(“SMILE PROPERTY”, “We”, “Our”, or “Us”). These Terms of Services (the “Terms”, “TOS”, or “Agreement”) are a contract between Us and You (“You” or “Your”) and govern Your use of Our App, website and all of the Services We offer. As such, please read these Terms carefully.

Your use of our app and website (“App”), toolbars, widgets, applications, or distribution channels from which We may operate, and Your use of any of Our Services (including without limitation the software, programs, code, technology, offerings, tools, plug-ins, components, upgrades, updates and all related applications, available now or in the future, collectively Our “Services”), whether such Services are accessed through the App or via another point of access to Our Services, are subject to and conditioned upon Your assent to and compliance with these Terms. Portions of the Services may be subject to other entity’s terms and conditions, and Your use of such entity’s services is subject to and conditioned upon Your acceptance of such additional terms and conditions.

BY ACCESSING THE APP AND/OR USING THE SERVICES, YOU CONFIRM AND ACKNOWLEDGE (1) THAT YOU HAVE READ THIS AGREEMENT, (2) THAT YOU UNDERSTAND ITS CONTENT, AND (3) THAT YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. THE AGREEMENT IS BETWEEN YOU AND SMILE PROPERTY (PTY) LTD.

If You do not agree to be bound by the terms and conditions of this Agreement, do not use or access the App or use any of the Services. Use of Our App or Services is void where prohibited.

From time to time, We may amend this Agreement, in our sole discretion, by posting updated versions on our website/app or by notifying You by other means. All such modifications to the Agreement shall become effective upon the posting of the revised Agreement or by Your receipt of notification of a change to the Agreement. If You do not agree to the new or different terms, You should not use or access the App or the Services.

We provide various services for Our users, including food ordering via the App for delivery or pickup. You may use the Services for Your personal use, commercial use or internal business use in the organization that You represent, so long as You are in compliance with all provisions of this Agreement.

In connection with Your use of the App or the Services, You may be made aware of services, products, offers and promotions provided by third parties. If You decide to use such third-party services, You are responsible for reviewing and understanding the terms and conditions governing such third-party services, and acknowledge that the third party is responsible for the performance of such services.

In providing the Services, We obtain and rely on certain information from third parties and third-party software and applications. We cannot guarantee the accuracy or completeness of such data.

It is Your obligation to ensure that You fully comply with all applicable laws, regulations and directives with regard to the use of the App and the Services. For the avoidance of doubt, the ability to access Our App or the Services does not necessarily mean that Your use thereto are legal under relevant laws, regulations and directives.

Unless SMILE PROPERTY specifically agrees in writing, Customer will not:
(a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code (except to the extent such restriction is expressly prohibited by applicable law);
(b) sublicense, transfer, or distribute any of the Services;
(c) sell, resell, or otherwise make the Services available as a commercial offering to a third party; or
(d) access or use the Services
(i) in a manner intended to avoid defraud authorities;
(ii) on behalf of or for the benefit of any entity or person who is legally prohibited from using the Services.

We agree to use all reasonable steps to provide the Services to you on a continuous basis, for the duration of the Agreement. Although we use reasonable care and diligence to ensure that the Services are available, accurate, complete, correct, error-free, secure, up to date and reliable, the Services are rendered “as is” and “as available” and are used at your own discretion and risk.

We do not own nor do We claim ownership of the content submitted to be included in and/or displayed on our App or included/displayed in any other Service (“Content”). Content includes, but is not limited to: information, data, text, photographs, graphics, video, messages, goods, products, services or other materials included on Our App via the Service. This Content is not our Content and as such, You are responsible for all of the Content that You read, upload, post, transmit or otherwise make available via Our Services. We do not control the Content You read or post via Our Services.

You are responsible for any Content that may be lost or unrecoverable through use of the Services. You are encouraged to archive Your Content regularly and frequently.

Our Services allow Us to import or link certain Content hosted on third-party websites into the Services. This Content isn’t owned by Us, and thus if it is no longer available or accessible to a user, then those portions of the links that reference such Content will not work.

The Services provide You the ability to embed images, animations, videos, audio, and other Content owned or provided by You or other third parties into the Services. The use of such third party Content shall be subject to the compliance with the provisions of these Terms and if applicable, the terms of use/end user license agreement of the third party owning or providing the Content. SMILE PROPERTY does not warrant that the content embedded in Our App, either generated via automatic import, or placed manually by You, is licensed for use in Your jurisdiction. You are responsible for ensuring You have the appropriate license, or meet Fair Use requirements, or other laws and rights in Your jurisdiction, for any content that may have a trademark or copyright.

Through Our Services, We may provide certain Content that is subject to proprietary rights of third parties. SMILE PROPERTY shall have the right, at any time, at its sole and exclusive discretion to remove such Content from the Services and/or disable access to such Content.

You shall not use any image:

• except solely as incorporated into your company or personal profile
• together with pornographic, defamatory, or unlawful content or in such a manner that it infringes upon any third party’s trademark or intellectual property rights
• portraying any person depicted therein (a “Model”) in a way that a reasonable person would find offensive, including but not limited to:
  • in connection with pornography, “adult videos”, adult entertainment venues, escort services, dating services, or the like
  • in connection with the advertisement or promotion of tobacco products
  • as endorsing a political party, candidate, elected official, or opinion
  • as suffering from, or medicating for, a physical or mental ailment
  • engaging in immoral or criminal activities
  
  
• as a trademark, service mark, or logo

By using the Services, You may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will We be liable for Your Content or the Content of any third party, including, but not limited to, for any errors or omissions in Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, transmitted or otherwise made available via the Service.

You acknowledge that We do not pre-screen Content, but that We shall have the right (but not the obligation) to refuse, move or delete any Content that is available via the Service. We shall also have the right to remove any Content that violates these Terms or is otherwise objectionable in Our sole discretion. You bear all risks associated with the use of any Content.

You acknowledge and agree that We may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to:

• comply with legal process
• enforce these Terms
• respond to claims that any Content violates the rights of third parties
• protect Our rights, property, or personal safety and those of Our users and the public

SMILE PROPERTY SHALL HAVE THE RIGHT TO DISABLE ACCESS TO ANY CONTENT AND/OR DELETE IT OR USER ACCOUNT AT ITS SOLE AND EXCLUSIVE DISCRETION, WITH NO LIABILITY TO US, AND YOU SHALL NOT BE ENTITLED TO ANY REIMBURSEMENT OF ANY AMOUNT PAID BY YOU.

Some functions of the Services require registration, and as part of the process You will be requested to provide certain information, including among others: Your name, email address, mobile number, company name, field of business and website URL etc. (“Registration Data”). By using the Services, You agree to:

• Provide true, accurate, current and complete Registration Data as prompted by the registration process
• Maintain and promptly update the Registration Data to keep it accurate, current and complete
• Maintain the security and confidentiality of Your password and any other security or access information used by You to access the App or Services
• Ensure that You log out of the Services at the end of each session using the Services
• Refrain from transferring Your user account on the Services to any other party without Our prior written consent
• Refrain from impersonating any person or entity or misrepresent Your identity or affiliation with any person or entity
• Immediately notify Us in writing if You become aware of any loss, theft or use by any other person or entity of any of Your Registration Data

You represent that any communications and all other activities through use of Your Registration Data were sent or authorized by You, and You agree and understand that You are fully responsible for all activities that occur under Your Registration Data.

We may, in Our sole discretion and without notice or liability to You or any third party, immediately suspend or terminate Your account and refuse any and all current or future access to and use of the Services (or any portion thereof). Grounds for such termination may include, but are not limited to:

• extended periods of inactivity
• loss, theft or unauthorized use of Your Registration Data
• violation of the letter or spirit of this Agreement
• providing inappropriate or offensive content or Registration Data
• reasonable suspicion of inaccurate or incomplete Registration Data

You declare that by providing Your Registration Data to Us, You hereby consent to, Us sending, and You receiving, by means of telephone, SMS or e-mail, communications containing content of a commercial nature relating to Your use of the Site, the Services and related services, including further information and offers from Us or Our Partners that We believe You may find useful or interesting. You acknowledge that We do not have to obtain Your prior consent before sending such communications, provided that We shall immediately cease to send any such further communications should You notify Us in writing that You do not wish to receive such commercial content anymore.

By using the Services, You agree to pay all associated fees where applicable. In order to ensure that you do not experience any interruption or loss of services due to the lapse of any particular subscription period, the Services that operate with automatic renewal, on a recurring-fees basis (except where explicitly stated otherwise). Accordingly, where applicable, SMILE PROPERTY will attempt to automatically renew the applicable Services for a renewal period equal in time to the original subscription period for such Service, and automatically charge you the applicable fees using the payment method you have on file with SMILE PROPERTY. In a case where we do not have any payment on file, it is your responsibility to login to our App and pay for Services manually or update Your payment information.

SMILE PROPERTY reserves the right to establish the price for every Service We offer. We may change the price of any Service at any time, in Our sole discretion. We reserve the right to charge a price for a Service that was previous offered for free. If We decide to increase the price of Service for which You are subscribed, We will make every effort to communicate this pricing change to You. We do not need to notify You if We decide to raise the price of a Service for which You are not subscribed.

If and when participating in a free trial of a Service, You shall have the right to use the Service for the duration of the free trial without charge until the expiration date of the trial at which point Services shall still be available to you at normal current rates.

The Services, including without limitation payment processing, may be handled directly by Us or by third parties. Where a third party handles a payment, the payment is subject to the terms of use and privacy policy of such third party (including among others payment methods, tax liability, collection and use of Your personal information, and support levels). We recommend that You review the terms of use and privacy policy of such third parties before submitting any personal information and using such third parties’ services.

We have no knowledge of, nor interest in your content uploaded by You on our Website. We also do not contribute to or approve the content. Nothing that we do in the performance of our obligations must be seen as an assumption of responsibility or liability by Us as a result of any content. In particular, the limitation of liability contained in the Website Terms of Service will apply specifically to any loss, destruction, or corruption of your data, irrespective of the cause, including our negligence and any system error or failure, whether foreseen or unforeseen.

Invoices – SMILE PROPERTY will issue an electronic bill to Customer for all charges due per order based on (a) Food costs; (b) Delivery fee; and (c) any applicable fees. Customer will be responsible for the total order fees and will pay all Fees in the currency set forth in the invoice prior to the food order being placed with the Restaurant. If Customer elects to pay by credit card, debit card, or other form of payment, SMILE PROPERTY will charge (and Customer will pay) all Fees immediately on checkout. SMILE PROPERTY’s calculation of delivery charges is final. Payments made via bank transfer must include the bank information provided by SMILE PROPERTY.

Taxes – Customer is responsible for any Taxes, and Customer will pay SMILE PROPERTY for the Services without any reduction for Taxes. If SMILE PROPERTY is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer. If sales tax is applicable on the order, the sales tax is due on the total purchase price at the time of sale and must be invoiced and collected at the time of the sale.

Invoice Disputes & Refunds – Any invoice disputes must be submitted to SMILE PROPERTY via the App. If the parties determine that certain billing inaccuracies are attributable to SMILE PROPERTY, SMILE PROPERTY will not issue a corrected invoice, but will instead issue a credit memo specifying the incorrect amount in the affected invoice. To the fullest extent permitted by law, Customer waives all claims relating to Fees unless claimed within 30 days after charged (this does not affect any Customer rights with its credit card issuer). Refunds (if any) are at the discretion of SMILE PROPERTY and will only be in the form of credit for the Services. Nothing in this Agreement obligates SMILE PROPERTY to extend credit to any party.

We will endeavour to make Our notification system reliable; Do our best to support the setup and configuration; and not be held responsible if there is any incompatibility between Our App and any other third party device or application.

In addition to these Terms, Your use of Our Website and the Services is also subject to Our Privacy Policy which informs You of Our policies and procedures regarding the collection, use and disclosure of information We receive when You visit Our App and use any part of Our Services. By using or accessing the App and the Services, You also consent to the collection and use of information as described in Our Privacy Policy, as may be amended by Us from time to time. Our Privacy Policy is hereby incorporated by reference into this Agreement, and Your consent to these Terms shall be deemed Your consent to Our Privacy Policy.

You acknowledge that Our App and the Services, including without limitation the Software, the trademarks, service marks and logos contained on the App (“Marks”), are protected by copyrights, trademarks, service marks, patents or other proprietary rights, both with respect to individual content and as a collective work or compilation, pursuant to laws and international conventions. Any rights to the App and the Services, and all Our Content contained therein, are reserved by Us and Our licensors or partners.

You acknowledge that Our Content is protected by copyrights, trademarks, service marks, patents or other proprietary rights, both with respect to individual Content and as a collective work or compilation, pursuant to laws and international conventions. Any rights to Our Content, the App and the Services not expressly granted herein are reserved.

You are solely responsible for Your interaction with other users of the Services and other parties with whom You come in contact through Your and their use of Our App or the Services. We reserve the right, but have no obligation, to monitor and/or manage disputes between You and other users of the Services. If You have a dispute with one or more users of the App or the Services, You release Us (and Our officers, directors, agents, subsidiaries, joint ventures, partners, suppliers and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

The App contains links and references to websites belonging to other entities. We may, from time to time, at Our sole discretion, add or remove links to other entity’s websites. These links are provided solely as a convenience to You, and access to any such websites is at Your own risk. We encourage You to be aware when You leave the Site, and to read the terms and conditions and privacy policy of each other entity’s website that You visit. We do not review, approve, monitor, endorse, warrant, or make any representations with respect to such websites. In no event shall SMILE PROPERTY be responsible for the information contained in such websites, their practices or for Your use of or inability to use such websites, or transmissions received from such websites. You expressly relieve Us from any and all liability arising from Your use of any third-party website.

Subject to the terms of this Agreement and so long as this Agreement is not terminated, We grant to You a nonexclusive, non-transferable, non-sublicensable right to display on Your website a link to the website homepage, as long as Your use is not misleading, illegal or defamatory, or Your website is not obscene, pornographic, inappropriate or illegal. You may display the logo only in the form and size provided to You. You may not use the logo in any way that suggests that We endorses or sponsors Your site, or that tarnishes, blurs or dilutes the quality of Our logo, trademarks or any associated goodwill, including without limitation displaying the logo on any page that contains infringing, misleading or illegal content. All use of and goodwill associated with our logo shall inure to Our benefit.

The data related to Your visit of Our App and use of Our Services as well as any feedback you may provide to Us, including without limitation, images, words, ideas, knowledge, techniques, marketing plans, information, questions, answers, suggestions, emails comments, and the like shall be considered non-confidential nor of a proprietary nature. In providing this material, You authorize Us to use it and any images, developments or derivatives thereof, according to Our needs as determined in Our sole discretion, including for public relations and promotion of the App and the Services in the online and offline media, and all without requirement of any additional permission from You or the payment of any compensation to You. You also agree that

• (i) by submitting unsolicited ideas to Us or any of Our or representatives, You automatically forfeit Your right to any intellectual property rights in these ideas; and
• (ii) unsolicited ideas submitted to Us or any of Our employees or representatives automatically become the property of SMILE PROPERTY. You hereby assign and agree to assign all rights, title and interest You have in such feedback and ideas to SMILE PROPERTY together with all intellectual property rights therein.

SMILE PROPERTY’S CONTENT, APP AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

WITHOUT LIMITING THE ABOVE, (I) WE MAKE NO WARRANTY THAT THE APP, SERVICES OR THE CONTENT WILL MEET YOUR REQUIREMENTS, OR WILL BE UNINTERRUPTED, CONTINUOUS, TIMELY, SECURE, ACCURATE, CORRECT, COMPLETE OR AVAILABILE; (II) WE DO NO ENDORSE OR APPROVE ANY CONTENT PROVIDED BY ANY PARTY OTHER THAN US AND DISCLAIM ALL LIABILITY WHATSOEVER THERETO; AND (III) WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THIS APP, THE SERVICES OR THE CONTENT IN TERMS OF ITS CORRECTNESS, COMPLETENESS, RESULTS, AVAILABILITY, ACCURACY, RELIABILITY OR OTHERWISE.

TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY INJURY, DEATH, ACT OF GOD, ACCIDENT, DELAY, DIRECT OR INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY
(I) USE OR THE INABILITY (FOR ANY REASON) TO USE ANY PART OF THIS APP OR THE SERVICES (INCLUDING WITHOUT LIMITATION INACCURACIES OR ERRORS OF INFORMATION AS A RESULT OF ACCESSING THIS APP OR THE SERVICES),
(II) ACTION OR INACTION IN CONNECTION WITH THIS AGREEMENT OR FOR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, OR
(III) STATEMENTS OR CONDUCT OF YOU OR ANY THIRD PARTY ON THIS APP OR YOUR APP OR WEBSITE, INCLUDING WITHOUT LIMITATION ANY SUBMISSIONS THEREON; IN EACH CASE, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE.

All of the above limitations shall apply notwithstanding any failure of essential purpose of any limited remedy and are fundamental elements of the bargain between Us and You. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or in connection with the App, the Services, the Content or the Agreement must be filed within thirty (30) days after such claim or cause of action arose or be forever barred.

In the event this limitation of liability shall be for any reason held unenforceable or inapplicable, You agree that Our aggregate liability shall not exceed amount paid by You to Us pursuant to this Agreement.

YOU RELEASE, AND AGREE, AT YOUR OWN EXPENSE, TO INDEMNIFY, DEFEND AND HOLD HARMLESS US, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES, FROM ALL CLAIMS, LIABILITIES, LOSS AND DAMAGES (OF EVERY KIND, WHETHER KNOWN OR UNKNOWN AND SUSPECTED OR UNSUSPECTED) RELATED TO IN ANY WAY TO: (I) YOUR USE OF, ACCESS TO OR RELIANCE ON THIS APP, THE SERVICES OR THE CONTENT, OR (II) YOUR VIOLATION OF ANY OF THE TERMS OF THIS AGREEMENT OR ANY APPLICABLE LAWS OR REGULATIONS.

We will provide You with written notice of such claim. You will not enter into any settlement or compromise of any such claim without Our prior written consent. We may assume the exclusive defense and control of any matter subject to indemnification by You. In all events, You shall cooperate fully in the defense of any claim.

When using our App, we make use of Google Maps for directions and distance calculation. We would like you to be aware of the following Google disclaimer:

“THIS SERVICE MAY CONTAIN POWERED BY GOOGLE. GOOGLE DISCLAIMS ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, NONINFRINGEMENT, OR ERROR-FREE OR UNINTERRUPTED USE OF THE SERVICES OR SOFTWARE;

The Services enable you to engage and/or access certain third party services and tools, including payment providers, currency convertors etc (collectively, “Third Party Services”). You acknowledge and agree that regardless of the manner in which such Third Party Services may be offered and/or accessed by you, SMILE PROPERTY merely acts as an intermediary platform between you and such Third Party Services, and SMILE PROPERTY does not in any way endorse any such Third Party Services, or shall be in any way responsible or liable with respect thereto. SMILE PROPERTY will not be a party to, or in any way be responsible for monitoring, any interaction or transaction between you and any Third party Services.

Any and all use of such Third Party Services shall be done solely at your own risk and responsibility, and may be subject to such legal terms which govern such Third Party Services, which you are encouraged to review before engaging with them. While we hope to avoid such instances, SMILE PROPERTY may, at any time and at its sole discretion, suspend, disable access to or remove from your account and/or the Services, any Third Party Services – whether or not incorporated with or made part of your account and/or App at such time – without any liability to you or to any end users.

YOU SHALL NOT USE THE SERVICES TO TRANSMIT, ROUTE, PROVIDE CONNECTIONS TO OR STORE ANY MATERIAL THAT INFRINGES COPYRIGHTED WORKS OR OTHERWISE VIOLATES OR PROMOTES THE VIOLATION OF THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. We have adopted and implemented a policy, stated below, that provides for the termination in appropriate circumstances of SMILE PROPERTY users who infringe or are believed to be infringing the rights of copyright holders:

If You believe that any material contained on this App infringes Your copyright, You should notify Our Designated Agent listed below by email with the following information:

Attention: Copyright Officer

Email: legal[at]SMILE PROPERTY.app

Your notice to Our Legal Department should be in English and contain the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright interest that is allegedly infringed; (b) a description of such copyrighted work(s) and an identification of what material in such work(s) is claimed to be infringed; (c) a description of the exact name of the infringing work and the location of the infringing work on the Services; (d) information sufficient to permit Us to contact You, such as Your physical address, telephone number and e-mail address; (e) a statement by You that You have a good faith belief that the use of the material identified in the manner complained of is not authorized by the copyright owner, its agent, or the law; (f) a statement by You that the information in the notification is accurate and, under penalty of perjury that You are authorized to act on the copyright owner’s behalf.

Our Copyright Agent will only respond to any claims involving alleged copyright infringement. Notwithstanding this section, We reserve the right at any time and in Our sole discretion, to remove content which in Our sole judgment appears to infringe the intellectual property rights of another person.

This Agreement will be governed by and construed in accordance with laws of the Republic of South Africa without regard to its choice of law or conflicts of law principles.

No waiver of any term of this the Agreement shall be deemed a further or continuing waiver of such term or any other term, and any failure to assert any right or provision under the Agreement shall not constitute a waiver of such term. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by Us without restriction. You agree that no joint venture, partnership, employment, franchise or agency relationship exists between You and Us as a result of the use of the App or the Services. This Agreement comprises the entire agreement between You and Us, states Our entire liability and Your exclusive remedy with respect to the App and Services, and supersedes all prior agreements pertaining to the subject matter thereof. If any provision(s) of this Agreement is held to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the original provision and the other provisions remain in full force and effect. The section titles in this Agreement are solely used for the convenience and have no legal or contractual significance. No provision of the Agreement shall be construed against Us but rather shall be construed in a neutral and fair manner as terms entered into by a fully-informed party on a voluntary basis after opportunity to confer with advisors and legal counsel about the meaning and effects of the terms of this Agreement.

Last update: May 2025