GRANDIFLORA BRIDAL - TERMS & CONDITIONS

1.DEFINITIONS:

“Agreement” means any agreement concluded between Grandiflora Bridal and the user in the acquisition of services or products herein

“The Website” means www.grandiflora.co.za

“Grandiflora Bridal” means The Flower Cup (Pty) Ltd t/a Grandiflora Bridal , Reg No 2018/623169/07and owner of the website

“User” means you the individual/legal entity accessing the site with the aim to make use of Grandiflora Bridals services or products;

“The services/products” means any duty or action performed or product delivered for the user at the latters special instance and request at an agreed price.

“PARTIES” means the parties to this AGREEMENT, being Grandiflora Bridal, the, the seller or service provider and the User “PARTY” will mean any one of them, as the context may require

“Privacy policy” means the policy that protect the parties privacy relating to the personal information gathered by Grandiflora Bridals from the user and described in a document attached hereto as annexure “A”

2.ENTERING THE WEBSITE:

2.1 The User acknowledges that by entering the Website that:

2.1.1 it has the authority to enter into any agreement with Grandiflora Bridal;

2.1.2 it agrees that it will use the site for lawful actions and do everything possible not to cause any risk to Grandiflora Bridal and may from time to time, we may restrict access to some or all parts of the Site at our discretion and for any reason or no reason. We may also terminate your access to the Site at any time and for any reason at our sole discretion.

2.1.3 it agrees that Grandiflora Bridals subject to this terms and Conditions grants the user a limited, revocable, non-transferable and non-exclusive license to access and use the Site by displaying it on the users internet browser only for the purpose of learning about Grandiflora Bridal and the services/products it renders, communicating with Grandiflora Bridal, or for general informational purpose.

2.1.4 unless agreed to in writing by Grandiflora Bridal, the user may not reproduce, transmit, modify, display, disassemble, sell or lease or distribute or otherwise exploit the services.

2.1.5 it will not upload, publish and provide any information on the Website or material that:

2.1.5.1 includes any bugs, logic bombs, viruses, worms, trap doors, Trojan horses or other code, material or properties which are malicious or technologically harmful.

2.1.5.2 violates or infringes the copyrights, patents, trademarks, service marks, trade secrets, or other proprietary rights of any person.

2.1.5.3 is uploaded, distributed, published or posted without Grandiflora Bridal’s express written permission or approval.

2.1.5.4 is contra boni mores (against the good moral vibre of the community)and any other unlawful act

2.1.6 it may contain links to third-party sites or other service providers that we have no controll of own. Any referrals to such a party should not be considered as an endorsement, recommendation or sponsorship of the services or products of such a party.

2.1.7 it acknowledges that Grandiflora Bridal makes no warranties or representations about the the accuracy, completeness or status of service or products or any timelines associated with any third parties services/products other than those stated by us on our Website.

2.2 the User agrees that:

2.2.1 No refunds will apply when any product or service are sold;

2.2.2 all sizes indicted on the website are based on South African sizes;

2.2.3 all data and information communicated to or from the Website remain and shall be the sole property of the provider;

3.FORCE MAJEURE

3.1 A Party shall not be liable for a failure or delay to perform any of its obligations in terms of this Agreement in so far as it is able to prove that such failure or delay to perform is attributable to a Force Majeure event and provided that further that a written notice shall within 48 hours (forty eight) hours of the occurrence constituting Force Majeure be given of any such inability to perform by the affected Party.

3.2 A failure or delay by a Party to perform any of the obligations in terms of this Agreement shall constitute a Force Majeure event where:

3.2.1 such failure or delay is due to an impediment beyond a Party's reasonable control;

3.2.2 a Party could not reasonably have been expected to have taken such impediment and its effects upon such Party's ability to perform into account at the time of conclusion of this Agreement; and

3.2.3 a Party could not reasonably have avoided or overcome the impediment or at least its effects.

3.3 For purposes of this clause, the following events (which list is not exhaustive) shall be deemed to be impediments beyond the control of each of a Party, namely:

3.3.1 war, whether declared or not, civil war, civil violence, riots and revolutions, acts of piracy, acts of sabotage; discontinuation of electricity supply through no fault of a Party;

3.3.2 disasters such as violent storms, cyclones, earthquakes, floods, destruction by lightning, pandemic, epidemic, mandatory quarantine, acts of the government and declaration of national disaster;

3.3.3 acts of authority, whether lawful or unlawful, apart from acts for which the Party seeking relief has assumed risk; and

3.3.4 acts and omissions of any other electronic communications provider or any utility provider, including but not limited to electricity 'load-shedding' activities.

3.4 Relief from liability for non-performance by reason of the provisions of this clause shall commence on the date on which the Party seeking relief gives notice of the impediment relied upon and shall terminate upon the date on which such impediment ceases to exist, provided that if the impediment continues for a period of more than sixty (60) consecutive calendar days, the other Party shall be entitled to terminate those Services affected by such event by written notice to the Party seeking relief.

3.5 The Parties shall, to the extent possible, consider an accelerated process to render the outstanding but interrupted obligations within the current duration of the Agreement and the Contract Term.

3.6 Grandiflora Bridal shall however endeavour to continue to perform its obligations under the Agreement so far as reasonably practicable.

4.LIMITATION OF LIABILITY

4.1 The Parties agree that any liability to the other Party for Losses hereunder shall be limited to direct damages.

4.2 Without in any way limiting or derogating from the provisions of this clause, the Parties agree that the total amount of either Party's liability arising out of the performance of its obligations under this Agreement and whether in contract, delict, breach of statutory duty or otherwise, shall be limited to the direct damages by the user under this Agreement for the Services giving rise to the herein.

4.3 Notwithstanding anything to the contrary in this Agreement, the Parties agree that they shall not under any circumstances, unless prohibited by law, be liable to one another for any Losses which are regarded in law as indirect, special, incidental, consequential, punitive or exemplary damages and which damages arise out of or in connection with this Agreement.

4.4 Without limiting the provisions of this clause in any way, Grandiflora Bridal shall not be liable to the user for:

4.4.1 the failure of Grandiflora Bridal to supply and/or deliver any Services and/or product on a specified date unless such date has been agreed to in writing and such failure is solely attributable to Grandiflora Bridal.

4.4.2 the interruption, suspension or termination of the Services for reasons falling within the ambit of the clause above (Force Majeure); and/or

4.4.3 any costs arising from unauthorised access to and/or use of any services/products; and/or

4.5 Nothing contained in this clause shall limit the Customer's liability in respect of Charges incurred for Services or the costs associated with the product.

5. MEDIATION AND ARBITRATION

5.1 Separate, divisible agreement

This clause is a separate, divisible agreement from the rest of this AGREEMENT and will:

5.1.1 not be or become void, voidable or unenforceable by reason only of any alleged misrepresentation, mistake, duress, undue influence, impossibility (initial or supervening), illegality, immorality, absence of consensus, lack of authority or other cause relating in substance to the rest of the AGREEMENT and not to this clause. The PARTIES intend that any such issue will at all times be and remain subject to arbitration in terms of this clause; and

5.1.2 remain in effect even if the AGREEMENT terminates or is cancelled.

5.2 Disputes subject to mediation and arbitration

5.2.1 Save as may be expressly provided for elsewhere in this AGREEMENT for the resolution of particular disputes, any other dispute arising out of, or in connection with, this AGREEMENT or the subject matter of this AGREEMENT, including without limitation, any dispute concerning:

5.2.1.1 the existence of the AGREEMENT apart from this clause;

5.2.1.2 the interpretation and effect of the AGREEMENT;

5.2.1.3 the PARTIES' respective rights or obligations under the AGREEMENT;

5.2.1.4 the rectification of the AGREEMENT;

5.2.1.5 the breach, termination or cancellation of the AGREEMENT or any matter arising out of such breach, termination or cancellation; and/or

5.2.1.6 damages arising in delict, compensation for unjust enrichment or any other claim, whether or not the rest of the AGREEMENT apart from this clause is valid and enforceable,

will be referred to mediation as set out in this clause.

5.2.2 A dispute within the meaning of this clause exists once one PARTY notifies the other PARTY in writing (“NOTIFICATION”) of the nature of the dispute and requires the resolution of the dispute in terms of this clause.

5.3 Mediation

5.3.1 The PARTIES must first seek an amicable resolution between the PARTIES’ or their representatives by means of mediation. In the event of the mediation not resulting in an agreement signed by the PARTIES and thereby resolving the dispute within 15 (fifteen) BUSINESS DAYS of the NOTIFICATION, the PARTIES must refer the dispute for resolution by way of arbitration in accordance with the then current rules of the Arbitration Foundation of South Africa, or its successor in title (“AFSA”).

5.3.2 The mediation will be held in Johannesburg and the PARTIES may agree on the mediation procedure and the mediator, and failing such agreement, the mediator will be appointed on their behalf by the AFSA.

5.3.3 The PARTIES agree that:

5.3.3.1 the periods for negotiation may be shortened or lengthened by written agreement between the PARTIES;

5.3.3.2 the PARTIES will participate in good faith in the mediation;

5.3.3.3 the PARTIES will share equally in the costs and expenses of the mediation, such costs not including costs or expenses incurred by a PARTY for an expert opinion in connection with the mediation;

5.3.3.4 an expert may be appointed by any PARTY on the condition that any PARTY appointing an expert must give sufficient notice to the other PARTIES to allow them to appoint their own expert; and

5.3.3.5 copies of any expert opinion must be provided to the mediator and all other PARTIES before the mediation process begins.

5.3.4 The PARTIES acknowledge and agree that:

5.3.4.1 all mediation proceedings, communications, statements and offers, whether oral or written, made in the course of the mediation by any of the PARTIES or their respective agents, employees, experts and attorneys, are confidential and inadmissible in any arbitration or other legal proceeding involving the PARTIES, provided, however, that evidence which is otherwise admissible or discoverable for the purposes of arbitration will not be rendered inadmissible or non-discoverable as a result of its use for arbitration; and

5.3.4.2 any and all agreements reached during the course of mediation and reduced to writing and signed by the PARTIES will be binding upon all the PARTIES (save for any manifest error).

5.4 Arbitration

5.4.1 Mediation is a precondition to having the dispute resolved by way of arbitration.

5.4.2 If the mediation envisaged fails within the timeframe contemplated in clause 5.3.1, any PARTY to the mediation may refer the matter to arbitration as contemplated in the clauses below.

5.4.3 The arbitration will be governed by the Arbitration Act, 42 of 1965, or any replacement Act.

5.4.4 Each PARTY agrees that the arbitration will be commercial arbitration in accordance with the then current rules of commercial arbitration of AFSA.

5.4.5 The PARTIES agree to participate in good faith in the arbitration.

5.4.6 The arbitration will be held in Johannesburg and the PARTIES will endeavour to ensure that it is completed within 90 (ninety) days after notice requiring the claim to be referred to arbitration is given.

5.4.7 The PARTIES will agree on the arbitrator who will be an attorney or advocate on the panel of arbitrators of AFSA. If agreement is not reached within 10 (ten) BUSINESS DAYS after any PARTY calls in writing for such agreement, the arbitrator will be an attorney or advocate nominated by the Registrar of AFSA for the time being.

5.4.8 The request to nominate an arbitrator will be in writing outlining the claim and any counterclaim of which the PARTY concerned is aware and, if desired, suggesting suitable nominees for appointment as arbitrator, and a copy will be furnished to the other PARTIES who may, within 7 (seven) days, submit written comments on the request to the addressee of the request with a copy to the first PARTY.

5.4.9 The arbitrator will be entitled to:

5.4.9.1 investigate any matter, fact or thing which he considers necessary or desirable in connection with the dispute;

5.4.9.2 interview and question under oath representatives of either of the PARTIES;

5.4.9.3 make such award, including an award for specific performance, damages, and penalty and/or otherwise as he/she in his discretion may deem fit and appropriate;

5.4.9.4 make a ruling on the costs of arbitration.

5.4.10 The arbitrator need not strictly observe the principles of law and may decide the matters submitted to him according to what he considers equitable in the circumstances.

5.4.11 The decision of the arbitrator will be final and binding on the PARTIES to the dispute (save for any manifest error) and may be made an order of a competent court at the instance of any of the PARTIES to the dispute.

5.5 General

5.5.1 Nothing contained in this clause will prohibit a PARTY from approaching any court of competent jurisdiction for urgent interim relief pending determination of the dispute by arbitration.

13.5.2 The PARTIES agree that NOTIFICATION in terms of this clause will be deemed to be the required legal process to interrupt prescription in terms of the Prescription Act, 68 of 1969.

13.5.3 Any mediation and/or arbitration in terms of this clause (including any appeal proceedings) will be conducted in camera and all PARTIES will treat as confidential details of the dispute or difference submitted to arbitration, the conduct of the arbitration proceedings and the outcome of the arbitration.

6. MISCELLANEOUS MATTERS

6.1 Address for service of legal documents

6.1.1 The PARTIES choose the following physical addresses for all purposes under this AGREEMENT and as addresses where all notices or other documents or communications of whatsoever nature may be served (i.e. their domicilia citandi et executandi):

6.1.1.1 Grandiflora Bridal – Multiflora Building, Cnr Fig Place &, Vickers Roadd, City Deep, Johannesburg, 2001; and

Email: online@grandiflora.co.za

6.1.1.2 User: the physical address and e-mail address provided by the user herein;

6.1.2 The PARTIES will be entitled to change any of the above domicilium details by written notification to the other PARTIES, provided that any change of a physical domicilium address must be to another physical address within the RSA.

6.1.3 All notices, demands and all communications intended for any PARTY will be made or given at such PARTY’S domicilium at the time and:

6.1.3.1 if forwarded by pre-paid registered post, will be deemed to have been made, given and received on the 10^th (tenth) BUSINESS DAY after the date of posting;

6.1.3.2 if delivered by hand during normal business hours, will be deemed to have been made, given and received at the time of such delivery; and

6.1.3.3 if sent by e-mail, will be deemed to have been made, given and received on the date of successful sending thereof.

6.1.4 Notwithstanding anything to the contrary herein contained, a written notice actually received by a PARTY will be adequate written notice to it, notwithstanding that it was not delivered as envisaged herein.

6.2 Entire agreement

This AGREEMENT contains all the express provisions agreed on by the PARTIES with regard to the subject matter of the AGREEMENT and supersedes and novates in its entirety any previous understandings or agreements between the PARTIES in respect thereof, and the PARTIES waive the right to rely on any alleged provision not expressly contained in this AGREEMENT.

6.3 No representations

A PARTY may not rely on any representation which allegedly induced that PARTY to enter into this AGREEMENT, unless the representation is recorded in this AGREEMENT.

6.4 Variation, cancellation and waiver

No contract varying, adding to, deleting from or cancelling this AGREEMENT, and no waiver of any right under this AGREEMENT, will be effective unless reduced to writing and signed by or on behalf of the PARTIES either physically or by way of electronically authenticated signature in compliance with the Electronic Communications and Transactions Act, 25 of 2002 (as amended).

6.5 Indulgences

The granting of any indulgence, extension of time or relaxation of any provision by a PARTY under this AGREEMENT will not constitute a waiver of any right by the grantor or prevent or adversely affect the exercise by the grantor of any existing or future right of the grantor.

6.6 Cession and delegation

No PARTY may cede, assign or delegate any or all of that PARTY'S rights or obligations under this AGREEMENT without the prior written consent of the other PARTIES.

6.7 Applicable law

This AGREEMENT is to be governed, interpreted and implemented in accordance with the laws of the RSA.

6.8 Jurisdiction of South African courts

Subject to this clause, the PARTIES consent to the non-exclusive jurisdiction of the High Court of South Africa, Gauteng Local Division, Johannesburg (or its successor) for any proceedings arising out of or in connection with this AGREEMENT.

6.9 Costs

Each PARTY will bear that PARTY’S own legal costs and disbursements of and incidental to the negotiation, preparation, settling, signing and implementation of this AGREEMENT.

6.10 Signature in counterparts

This AGREEMENT may be executed in counterparts, each of which will be deemed to be an original and which together will constitute one and the same agreement.

6.11 Independent advice

Each of the PARTIES hereby respectively agrees and acknowledges that:

14.11.1 it has been free to secure independent legal advice as to the nature and effect of each provision of this AGREEMENT and that it has either taken such independent legal advice or has dispensed with the necessity of doing so; and

14.11.2 each provision of this AGREEMENT is fair and reasonable in all the circumstances and is part of the overall intention of the PARTIES in connection with this AGREEMENT.

6.12 Good faith

This AGREEMENT and the performance thereof is subject to the same level of good faith that would apply as between partners (even though the PARTIES are not in a partnership relationship) and the PARTIES will at all times act in good faith towards each other and will not bring any of the other PARTIES into disrepute.

6.13 Co-operation

The PARTIES undertake at all times to do all such things, perform all such acts and take all such steps, and to procure the doing of all such things, within its power and control, as may be open to it and necessary for and incidental to the putting into effect or maintenance of the terms, conditions and import of this AGREEMENT.

6.14 Successors in title

This AGREEMENT will be binding on the respective successors in title and permitted assigns of each PARTY. Accordingly, the rights and obligations of each PARTY arising out of this AGREEMENT will devolve upon its heirs, legal and personal representatives, successors in title and permitted assigns.