Please read these terms and conditions carefully. By accessing this website, or a Service through this website, you agree to be bound by the terms and conditions below.
    1. AutoFuzion means Automotive Digital Solutions (Pty) Ltd t/a AutoFuzion, registration number 2014/278272/07, including its precursors in title, subsidiaries, successors, affiliates and associated entities;
    2. Data means any information regarding or from the Dealer, any information regarding the Dealer's stock of vehicles (including but not limited to vehicle registration details, images, identification, owner descriptive material, pricing, performance indicators and sales information) and any information AutoFuzion might provide to the Dealer to supplement the Dealer's information;
    3. The Dealer means the person (natural or juristic) regardless as to whether such person is a motor or other vehicle Dealer or not, seeking to use or using the Services on the terms and conditions contained herein;
    4. Director means any person appointed to the Board of Directors of AutoFuzion;
    5. The parties means AutoFuzion and the Dealer referred to jointly herein;
    6. Reports means any content, statistics, Data, valuations, Reports and/or other information delivered by AutoFuzion;
    7. Services means the web-based intelligence application owned and operated by AutoFuzion at www.autofuzion.co.za (the 'Website') including (without limitation):-
      1. any other related Services, facilities or functions; and
      2. whether based (partially or entirely) on software and/or hardware;
      3. whether consultative or consisting of consulting Services;
      4. the Data;
      5. the Reports.
    8. Showroom is a separately identifiable place of vehicle stock display (physical or electronic) to be determined at the sole discretion of AutoFuzion taking into account, inter alia, the Dealer's separate physical locations, brands, new and used car floors, lead management requirements, and stock mix.
    1. The parties record that these terms and conditions can be viewed on the AutoFuzion website at www.autofuzion.co.za/terms.
    2. The Dealer will by conduct confirm acceptance of these terms and conditions and so be deemed to have perused and understood all of these terms and conditions and agreed to same upon the Dealer using the Services.
    3. AutoFuzion may at any time amend these terms and conditions subject only to notification to the Dealer to this effect.
    4. This agreement will continue as binding upon both parties indefinitely subject to the provisions of clause 8 below and may be terminated by AutoFuzion on three (3) calendar months' written notice to the Dealer. Should the Dealer want to cancel or downgrade Services, notification must be sent to AutoFuzion as provided for online under Billing and Account Settings and will be subject to the cancellation rules set out in 2.5 to 2.7.
    5. Where the Dealer is entitled to a free trial period of 30 consecutive days, commencing from the date upon which any paid-for Services are first made available to the Dealer :-
      1. if the Dealer cancels the Service at any time before the end of the aforesaid 30 day free trial period:-
        1. the Dealer shall not be billed;
        2. the functionality of the free trial period continues until the end of the said 30 day period upon which it will terminate and revert to the previous Service(s);
      2. if the Dealer does NOT cancel the Services before the end of the said 30 day period, it shall be assumed that the Dealer has accepted the paid-for Services and normal cancellation rules per 2.6 and 2.7 will apply.
    6. For Dealers paying monthly for Services and who are outside of the aforesaid 30 day trial period, a calendar months' notice for cancellation will apply as follows: Should the Dealer cancel the Services:
      1. within the first 10 days of any given calendar month :-
        1. the Dealer shall not be billed at the end of the said month for the following calendar month;
        2. the functionality of the Services will continue until the end of the relevant calendar month.
      2. If the Dealer cancels after the first 10 days of the calendar month:-
        1. the Dealer will be billed for next calendar month and charged up until the end thereof;
        2. the functionality of the Service will continue until the end of the next calendar month.
    7. For Dealers paying annually for Services and who are outside of the aforesaid 30 day trial period, a three (3) calendar months' notice will apply for cancellation or downgrade of Services. In this case the notice period will exclude the month of cancellation irrespective of when cancellation was made in that month. Annual Services will not automatically renew at the end of the term but rather the Dealer will be notified towards the end of the term to renew their Services. In all cases the Dealer will revert to the Basic (free) package following cancellation of any paid-for Services.
    1. AutoFuzion shall be entitled in its sole discretion to reject or remove from its Services any content or materials which do not comply with AutoFuzion's policies or that in AutoFuzion's sole judgement do not comply with any applicable law, regulation or other judicial or administrative order.
    2. The parties acknowledge that during the course of the Dealer using the Services of AutoFuzion, the Dealer will provide Data to AutoFuzion. The Dealer consents to AutoFuzion taking possession of, retaining and utilising the Data for statistical, research, commercial and other lawful purposes within its discretion.
    3. Copyright and intellectual property:
      1. Copyright in and to the Services is owned by and vests in AutoFuzion and remains with AutoFuzion at all material times.
      2. AutoFuzion is the owner of all Data accumulated and generated by AutoFuzion (including, without limitation, motor vehicle photographs, statistics, facts, information and the like) notwithstanding the source thereof. The Dealer acknowledges the validity of and AutoFuzion's sole and exclusive ownership of and/or rights in and to the said Data. The Dealer further acknowledges that all goodwill relating to the Data shall accrue for and to the benefit of AutoFuzion.
    4. Liability & indemnities:
      1. AutoFuzion warrants that it will use reasonable skill and care to provide the Dealer with access to Services.
      2. The Dealer acknowledges and agrees that the Reports are comprised of Data provided by third parties and that in providing the Reports AutoFuzion will use all reasonable skill and care but that AutoFuzion does not warrant the accuracy of any particular Data or values which shall be treated as guides only.
      3. To the maximum extent permitted by law, AutoFuzion makes no other representations, warranties and/or conditions of any kind whether express or implied by statute, common law or otherwise including without limitation any warranty:
        1. that the Reports are accurate, fit for purpose and/or of a satisfactory quality; and/or
        2. that the Reports do not infringe any Intellectual Property Rights or other rights of a third party.
      4. Subject to clause 3.4.9 below, AutoFuzion shall have no liability to the Dealer for any loss, damage, expense and/or other claims arising as a result of:
        1. the failure of and/or any interruption to Services if the failure and/or interruption was due to any act or omission of the Dealer and/or the breakdown, interruption or Service failure to any telecommunication or other communications system or any other system operated or under the control of the Dealer or a third party;
        2. any communications or network defects, delays or failures experienced by the Dealer in trying to access Services; and/or
        3. the Dealer's negligence and/or willful misconduct.
      5. The Dealer acknowledges and agrees that AutoFuzion cannot guarantee that Services will be continuously available online free of any faults, interruptions and/or errors and that from time to time there may be disruptions to the provision of Services in order to enable AutoFuzion and/or its licensors to carry out necessary maintenance work.
      6. Subject to clause 3.4.9 below, AutoFuzion shall have no liability to the Dealer in respect of any decisions and/or actions taken by the Dealer based on and/or in reliance of the Reports.
      7. Subject to clause 3.4.9 below, AutoFuzion shall not be liable to the Dealer in contract, tort (including without limitation negligence), statutory duty or otherwise arising out of or in connection with the Agreement for: (a) consequential, indirect or special loss or damage; or (b) any loss of goodwill or reputation; (c) loss of contracts, business and/or opportunity; (d) loss of profits; (e) loss of revenue or anticipated savings; (f) business interruptions; (g) loss of or corruption of Data howsoever caused (including caused as a result of e-crime attacks by third parties) and/or (f) any economic and/or other similar losses; and in each case such liability is excluded whether it is foreseeable, known, foreseen or otherwise and whether such losses are direct, indirect, consequential or otherwise.
      8. Subject to clause 3.4.9 below, the total liability of AutoFuzion in contract, tort (including without limitation negligence), breach of statutory duty or otherwise arising out of or in connection with the Agreement (unless otherwise excluded), in respect of each event or series of connected events shall not exceed the aggregate of the amounts paid for Services in the 3 months immediately preceding the date on which the event giving rise to the liability occurred and AutoFuzion shall not be liable to the Dealer unless a claim is brought by the Dealer against AutoFuzion within 1 month of the date of the cause, or first in the series of causes of related events, giving rise to the claim.
      9. Nothing in the Agreement shall exclude or restrict any liability AutoFuzion may have for death or personal injury caused by its negligence, for fraudulent misrepresentation and/or for any other liability which it is not permitted to exclude by law.
      10. The Dealer shall indemnify and keep AutoFuzion fully indemnified against all claims, costs, proceedings, demands, losses, damages, expenses (including legal costs on an indemnity basis) or liability whatsoever arising out of or in connection with any breach of the Agreement by the Dealer.
      11. The Dealer acknowledges and agrees that the exclusions and limitations of liability set out in these terms and conditions are reasonable in view of the fact that the Reports are comprised of Data supplied by third parties.
      12. AutoFuzion makes no representations whatsoever that it will or is in any position to reject, check, edit or amend the content of any Data submitted to AutoFuzion by the Dealer for publication so that it complies with laws or regulations which may be applicable including the National Credit Act 34 of 2005, Consumer Protection Act 68 of 2008 or any other statute, regulation or common law requirement applicable.
      13. As such, in the event of AutoFuzion publishing content which elicits a complaint or claim from any regulatory authority, third party or otherwise, the Dealer undertakes to take all steps as may be required to meet the requirements of the regulator and/or claimant to neutralise such complaint or claim against AutoFuzion.
      14. In the event of the Dealer not succeeding in satisfactorily resolving a complaint or claim as mentioned in 3.4.13 and AutoFuzion suffering any loss of whatsoever nature in consequence, the Dealer shall indemnify AutoFuzion for such loss to the fullest extent upon demand.
    1. The Dealer is solely responsible for and bound by any Data it provides to AutoFuzion,
    2. The Dealer warrants that it shall:
      1. use the Services solely for its own internal business purposes within the motor industry and shall not use AutoFuzion or the Data provided by AutoFuzion to the Dealer to provide a Service to any third party, including without limitation to provide Reports for any business other than the Dealer's business,
      2. obtain all the licenses, consents and permits necessary to allow it to upload the Data the Dealer submits to AutoFuzion including any stock information that the Dealer has obtained from third parties,
      3. ensure that any Data it provides to AutoFuzion is complete and accurate,
      4. use the Services strictly in accordance with these terms and conditions and with any other instructions given by AutoFuzion to the Dealer from time to time,
      5. not distribute, resell or otherwise make available any Data or Reports generated by the Services to any third party,
      6. not distribute, sell, rent, loan, lease, sub-license or otherwise deal in the Services,
      7. not alter, adapt, merge, copy, modify and/or translate AutoFuzion and/or the Services in any way for any purpose,
      8. not copy, reverse engineer, disassemble and/or decompile the Services except to the extent as may be permissible by law,
      9. not remove, alter and/or obscure any copyright and/or notices of proprietary rights and restrictions on or in the Services,
      10. not use the Services for any activity that infringes applicable laws and/or regulations,
      11. not incorporate and/or link AutoFuzion Services to any other services and/or products without AutoFuzion's prior written consent,
      12. ensure that adequate procedures are in place in accordance with best computing practice with regard to data security, anti-virus and firewall protection and back-up,
    3. The Dealer acknowledges that the Services include an application programme interface enabling the Dealer to upload its advertisement/s for utilization by third party sites thereby allowing third parties to take content from the Dealer's advertisements.
      1. AutoFuzion does not warrant that such third party sites will necessarily take content from the Dealer's advertisements as envisaged and in light of this, the Dealer accepts that AutoFuzion will not be liable for any third party failing to actually collect such content.
      2. The Dealer acknowledges and accepts that third party site content requirements may alter and vary from time to time.
      3. It is incumbent upon the Dealer to ensure that it makes its own arrangements by way of a service level agreement or otherwise with the aforesaid third party/ies to collect content bearing in mind that the Services go no further than providing the Dealer and hence third parties with the opportunity of collecting content.
      4. AutoFuzion reserves the right to determine what content is made available and in which format to third party sites.
    4. The Dealer shall immediately notify AutoFuzion if it becomes aware of any unauthorised use of the Services by any person.
    5. The Dealer indemnifies and shall keep AutoFuzion fully indemnified from and against any and all costs, losses, liabilities and expenses (including legal costs on an indemnity basis) arising from any claim relating to or resulting directly or indirectly from any breach of the warranties given by the Dealer.
    6. This agreement is limited to a single Showroom per Dealer and Dealers will be required to enter into a separate Services agreement for each Showroom.
    7. Third party Data: To the extent that any third-party database, material or information (collectively the "Third Party Providers") is provided to you through the Services:
      1. You agree not to, nor allow others to, directly or indirectly (i) disassemble, decompile, reverse engineer or otherwise modify or alter, enhance, or customize any Third Party Provider information or Data, or any Third Party Provider databases (as defined herein) (i.e. either by addition, deletion, augmentation, change or otherwise), (ii) copy or reproduce in any form or medium all or any part of any Third Party Provider database; (iii) create any derivative work from, or adaptation of a Third Party Provider database; (iv) assign, transfer, market, lease, license, sell or otherwise publish, communicate, distribute, or display to outside parties or utilize in any form or medium all or any part of the Third Party Provider databases; (v) create any vehicle valuation guides, directories or Services, in whole or part on the Data from any Third Party Provider database; (vi) download a Third Party Provider database to PCs or any other computer or electronic device, or store any part of a Third Party Provider database in a retrieval system; (vii) establish a network for use of a Third Party Provider database, or provide database Services to any outside party, or (viii) transmit, in any form, or by any means, electronic, mechanical, photocopying, recording, or otherwise, in whole or in part, any Third Party Provider database, or information or Data received from a Third Party Provider.
      2. You agree that the Third Party Providers own all rights, title and interest in and to their respective databases including but not limited to all literary property rights, copyrights, trademarks, trade secrets, trade names, Service marks, and logos, including all associated goodwill, and all rights and title and that all rights, title and interest shall remain with the Third Party Providers and use of the databases by you or any information therein by any person or firm other than yours or its employee (on a need to know basis) is prohibited by the Third Party Providers. You shall keep confidential the Third Party Provider databases or any information therein and use your best efforts to prevent and protect the contents of the databases from unauthorized disclosure, copying or use.
      3. Although the Third Party Providers may compile the databases referenced by this website or Service, neither the Third Party Providers nor AutoFuzion warrant the databases or the contents therein. The databases and any information contained therein are provided 'as is' and the Third Party Providers and AutoFuzion make no other warranty, express or implied, including but not limited to:
        1. The accuracy of the data from which the databases are compiled,
        2. That the databases are free from errors and omissions,
        3. The merchantability and fitness of the databases for a particular purpose or use,
        4. Performance or results obtained by using the databases through the website or any Service.
      4. Under no circumstances shall the Third Party Providers or Autofuzion be liable for any special, direct, indirect, incidental or consequential damages of any kind including, without limitation, damages for loss of goodwill, work stoppage, and all other commercial damages or losses in connection with the databases.
    8. The Dealer acknowledges and records that the provisions of the National Credit Act No. 34 of 2005 and Consumer Protection Act No. 68 of 2008 are not applicable as between itself and AutoFuzion in cases where the Dealer's annual income exceeds the threshold amount stipulated in the Regulations to each of the aforesaid Acts.
    1. The Services are provided on a pre-payment basis using the payment methods provided for on the Website. Any Dealer purchasing the Services from AutoFuzion shall effect payment for the Services as provided for, failing which AutoFuzion may prevent use of or may suspend the Services to the Dealer.
    2. All sums due to AutoFuzion will be made without any set-off, deduction, counterclaim and/or other withholding of monies. The existence of a query on an individual item in an account shall not affect the due date of payment of the remaining balance in an account.
    1. Apart from the exchange of Data and Reports that AutoFuzion might provide to the Dealer on the terms and conditions provided for elsewhere herein, which Data and Reports is already subject to protection on the terms herein, the parties acknowledge that other information will or is likely to be exchanged between themselves during the course of their intended commercial dealings.
    2. Where such information is of a confidential nature, each party agrees that same will not be disclosed or divulged to any third party/ies without the other party's prior written consent for any reason whatsoever.
    1. This agreement and all transactions between AutoFuzion and the Dealer shall be governed by and decided upon in accordance with the laws of the Republic of South Africa.
    2. A certificate issued by a director of AutoFuzion, that purports to certify the sum of any indebtedness of the Dealer to AutoFuzion, provision of the Services to the Dealer or any other fact shall constitute prima facie proof of such indebtedness or provision of Services or any other fact.
    3. In the event of there being any dispute or difference between the parties arising out of these terms and conditions, the said dispute or difference shall on written demand by either party be submitted to arbitration in Johannesburg in accordance with the Arbitration Foundation of Southern Africa ("AFSA") rules, which arbitration shall be administered by AFSA.

    If the Dealer breaches any provision of these terms and conditions, or fails to pay any amount on due date, or suffers any civil judgment being taken or entered against it, or commits an act of insolvency, or is placed under sequestration, liquidation or judicial management (whether provisional or final, voluntary or compulsory), or makes or attempts to make any general offer of compromise with any of its creditors or sells its business or changes the structure of its ownership, AutoFuzion shall, without prejudice to any other remedies that it has available to it, be entitled to:-
    1. suspend or cease performance of its obligations to the Dealer until the Dealer's breach has been remedied; and/or
    2. summarily cancel the supply of Services to the Dealer; and/or
    3. summarily cancel this agreement or claim specific performance of all of the Dealer's obligations whether or not such obligations have fallen due for performance,
    in all events without prejudice to AutoFuzion's right to claim damages.
    1. This agreement constitutes the entire agreement between the parties relating to the subject matter hereof. No party shall be entitled to rely upon any term, warranty, guarantee, condition or representation, unless it is contained herein. The Dealer acknowledges that it is aware that AutoFuzion's sales persons have no authority to vary these terms and conditions and AutoFuzion assumes no liability and shall not be bound by any statements, warranties or representations made by such sales persons save as expressly stated in writing and signed by a Director of AutoFuzion.
    2. No indulgence or extension of time which either party may grant to the other shall constitute a waiver of, whether by estoppel or otherwise nor limit any of the existing or future rights of the grantor hereof, save and in the event and to the extent that the grantor has signed a written document expressly waiving or limiting such right.
    3. Without prejudice to any other provision of these terms and conditions, any successor in title, including any executor, heir, liquidator, judicial manager, curator or trustee of any party, shall be bound by the agreement.
    4. Each provision of this agreement is severable, the one from the other. If any provision is found to be defective, unlawful or unenforceable for any reason, the remaining provisions shall continue to be of full force and effect.
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