&Cs. By using the OpenSeat Platform, you agree to be bound by these T&Cs.
4.4. These T&Cs may be updated from time to time, updates will be posted on the OpenSeat Platform and we shall endeavour to notify registered users of updates, it is however your responsibility to ensure that you remain compliant with the current T&Cs from time to time. We may also modify the operation of the OpenSeat Platform and the amounts charged and payment mechanisms. These changes will not have retroactive application. If the modified T&Cs are not acceptable to you, your only recourse is to cease using the OpenSeat Platform. If you do not cancel your OpenSeat registration you will be deemed to have accepted the changes.
4.5. Subject to your compliance with these T&Cs, OpenSeat grants you a limited non-exclusive, non-transferable licence to download and install a copy of the applications forming a part of the OpenSeat Platform on each mobile device or computer that you own or control and run that application solely for your own personal use. You agree to adhere, in addition to these T&Cs, to the terms and conditions applicable to the device on which you run the application and store from which you download it. OpenSeat reserves all rights which it has in and to the application by virtue of its ownership thereof, to the extent that these rights are not expressly set out in these T&Cs and not withstanding that they are not expressly granted to you in these T&Cs.
4.6. You will be deemed to have accepted these T&Cs by virtue of your use of the OpenSeat Platform or Services. Your usage of the OpenSeat Platform is conditional upon your acceptance of these T&Cs and your agreement (express or otherwise) to be bound thereby.
5.1 Unregistered visitors may view the OpenSeat Platform. Only registered users may post content on the OpenSeat Platform and issue or accept OpenSeat Invitations. Registered users are identified on the OpenSeat Platform by their first name, surname, mobile number, email address, registered city and country. OpenSeat may rank or rate registered users, as OpenSeat deems appropriate and fair. As a user you represent to OpenSeat that you will only use the OpenSeat Platform for lawful purposes and where it is lawful to so use them. We reserve the right to deny access to Users who are found or suspected to be in breach of this paragraph.
5.2 By registering with OpenSeat you agree to adhere to the public policies published by OpenSeat on the OpenSeat Platform. You may cancel your registration at any time by following the instructions on the OpenSeat Platform. If you cancel your registration, we shall archive all personally identifiable information to the extent required to comply with applicable laws. You accept that we may terminate any User’s registration at any time for any breach of any term of this agreement, or otherwise as we see fit.
5.3 Registration and access to the OpenSeat Platform are intended solely for persons who are 18 years old or older. Any access or use of the OpenSeat Platform or OpenSeat Platform by anyone under the age of 18 is expressly prohibited. By using the OpenSeat Platform and OpenSeat Platform you represent and warrant that you are aged 18 years or older.
5.4 You agree to compete the registration process honestly and as completely as you are able, and to keep the registration and other information about you accurate and up-to-date. You may maintain only one registration with OpenSeat, and may not be a User on behalf of an individual other than yourself. Your registration with OpenSeat is personal to you and may not be sold or transferred without OpenSeat’s prior written agreement. You agree never to disclose your login details or password (except for the purpose of your logging in to the OpenSeat Platform yourself).
5.5 By registering as a user with OpenSeat you agree that OpenSeat may request consumer, credit rating and similar reports on you. If OpenSeat requests any such report, it will request and use it in compliance with applicable law.
5.6 If you link your registration with an accepted third-party social networking site or service you represent that you are lawfully able to do so and that such linking complies with all terms you and the third party have agreed and will not result in OpenSeat incurring any obligations or liabilities.
5.7 You acknowledge that registration is subject to your agreement to our payment provider’s terms and conditions when you register to make or receive payments and that your agreement to same is a requirement of these T&Cs.
6 OpenSeat content and Users use of the OpenSeat Platform
6.1 Apart from the content generated by Users, all the elements that make up the OpenSeat Platform (including, without limiting the generality of this provision, its content, graphics, applications, software, functions and other features) belong to OpenSeat (or the person from whom OpenSeat licences it). You agree that you have no entitlement to any part of the OpenSeat Platform otherwise than to view content and use the communications facilities in connection with arranging and promoting OpenSeat Meals and issuing, accepting and paying for OpenSeat Invitations in accordance, in each case, with these T&Cs.
You agree that you are not permitted to reproduce, distribute, emulate, publish or imitate any part of the OpenSeat Platform without OpenSeat’s prior written agreement.
6.2 In using the OpenSeat Platform you agree that you will not:
6.2.1 Circumvent OpenSeat’s legitimate commercial interests by participating in a transaction related to a OpenSeat Meal independent of the OpenSeat Platform or take any action (other than publish bona fide reviews) to dilute, tarnish or otherwise harm the OpenSeat brand in any way;
6.2.2 Use any part of the OpenSeat Platform for any commercial or other purposes that are not expressly permitted by these T&Cs or in a manner that falsely implies OpenSeat endorsement, partnership or otherwise which would mislead others to believe you have an affiliation with OpenSeat or any of its users or partners;
6.2.3 Use manual or automated software, devices, scripts, robots, backdoors or other means or processes to (i) access, “scrape,” “crawl” or “spider” any web pages or other services contained in the OpenSeat Platform, or (ii) collect information from or otherwise interact with OpenSeat Platform, or (iii) systematically retrieve data or other content from any of the OpenSeat Platform to create or compile, directly or indirectly, in single or multiple downloads, a compilation, database, directory or similar or analogous collection of information, or (iv) access, tamper with, or use non-public areas of any of the OpenSeat Platform or the technical delivery systems of OpenSeat’s partners, or (v) attempt to probe, scan, or test the vulnerability of any part of any of the OpenSeat Platform or OpenSeat’s security or authentication measures, or (vi) damage, disable, overload or alter any part of the OpenSeat Platform or any other website, application or electronic communication, or (vii) broadcast any element containing computer viruses or any code, file, or computer program designed to interrupt, destroy or limit the software, features, IT or telecommunication equipment;
6.2.4 Access or use any of the OpenSeat Platform (i) to use, expose, or allow to be used or exposed, any content that is not publicly displayed by OpenSeat in its search results pages or listing pages before an OpenSeat Invitation is accepted; or (ii) in any way that is inconsistent with these T&Cs or any privacy or other policy publicly adopted by OpenSeat; or (iii) in any way that violates the privacy or any other rights of any other of OpenSeat’s users or any other third party;
6.2.5 Register and/or use any intellectual property of OpenSeat (or persons from which it licences intellectual property) or in the name “OpenSeat” or its logo (or derivative terms or terms that are confusingly similar) whether in any domain names, trade names, trademarks or other source identifiers, trademarks, taglines, promotional campaigns or otherwise or infringe the rights of OpenSeat or the rights of any other person or entity (including, without limiting the generality of this provision, any intellectual property, privacy, publicity or contractual rights);
6.2.6 Copy, store or otherwise access or use any information contained on any of the OpenSeat Platform for purposes not expressly permitted by these T&Cs or use, display, mirror or frame any of the OpenSeat Platform, or any individual element within the OpenSeat Platform, OpenSeat’s name, any OpenSeat trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the OpenSeat Platform, without OpenSeat’s express written consent;
6.2.7 Interfere with or damage any of the OpenSeat Platform (including, without limiting the generality of this provision, by the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, backdoors, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology) or in connection with the distribution of unsolicited emails or advertisements (other than OpenSeat Invitations);
6.2.8 “Stalk” or harass any other User of the OpenSeat Platform, or collect or store any personally identifiable information about any other user (other than for purposes of transacting as a Guest or Host);
6.2.9 Contact any User otherwise than about an OpenSeat Invitation or OpenSeat Meal;
6.2.10 Recruit or otherwise solicit any User to join a third-party service or website whether or not it is competitive to OpenSeat, without OpenSeat’s prior written approval;
6.2.11 Avoid, bypass, remove, deactivate, impair, scramble, descramble, or otherwise circumvent any technological measure implemented by OpenSeat or any of OpenSeat’s providers or any other third party (including another user) to protect any part of the OpenSeat Platform, forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use any part of any of the OpenSeat Platform to send altered, deceptive or false source-identifying information or attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the any part of any of the OpenSeat Platform; or
6.2.12 Advocate, encourage, or assist any third party in doing any of the foregoing.
6.3 You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the OpenSeat Platform and ancillary documentation. You also agree not to use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the OpenSeat Platform except as expressly permitted in these T&Cs. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by OpenSeat or its licensors, except for the licenses and rights expressly granted in these T&Cs.
7. User Content
7.1 User Content may be posted on the OpenSeat Platform and in accordance with the T&Cs. OpenSeat’s policy is not to edit or moderate User Content unless required to do so to ensure compliance with these T&Cs or with your prior consent. You agree that if you have linked your OpenSeat registration with any third-party service, the services may exchange information and you shall be deemed to have published any information made available by the third-party service as a result of the accounts being linked.
7.2 You are responsible for all User Content. By registering to use the OpenSeat Platform you agree that:
7.2.1 All User Content representation that you publish is true;
7.2.2 Users shall not use the OpenSeat Platform to offer products or services other than OpenSeat Invitations for OpenSeat Meals.
7.2.3 Users shall not post, upload, publish, submit or transmit anything that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy or rights to an image; or (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil or criminal liability or might be expected to incite any anti-social behaviour; or (iii) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; or (iv) is defamatory, abusive, threatening, harassing or obscene, pornographic, vulgar or may otherwise be found to be offensive by a reasonable person; or (v) is discriminatory, prejudicially intolerant, racist, hate inspired, harassing or harmful toward any individual or group, anti-Semitic, paedophilic, inciting violence, racial or ethnic hatred, illegal or that is in any other way reprehensible; or (vi) is violent or threatening or promotes violence or actions that are threatening to any person or group; or (vii) promotes illegal or harmful activities or substances; or (viii) condones or promotes any of the things listed in (i) to (vii);
7.2.4 None of User Content shall include any images which you do not own or which include or depict any identifiable person who has not consented to the use of the image (and, in the case of images taken at an OpenSeat Meal, in respect of which the relevant Host has consented to you publishing);
7.2.5 Users shall not use the OpenSeat Platform to (i) transmit, distribute, post or submit any information concerning any other person or entity (including, without limiting the generality of this provision, photographs, contact or sensitive information or credit, debit, banking or other account numbers) without the relevant person’s prior permission; or (ii) impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;
7.2.6 Users shall not advocate, encourage, or assist any third party in doing any of the foregoing.
7.2.7 All User Content may be made public and associated with you;
7.2.8 OpenSeat is under no obligation to store and/or to publish User Content (and OpenSeat may at any time and without prior notice delete User Content from any part of the OpenSeat Platform);
7.2.9 Although you remain the owner of (and responsible for) User Content, no aspect of any relationship between you and OpenSeat nor anything in these Ts and Cs operates to transfer any intellectual property rights to you;
7.2.10 OpenSeat may edit, reproduce (in whole or in part), translate, link to and from, group and otherwise deal with User Content (or elements of it) as it deems appropriate;
7.2.11 OpenSeat may utilise User Content (and information that OpenSeat learns about you) to communicate with you, target advertising to you and develop, implement and refine marketing campaigns and to promote OpenSeat Platform generally; and
7.3 You agree that any profile photograph that you upload is an honest representation of you and does not infringe on any intellectual property rights belonging to a third party and that you expressly authorise OpenSeat to use your image.
7.4 By accepting these T&Cs you grant OpenSeat a worldwide, irrevocable, perpetual (or for the term of the protection), non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, translate, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise utilise User Content (which may include publishing it on the OpenSeat Platform and may also include promoting or marketing the OpenSeat Platform). OpenSeat does not claim any ownership rights to User Content and nothing in these T&Cs will be deemed to restrict any rights that you may have to use and exploit User Content.
7.5 Notwithstanding the licences granted to OpenSeat pursuant to clauses 7.2.9 and 7.3, OpenSeat shall use reasonable endeavours to remove such of User Content as you request us to remove from our current OpenSeat Platform (the request to be made through your registered account and confirmed in a recorded delivery letter with signed proof of receipt including sufficient details for us to identify you and the relevant part of User Content that you request is removed from the OpenSeat Platform).
7.6 The OpenSeat Platform may provide links or referrals to other websites, services, publications or applications. OpenSeat makes and gives no representation, endorsement, guarantee or confirmation as to the reliability of any such website, service publication or application and by agreeing to these T&Cs you agree that you shall not rely on OpenSeat when assessing or using them and that OpenSeat shall under no circumstance be responsible to you for any failure of any websites, services, publications or applications for which it is not responsible.
7.7 Users agree and consent that OpenSeat may (but is not obliged to) employ translators and copy editors (and may apply automated translation and copy editing services) to User Content to change the style or language used by Users. Except to the extent that anything done by OpenSeat creates an obligation or liability which would not otherwise have arisen, you agree that these processes shall not diminish any responsibility or liability you have for User Content.
7.8 Users shall hold OpenSeat harmless from any loss a User may suffer as a result of hosting or otherwise dealing with User Content.
8.1 By accepting these T&Cs you agree that OpenSeat may collate and analyse data resulting from your use of the OpenSeat Platform and may use and sell the resulting information.
8.2 OpenSeat will use reasonable endeavours to ensure that unless you agree to the contrary your Personal Information will not be disclosed to third parties except to the extent required to undertake reasonable verification, necessary to provide the OpenSeat Platform or to operate the OpenSeat Platform or as permitted by clause 8.3, or as required by law or if there are serious reasons to think that storage or divulgence of this information is required to conform to a legal procedure.
8.3 You expressly grant us permission, without further notice, to store, transfer and disclose data and other information relating to you or to your transactions, including, but not limited to, personally identifiable information to any relevant tax or other governmental or competent regulatory or law enforcement authority or agency that claims to be entitled to such information.
8.4 To the extent required by applicable law, OpenSeat shall on request of the relevant User delete all information that is personal to that User. OpenSeat may however (subject to applicable laws) retain data that may have been obtained by previous interactions with OpenSeat provided that that data cannot be linked to any individual person.
8.5 OpenSeat reserves the right to market the results of this automatic data handling, excluding Personal Information.
8.6 You agree not to do anything to create a false impression that you are endorsed by, partnering with, or acting on behalf of or for the benefit of OpenSeat, including by inappropriately using any OpenSeat intellectual property.
9. OpenSeat Meals
9.1 The OpenSeat Platform comprise an online platform designed to enable Hosts to create OpenSeat Invitations for OpenSeat Meals and for Guests to learn about and request to attend OpenSeat Meals indirectly with the Hosts.
You understand and agree that OpenSeat is not a party to any agreements between Hosts and Guests and that OpenSeat has no control over, liability or obligation to you in respect of the conduct of (i) Hosts, (ii) Guests, (iii) other users of the OpenSeat Platform or (iv) others attending or facilitating OpenSeat Meals. You agree that OpenSeat is not responsible for any damage or harm resulting from your interactions with other Users or those associated with Users and you accept that (to the maximum extent permitted by law) OpenSeat accepts no liability whatsoever resulting from the conduct of any such person.
9.2 By agreeing to these T&Cs you agree to adhere to all applicable laws and regulations (including without limiting the generality of this provision, fiscal and administrative regulations) that apply to any OpenSeat Meal.
9.3 You agree that OpenSeat shall under no circumstances be held responsible or liable for any representation in an OpenSeat Invitation or for an OpenSeat Meal not running smoothly or as advertised or otherwise being unsatisfactory.
10. Covid-19 Protocols
10.1 Hosts are required to ensure the following protocols are followed for their event:
10.1.1 Hand sanitizer is made available for guests to use.
10.1.2 Windows are open if the event is hosted in doors; there needs to be clean air moving through the dining area
10.1.3 Check in with guest preferences on whether anyone would like to wear masks or not while not eating, and facilitate an agreement to make sure everyone is comfortable with the Covid protocols being taken place. Nobody should be made to feel uncomfortable or unsafe.
10.1.4 No crockery, cutlery or any eating or drinking utensils are shared between guests.
10.1.5 Strict hygiene is carried out while preparing food.
10.1.6 If any clauses above from 10.1.1 to 10.1.5 are not followed, guests should report the incident to OpenSeat by emailing us at [email protected] who will then take further recourse with the host.
10.2 Guests are required to follow the following protocols:
10.2.1 Make use of the hand sanitizer provided.
10.2.2 If requested by the host or another guest, to wear a mask while not eating.
10.2.3 If not feeling well before the event, to cancel their seat.
10.2.4 If feeling unwell during the event, leave and forfeit the event.
11. Financial arrangements
11.1 The OpenSeat Platform will include a payment process for collection of Transaction Fees to be paid by a Guest to confirm their place at an OpenSeat Meal. The payment process shall happen in accordance with the required steps as guided from the OpenSeat Platform and the appropriate third party providers.
11.2 When issuing OpenSeat Invitations, Hosts state the Transaction Fee that they will charge each Guest, these fees are quoted on the OpenSeat Invitation. OpenSeat arranges a service for these fees to be collected, which shall be held in a bank account (separate from OpenSeat’s own trading bank account) on terms that the funds will be paid in accordance with these T&Cs (arranging this collection and holding service constitutes a part of the OpenSeat Platform). Confirmation of a place at an OpenSeat Meal will be done once the Transaction Fees have been paid by a Guest. The total amount of the Transaction Fees is the amount payable by the Guest in respect of each OpenSeat Invitation at the time that the Guest accepts the Host approved OpenSeat Invitation.
11.3 The OpenSeat Fees are calculated as a variable percentage of the Transaction Fee. Any OpenSeat Fees are to be deducted from the Transaction Fee at the time of payment being made from OpenSeat to the Host. Hosts shall receive a net payment, which shall be Transaction Fees less the OpenSeat Fee and all amounts which are subject to sales taxes, such as VAT or other deductions required by authorities. Where OpenSeat charges OpenSeat Fees it shall on request provide an invoice in respect of those OpenSeat Fees, separately identifying any sales taxes charged by OpenSeat.
11.4 During an OpenSeat Meal, confirmation of the event will be processed by the Guest and the Host on the OpenSeat Platform. The confirmation of an OpenSeat Meal by both the Guest and the Host will verify the OpenSeat Meal occurrence and will entitle a Host to the payment due to them in accordance with clause 10.3 and 10.5
11.5 OpenSeat shall process payment to the Hosts on the second and fourth Thursday of each month. This is the process date and as such, this is not the date the amounts will necessarily reflect in the Hosts account. Payments shall be made for all events which have not been paid out and which have been completed and confirmed by parties to have been completed 7 days prior to the payment date.
11.6 Hosts agree and acknowledge that they are responsible for discharging all of their own tax obligations (including, but not limited to, sales tax and VAT) whether these are imposed on a state, local or other level. OpenSeat assumes no obligations or responsibility whatsoever in this regard. In particular, OpenSeat assumes no responsibility (actual or deemed) for or to notify or explain to Hosts, or to enquire into, the VAT or sales taxes treatment of any Hosts or OpenSeat Meals.
11.7 If OpenSeat so requires for the purposes of its dealings with any tax or regulatory authority, Hosts and Guests shall provide to OpenSeat, promptly on request, any information, data, documentation and/or copies of communications (whether in electronic format or otherwise) which relate to OpenSeat Meals in which they have participated. Hosts shall, promptly on request, provide to OpenSeat all reasonable assistance in any discussion or dispute with any tax authority with respect to the VAT or sales tax treatment of OpenSeat Meals in which those Hosts have participated.
Each Host agrees to indemnify OpenSeat for any VAT or similar sales tax obligations which OpenSeat is required to pay and which arise wholly from OpenSeat Meals hosted by that Host.
11.8 You may only make payments in respect of OpenSeat Invitations through the payment processing facilities provided on the OpenSeat Platform.
11.9 You agree that the sole and exclusive role and responsibility of OpenSeat (and any of its outsourced third-parties) in providing OpenSeat Platform relating to processing payments is to arrange the collection of payments from Guests and for the payment of the amounts collected in accordance with these T&Cs (and you agree that they have no other or further liability to you in respect of any payment made).
11.10 Payments are made by Guests through selected payment providers. The terms on which the payment providers hold funds are stated in their terms. OpenSeat may receive amounts due to Hosts from payment providers, where it does so such funds will be held in a bank account (separate from OpenSeat’s own trading bank account) until they are transferred to the Host (or, where appropriate, reimbursed to the Guest).
11.11 The OpenSeat Fee shall be a percentage of 12%. This fee may be amended from time to time and OpenSeat shall notify all Hosts of the change 30 calendar days prior to implementation.
12. Cancellation of an OpenSeat Invitation or OpenSeat Meal
12.1 Guests may need to cancel an OpenSeat Invitation that they have previously accepted. In such cases, Guests are requested to please contact OpenSeat at [email protected] and to inform the Host of such cancellation.
12.2 Guests shall qualify for a full refund of the Transaction Fee if the Guest notifies OpenSeat and the Host of cancellation during usual business hours in South Africa (being 9am to 5pm on weekdays other than public holidays) at least 7 calendar days before the date on which the relevant OpenSeat Meal is to occur.
12.3 Hosts may need to cancel an OpenSeat Meal that they have created. In such cases, Hosts are requested to please contact OpenSeat at [email protected] and to inform Guests who are to attend the event of such cancellation.
12.4 Guests shall qualify for a full refund of the Transaction Fee if the Host cancels an OpenSeat Meal.
12.5 The maximum refund OpenSeat is to refund will be the Transaction Fees paid by a Guest and no additional costs shall be re-imbursed.
12.6 In certain circumstances, OpenSeat may decide, in its sole discretion, that it is necessary or desirable to cancel an OpenSeat Meal. In these circumstances OpenSeat may determine, in its sole discretion, to refund to the Guest part or all of the amounts charged to the Guest. Users agree that OpenSeat and the relevant Guest or Host will have no liability to you in respect of such cancellations or refunds.
13. Essential Obligations
13.1 All OpenSeat Meals are to be enjoyed by Hosts and Guests, however occasionally expectations are not met and if a Guest believes that the Host failed to fulfil an Essential Obligation of the OpenSeat Meal, OpenSeat requests to be informed. In addition to the review system post an OpenSeat Meal, Guests have until midnight on the day following the date on which the relevant OpenSeat Meal was scheduled to take place, to request that the whole or a part of the payment is refunded. A request for a refund must be submitted by sending an email to [email protected] The complaint must specify the OpenSeat Meal reference, identify the Host, specify the amount of the Transaction Fees, state how much the Guest wishes to be reimbursed and give as much information as possible in relation to the problem/ relevant failures/ reasons for believing that payment should be refunded. OpenSeat will review the complaint and determine whether the acts or omissions complained of, warrant the refund requested. It is to be clearly expressed that OpenSeat will only refund for Essential Obligations not being met. Guests are to be aware, that once OpenSeat has released funds to the Host, it is unable to offer Guests any remedy.
13.2 The maximum refund OpenSeat is to refund will be the Transaction Fees paid by a Guest (less payment transaction costs and any third-party agency fees that OpenSeat is not entitled to recover) and no additional costs shall be re-imbursed.
13.3 If OpenSeat believes that the complaint is without merit, of limited merit or that OpenSeat is not able to assess the merit of the complaint, then OpenSeat may direct that the whole or any part of the Transaction Fees are paid to the Host and/ or that the balance (if any) is withheld pending resolution of the dispute between the relevant Host and the Guest. If no such resolution has been reached within six months, OpenSeat may direct that 50% of the disputed element of the Host’s Charges is paid to the Host and that 50% of the disputed element of the Host’s Charges is paid to the Guest (and the OpenSeat Fees shall be paid to OpenSeat) or may make such other arrangements as then appear appropriate to it (which may include making payment as directed by a Court of competent jurisdiction). OpenSeat shall have no further or other liability or responsibility to the Host and Guest in respect of any such claim to be refunded. You agree to abide by decisions made by OpenSeat (even if the decision appears perverse to you).
13.4 OpenSeat agrees to use reasonable endeavours to assess merits of claims and to act in good faith toward Guests and Hosts, however you agree that it has no responsibility or liability to you for any assessment it makes in relation to the merits of any claim between Guests and Hosts or any direction it gives as to the payments to be made to Guests or Hosts in accordance with this clause 12 and you also agree that OpenSeat may make or decline refunds and payments pursuant to these T&Cs and that if and to the extent it does so it shall have no further liability or obligation to you or the Host or Guest.
13.5 OpenSeat will endeavour to make refunds to Guests through the same payment facility through which the payment was originally made. Where it is not possible to make such a refund, it will require other verification before the refund can be processed. The Guest agrees to bear the cost of currency exchanges and risks in fluctuations in currency exchange rates.
13.6 By accepting these T&Cs you agree that if OpenSeat has followed the processes mentioned above in good faith it shall have no further or other liability or obligation to you.
13.7 OpenSeat accepts responsibility or liability in respect of any failing by a payment processor or authorised agent. OpenSeat accepts no responsibility or liability whatsoever for refunds that are intercepted by cybercriminals before reaching the Guest’s bank account. In such a circumstance, OpenSeat will be deemed to have fulfilled any obligations it has towards to the Guest and will not be required to pay the intercepted/stolen refund a second time.
14. Exclusions and limitations to OpenSeat’s responsibility and liability
14.1 You agree by issuing or accepting an OpenSeat Invitation that you do not create any relationship with OpenSeat save as expressly provided in these T&Cs. OpenSeat does not control, and has no right to control, your OpenSeat Invitation, your offline activities associated with your OpenSeat Invitation, or any other matters related to any OpenSeat Invitation that you publish.
14.2 Users are required by these T&Cs to provide accurate information and only to post reliable and accurate content to the OpenSeat Platform and not, when using the OpenSeat Platform, to make any factually incorrect, fraudulent or misleading statements or representations. By accepting these T&Cs you agree that OpenSeat, its payment providers and/or other partners may request identity verification from you (and you agree to comply with such requests as are reasonable made) and may use other information or resources available to them to verify User’s identity, to undertake regulatory checks and to help limit improper use of the OpenSeat Platform, and other services provided by the payment providers and other partners.
OpenSeat does not accept any responsibility or obligation to you to undertake any such checks and you agree that OpenSeat does not represent, endorse, guarantee or confirm the identity of any User or the accuracy of any content or representation made by any User or otherwise received from (or communicated in connection with or as a result of) any of the OpenSeat Platform (and by agreeing to these T&Cs you irrevocably agree that except to the extent otherwise expressly agreed by OpenSeat you waive any entitlement to claim reliance on any such representation, endorsement, guarantee or confirmation).
14.3 To the extent permitted by law, OpenSeat excludes all conditions, warranties, representations or other terms which may apply to the OpenSeat Platform or any content on them, whether express or implied. OpenSeat will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
14.3.1 Use of, or inability to use, any of the OpenSeat Platform; or
14.3.2 Use of or reliance on any content displayed on any of the OpenSeat Platform.
14.4 OpenSeat will not be liable for:
14.4.1 Loss of profits, sales, business, or revenue;
14.4.2 Business interruption;
14.4.3 Loss of anticipated savings;
14.4.4 Loss of business opportunity, goodwill or reputation; or
14.4.5 Any indirect or consequential loss or damage.
14.5 OpenSeat will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any content on it, or on any website linked to it.
14.6 By using the OpenSeat Platform, you agree that (subject as provided in clause 8.3) any legal remedy or liability that you seek to obtain for actions or omissions of other users of the OpenSeat Platform or other third parties will be limited to a claim against the individual or other third party who caused you harm. You agree not to attempt to impose liability on or seek any legal remedy from OpenSeat with respect to such actions or omissions.
14.7 You agree that to the maximum extent permitted by law OpenSeat has no liability or responsibility to you in respect of any general or specific failure, suspension or interruption in any services offered by any of the OpenSeat Platform or error or omission in information or processing provided on or by the OpenSeat Platform or loss of information provided to the OpenSeat Platform.
14.9 Save to the extent that liability may not be excluded by law:
14.9.1 OpenSeat has no liability save to the extent admitted by clauses 13.8, 13.9.2 and 13.9.3;
14.9.2 OpenSeat’s liability to the Host is limited to the amount collected by OpenSeat as facilitator for the Host in respect of the OpenSeat Meal to which the relevant claim relates and not paid to the Host (or, where appropriate, refunded to the Guest) in accordance with these T&Cs; and
14.9.3 OpenSeat’s liability to the Guest is limited to the OpenSeat Fee in respect of the OpenSeat Meal to which the relevant claim relates.
14.10 You agree and confirm that if you choose to use any of the OpenSeat Platform to enter any arrangement with another person (whether in your capacity as a Guest or as a Host) you should enter an agreement with that other person (that agreement may not comprise the terms and conditions on which the OpenSeat Invitation is offered and accepted).You agree to adhere to the terms of any such agreement. You acknowledge and agree that you, and not OpenSeat, are responsible for ensuring that each counter-party to any such agreement complies with the terms of that agreement and satisfies any obligations the counter-party has to you. By agreeing to these T&Cs you also agree that OpenSeat is not a party to any agreement between you and any other person (whether as Guests, Hosts, agents or in any other capacity) and that (except to the extent that OpenSeat or any of its agents agrees on and subject to the terms of clause 7 and the other provisions of these T&Cs and as part of the OpenSeat Platform to arrange the collection, holding and payment of Transaction Fees as part of the OpenSeat Platform) OpenSeat has no liability to you or any other person arising from or related to any agreements between Guests and Hosts.
14.11 Subject to the provisions of clause 13, you agree that none of OpenSeat, its directors, employees, agents or other representatives is liable to you for any damage, whether direct or indirect, resulting from use of the OpenSeat Platform even if OpenSeat has knowledge or has been informed of the likelihood of the occurrence of such damage.
15. Deletion of account and suspension
15.1 You may terminate your registration at any time by sending us an email from your registered email to [email protected]
15.2 OpenSeat may terminate or suspend your registration for convenience at any time by giving you notice via email to your registered email address.
15.3 If your OpenSeat registration is cancelled all OpenSeat Meals in respect of which you had issued OpenSeat Invitations will be automatically cancelled and all OpenSeat Meals in respect of which you had accepted an OpenSeat Invitation will also be automatically cancelled. Depending on the applicable cancelation policy, an appropriate refund may be issued.
15.4 Upon deletion of account, OpenSeat will endeavour to remove the User account, including but not limited to, Personal Information and User Content from public viewing within 72hours.
16.1 You declare and guarantee to OpenSeat that you are a person over 18 years of age and/or having the legal capacity to enter into a contract.
16.3 If you become aware of any content on any of the OpenSeat Platform that you suspect has been posted in breach of these T&Cs please notify us by email at [email protected]. It will be helpful if you are able to include (a) details of the content concerned, (b) information to enable us to locate the content in question on the OpenSeat Platform, (c) your contact information (full name, telephone number, email address and, where applicable, the name of the body on whose behalf you are contacting us, its postal address, telephone number and registration number), (d) a statement, where applicable, that you are the owner of intellectual property rights or rights to an image or to the person concerned or authorised to act in the name of the owner.
16.4 You acknowledge and agree that OpenSeat may store personal and other information about you on your electronic devices in the form of “cookies” and other programs and devices. The use of these solely concerns the functioning of the OpenSeat Platform. You acknowledge and agree that if you do not allow or limit the placing of cookies on your devices, this ban or restriction may have an adverse effect on your use of the OpenSeat Platform. You acknowledge and agree that OpenSeat may also store your personal information on computers and servers in Europe and beyond its borders.
16.5 The publishing directors of the OpenSeat Platform are the director of OpenSeat (Pty) Ltd, as registered on the Companies and Intellectual Property Commission of South Africa. The OpenSeat Platform is hosted and managed by OpenSeat (Pty) Ltd.
16.6 For any question relating to the OpenSeat Platform you can contact us by the following means:
By email: [email protected]
16.7 Reference in these T&Cs to:
16.7.1 A “person” or “corporation” includes a reference to all legal or natural persons, partnerships, trusts, companies, governments or local authority departments and other bodies and associations (whether corporate or unincorporated);
16.7.2 An individual includes where appropriate his duly authorised representatives or agents;
16.7.3 The singular includes a reference to the plural and vice versa; and
16.7.4 One gender includes each gender (feminine, masculine, neuter or other).
16.8 References to OpenSeat in the context of obligations or liabilities owed to OpenSeat or other benefits or assurances given to OpenSeat shall be deemed to include reference also to any company which is a subsidiary of OpenSeat.
16.9 No failure or delay by OpenSeat to exercise any right or remedy under these T&Cs shall be construed as a waiver of that right or remedy nor shall any single or partial exercise of any right or remedy preclude the further exercise of that right or remedy. No waiver by OpenSeat of any breach of these T&Cs shall be considered as a waiver of a preceding or subsequent breach. The rights and remedies provided in these T&Cs are cumulative and are not exclusive of any rights or remedies provided by law.
16.10 These T&Cs and the documents referred to in these T&Cs (as in each case updated from time to time) constitute the whole agreement between you and OpenSeat governing our relations and supersede all other agreements between you and OpenSeat prior to the date of these T&Cs, which shall cease to have any further effect.
16.11 If a provision of these T&Cs is held to be illegal or unenforceable, in whole or in part, under an enactment or rule of law, it shall to that extent be deemed not to form part of these T&Cs and the enforceability of the remainder of these T&Cs shall not be affected.
16.12 OpenSeat may communicate with you by sending an email to your registered email address. It need only adduce proof that the email was sent, and is not responsible for ensuring that you receive it.
16.13 These T&Cs shall be governed by and construed in accordance with South African law and OpenSeat and you each agree to submit any dispute, including disputes relating to any non-contractual obligations, which may arise out of, under, or in connection with this agreement to the exclusive jurisdiction of the courts of South Africa.