1. Introduction

2. Definitions

In these T’s and C’s, the following words and expressions bear the meanings ascribed to them:

2.1 “Advertiser” refers to the person completing the Insertion Order and signing up for the use of the Gumtree Tools and associated Services, also referred to as a “Seller”;

2.2 “Applicable Laws” refers to any laws applicable to the protection and processing of Personal Information, with particular emphasis on POPIA. Applicable Laws also include any statute, regulation, notice, policy, directive, ruling or subordinate legislation, the common law, any binding court order, judgement or ruling, any applicable industry code, policy or standard enforceable by law, or any applicable direction, policy or order that is given by any regulator, competent authority or organ of state or statutory industry body, within the Republic of South Africa and in other jurisdictions, as amended from time to time;

2.3 “Banner Advertising” refers to a graphic display placed on the Gumtree Site to promote a brand, product or service and to drive traffic to the Advertiser’s website, a Banner can be purchased by an Advertiser by completing a separate insertion order;

2.4 “Business Day(s)” refers to normal business days, being Monday to Friday, excluding weekends and South African public holidays;

2.5 “Buyer” refers to a User who makes use of the Services to acquire and purchase certain goods and Services made available by Sellers;

2.6 ‘’Channel/s’’ refers to the communication methods through which Gumtree may transmit additional leads to the Advertiser, including but not limited to, telephone calls, electronic mail (email), and instant messaging applications (e.g., WhatsApp);

2.7 “Data” refers to the data completed on the Insertion Order as part of the onboarding and registration process;

2.8 “Data Source” refers to a third-party data feed provider which is a source that delivers data to websites and other online tools;

2.10 “Effective Date” refers to the date upon which the Advertiser accepts these T’s and C’s and login details are issued;

2.11 “GAIT” refers to the Gumtree Automotive Inventory Tool, which is the system that is used for uploading, storing, managing, promoting and tracking its vehicle inventory;

2.12 “Gumtree” refers to Gumtree South Africa (Pty) Ltd;

2.13 “Gumtree Tools” refer to GAIT and ProTool;

2.14 “Insertion Order” refers to the sign-up form for the use of GAIT and Protool and acts as a contract between the Advertiser and Gumtree. This includes any Addendums to the Insertion Order;

2.15 “Gumtree Site” refers to the sites through which the Services are provided and through which Buyers and Sellers can engage with one another;

2.16 “Listing(s)” refers to an advertisement for a product or service that is posted on the Gumtree website;

2.17 “Operator” refers to a person who processes Personal Information on behalf of the Responsible Party in terms of a contract or mandate, without coming under the direct authority of that Responsible Party;

2.18 “Package Details” refers to the package selection set out on the Insertion Order;

2.19 “Personal Information’’ refers to information relating to an identifiable, living, natural person, and where it is applicable, an identifiable, existing juristic person, including, but not limited to:

2.19.1 information relating to the race, gender, sex, pregnancy, marital status, national, ethnic or social origin, colour, sexual orientation, age, physical or mental health, well-being, disability, religion, conscience, belief, culture, language and birth of the person;

2.19.2 information relating to the education or the medical, financial, criminal or employment history of the person;

2.19.3 any identifying number, symbol, e-mail address, physical address, telephone number, Location Data, online identifier or other particular assignment to the person;

2.19.4 the Biometric information of the person;

2.19.5 the personal opinions, views or preferences of the person; correspondence sent by the person that is implicitly or explicitly of a private or confidential nature or further correspondence that would reveal the contents of the original correspondence;

2.19.6 the views or opinions of another individual about the person; and

2.19.7 the name of the person if it appears with other Personal Information relating to the person or if the disclosure of the name itself would reveal information about the person.

2.20 ‘’POPIA’’ refers to the Protection of Personal Information Act, 4 of 2013, which is an Act applicable in the Republic of South Africa;

2.21 “ProTool” refers to the platform that the Advertiser uses to manage its selling activities. The data from this platform will provide insight into the Advertiser’s margins, stock levels, optimal pricing, daily sales trends, Buyer’s behaviour and competitive activity;

2.22 “Responsible Party” refers to a public or private body or any other person which alone or in conjunction with others, determines the purpose of and means for processing Personal Information. For purposes of these T’s and C’s the Advertiser is the Responsible Party;

2.23 “Services” refers to the services associated with the use of the Gumtree Site and offered by Gumtree to Users, including the ability for Users to (a) seek verification, (b) to communicate with one another via various potential channels, (c) to promote certain goods and services to other Users, (d) to make use of Banner Advertising to promote the Advertiser’s brand, product or service (e) to transact and conclude independent agreements with one another, (f) to procure the transport and delivery of goods and services, (g) to procure insurance for the transport and delivery of goods and services, (h) to procure payment for goods and services and (i) to enable Buyers and Sellers to communicate with one another for purposes of refunds, returns and dispute resolution;

2.24 “User(s)” shall mean any person making use of the Gumtree Site and/ or the Services.

3. Use of the Gumtree Tools

3.1. In accordance with and subject to these T’s and C’s, the Advertiser will cause the Data to be transferred to Gumtree by the completion of the Insertion Order. Gumtree agrees to use this Data to manage the Advertiser’s subscription for the use of the Gumtree Tools.

3.2. The Advertiser acknowledges that by posting a Listing for display on the Gumtree Site, it will only be listed on one of the Gumtree regional sites. The Advertiser’s inventory will be displayed on the Gumtree Site, the Advertiser will have to login through GAIT to edit and manage its Listings.

3.3. Where the Advertiser provides the Data through a Data Source, the Advertiser may also be subject to (and is responsible for complying with) the Data Source’s privacy policies and information security controls.

3.4. The Advertiser expressly acknowledges that Gumtree may amend its Terms of Use, Privacy Policy and other associated policies applicable to Gumtree at any time. The Advertiser acknowledges that Advertiser’s failure to comply with the foregoing, or to pay Gumtree in accordance with these T’s and C’s, may result in the suspension of Advertiser’s User account(s).

3.5. Any amendment to the Insertion Order will be communicated to the Advertiser via email by the Gumtree Country Manager, Head of Gumtree Jobs, Goods & Property, Finance & Sales or a member of Gumtree’s legal department. All amended terms will be effective 30 (thirty) days after it is emailed to the Advertiser. IF ANY AMENDMENT TO THE INSERTION ORDER IS UNACCEPTABLE TO THE ADVERTISER, THE ADVERTISER’S ONLY RECOURSE IS TO TERMINATE THE INSERTION ORDER BY SENDING A TERMINATION NOTICE TO GUMTREE PRIOR TO THE EFFECTIVE DATE OF THE AMENDMENT(S). THE ADVERTISER’S CONTINUED TRANSFER OF THE DATA TO GUMTREE AFTER THE DATE ON WHICH AMENDMENTS BECOME EFFECTIVE WILL CONSTITUTE THE ADVERTISER’S ACCEPTANCE OF SUCH AMENDMENTS. FOR GREATER CERTAINTY, EXCEPT AS EXPRESSLY SET OUT IN THIS SECTION, THE INSERTION ORDER MAY NOT BE MODIFIED BY ANY SALES REPRESENTATIVE, AGENT, EMPLOYEE, OR CONTRACTOR OF GUMTREE, OR THROUGH COURSE OF DEALING OR OTHERWISE.

3.6. Without limitation to the foregoing, the Advertiser acknowledges that Gumtree reserves the unrestricted right to:

3.6.2. cancel, suspend, or discontinue the display of any Listings which violates the Terms of Use, Privacy Policy or other associated policies applicable to Gumtree and the use of the Gumtree Tools.

3.7. Gumtree provides an additional lead source to the Advertiser that makes use of GAIT by transmitting leads to the Advertiser via various Channels. The Advertiser hereby consents to receiving leads from Gumtree through these Channels.

3.8. The Advertiser acknowledges that Gumtree acts solely as a conduit for these leads and bears no responsibility or liability for:

3.8.1. The content, accuracy, or suitability of the leads;

3.8.2. The number or frequency of leads transmitted; and

3.8.3. The value or potential value derived from the leads.

4. Onboarding and Billing

4.1. As part of the onboarding process and upon completion of the Insertion Order, the Advertiser is given a choice of packages to select from. The Advertiser agrees to pay the monthly Listing fees applicable to the selected package. Billing as per the Package Details will commence from the Effective Date.

4.2. The Advertiser will have the option to pay the fees by way of debit order or electronic funds transfer (“EFT”) in the following manner:

4.2.1. 30 day credit payment option: Gumtree will provide the Advertiser with an invoice for payment within 30 days of receipt of the invoice; OR

4.2.2. Upfront payment option: The Advertiser will pay their account before activation at the beginning of each new month. If no payment is received by the 7th of the month the Advertiser’s account will be deactivated.

4.3. Despite billing having commenced, the Advertiser acknowledges that it may take up to 20 (twenty) days from the Effective Date for Listings to be on-boarded to the Gumtree Site (the “Onboarding Period”). The parties will cooperate and use commercially reasonable efforts to ensure that the Listings are on-boarded to the Gumtree Site by the end of the Onboarding Period.

4.4. Gumtree will not be liable for any damages suffered or incurred by the Advertiser from any failure or delay in onboarding the Listings by the end of the Onboarding Period.

4.5. The Advertiser agrees to purchase the features package(s) outlined in the Package Details. If, in any given month, the Advertiser does not use all the live ad Listings or purchased features, they will still be required to pay for the full package, and any unused listings or features will not carry over to the next month. The number of available live ad Listings refers to the listings allowed on the Gumtree Site, as specified in the Package Details. Additionally, the Advertiser can purchase extra features or upgrades through the Gumtree Tools, at the current prices, when the tool is available.

4.6. By purchasing additional features and/or upgrades, the Advertiser acknowledges that the terms and conditions, including all payment terms, outlined in the original Insertion Order read with the Addendum to Insertion Order, would apply.

4.7. Subject to clause 4.1, Gumtree will issue monthly invoices to the Advertiser as per the Package Details. This invoice will also include payment for any features or upgrades purchased directly through the Gumtree Tools.

4.8. Only the monthly Listing fee shall be prorated if the User account is active and the Advertiser will be billed from the Effective Date. Prorated fees will be calculated using the following calculation: Contractual amount x (Number of days in the month - day of the month contract signed) / Number of days in the month.

4.9. Gumtree reserves the right to increase the monthly listed fee set out in the Package Details which increase will apply from 1 January of each year. Gumtree will provide the Advertiser with 1 (one) calendar months’ notice of the applicable increase before it is in effect.

4.10. The Advertiser agrees to pay Gumtree’s invoices within 30 (thirty) days of receipt. The Advertiser will be responsible for payment of any applicable sales, use, and other taxes (such as taxes related to Gumtree features and enhanced ad visibility), the taxes will be added to each invoice if applicable

4.11. The Advertiser will be fully liable to pay all invoices regardless of any usage patterns and will not be entitled to any discounts or write-offs. Any overdue amounts payable by the Advertiser to Gumtree will bear interest at a rate of 10.25%, compounded daily, which will be calculated from the date when amounts are due to the date of actual payment, both days inclusive.

4.12. The Advertiser authorises Gumtree to investigate the Advertiser’s credit and financial standing in the manner permitted under Applicable Law, and the Advertiser consents to Gumtree sharing its credit card and related billing and payment information with certain trusted third parties who work on Gumtree’s behalf for the sole purpose of conducting such credit checks.

5. Debit Orders

5.1. The Advertiser agrees that the debit order will be processed against its bank account at the end of the applicable month (30 days after receipt of the invoice) and will continue for so long as the Advertiser is using the Gumtree Tools or until notice of cancellation of the Debit Order Mandate is made by the Advertiser in writing to Gumtree.

5.2. The Advertiser agrees that in the event that any debit order due is rejected by the Advertiser’s bank, all related bank rejection fees and the full amount of the monthly debit order, that remains unpaid, will be due and payable immediately on demand by Gumtree and that any Services provided by Gumtree, will be suspended immediately.

5.3. The Advertiser undertakes to ensure that adequate funds are available in the bank account detailed in the Debit Order Mandate, to cover the amounts due in terms of this mandate.

5.4. Should the due date on which the monthly debit order is due fall on either a Saturday, Sunday or public holiday, then the debit order will go off on the last Business Day before Saturday, Sunday or a public holiday.

5.5. The Advertiser undertakes to inform Gumtree of any changes to its bank account details listed in the Debit Order Mandate. In addition to any such changes, the Advertiser undertakes to inform Gumtree of any changes regarding the Advertiser’s means of payment.

5.6. The Advertiser acknowledges and agrees that all payments made by debit order in terms of this mandate are final and non-refundable. Gumtree shall not be obligated to issue refunds or credits for any Services rendered or for any debit orders processed, regardless of the Advertiser's usage of the Services. The Advertiser hereby waives any right to dispute or seek a

refund of any debit order transactions processed, except in cases of fraudulent transactions or as otherwise required by Applicable Law.

5.7. The Advertiser acknowledges that Gumtree, who is hereby authorised to effect the drawing(s) against the Advertiser’s bank account, may not cede or assign any of its rights to any third party without the Advertiser’s written consent and that the Advertiser may not delegate any of its obligations in terms of its agreement(s) with Gumtree to any third party without the prior written consent of Gumtree.

5.8. Should the Advertiser default on any of its payments due to Gumtree, Gumtree reserves the right to appoint a collection agent and/or law firm to recover such outstanding amounts from the Advertiser. In such an event, Gumtree may also recover the recovery costs and/or legal fees incurred by it.

6. Default on payment:

6.1. Any overdue payments (of Advertisers that are signed up with the 30 day credit payment terms) due to Gumtree will be handled as follows:

6.1.1. An account that is 30 (thirty) days overdue: Gumtree will contact the Advertiser to request immediate payment and will provide a copy of the outstanding statement.

6.1.2. An account that is 60 (sixty) days overdue: Gumtree will contact the Advertiser to request immediate payment, provide a copy of the outstanding statement, and notify the Advertiser that account suspension will occur if payment is not received.

6.1.3. An account that is 90 (ninety) days overdue: Gumtree will suspend the Advertiser's account and issue a suspension notice via email. Additionally, Gumtree will notify the Advertiser via email that the outstanding account will be referred to a debt collection agency if payment is not received.

6.1.4. An account that is 120 (one hundred and twenty) days overdue: Gumtree will appoint a debt collection agent and/or law firm to recover such outstanding amounts from the Advertiser. In such an event, Gumtree may also recover the recovery costs and/or legal fees incurred by it.

7. Listings:

7.1. The Advertiser is responsible for all prices listed. Prices must be accurate, up-to-date, and clearly show any extra costs or taxes. If there's an error or discrepancy in the price, the Advertiser will be held accountable, even if multiple prices are shown for the same Listing.

7.2. The Advertiser shall provide Gumtree with (or authorises Gumtree to create, using information and marks available on Advertiser’s public websites) one Banner/logo (collectively, the “Advertiser Marks”) to be displayed solely in connection with the applicable Listing(s) on the

Gumtree Site, in placements determined by Gumtree at its sole discretion. Subject to these Ts and Cs, the Advertiser hereby grants to Gumtree a non-exclusive, royalty-free, non-transferable, and non-assignable license to use the Advertiser Marks as may be necessary to fulfil its obligations under this agreement. Ownership of the Advertiser Marks will remain with the Advertiser, and any benefits arising from their use will automatically belong to the Advertiser.

7.3. Gumtree reserves the right to promote any Listings in accordance with the Terms of Use which is hereby incorporated by reference and available on the Gumtree Site.

7.4. Gumtree may re-format the Data to be presentable for display as Listings, and may otherwise decode the Data and make such changes thereto as may be necessary to conform and adapt the Data to the technical requirements of the Gumtree Site, connecting networks, devices, Services, or media, provided however that the Data shall not be edited or altered by Gumtree in a manner that misleads or distorts the original content.

Should the Advertisers opt for the unlimited package, Gumtree reserves the right, at its sole discretion, to cap the number of Listings that the Advertiser may publish at any given time.

8. Personal Information and Security

8.1. The Advertiser understands that:

8.1.1. any User Personal Information made available by Gumtree to the Advertiser is solely to enable the Advertiser to contact such User for the purpose of replying to the User’s response to the Advertiser;

8.1.2. the Advertiser is responsible for complying with all Applicable Laws relating to the processing of Personal Information , including User Personal Information made available by Gumtree; and by appointing any third party lead generator ("Lead Generator") or any other third party to process any Personal Information that Gumtree shares with the Advertiser pursuant to this Insertion Order, that such Lead Generator or other third party is an Operator to the Advertiser (being the Responsible Party) and does not diminish the Advertiser’s duties and responsibilities to protect such Personal Information in accordance with Applicable Laws. While Gumtree may provide information to the Lead Generator in respect of responses to Listings, Gumtree does so on the Advertiser’s instruction only. The Advertiser warrants that, in accordance with the requirements of Applicable Laws, it has concluded a written Operator agreement with any Lead Generator utilised by it.

9. Warranties and Undertakings

9.1. The Advertiser/ designated individual hereby represents and warrants that:

9.1.1. they are duly authorised, and have legal capacity to execute and deliver this Insertion Order, and agree that this Insertion Order is binding upon the entity and/or individual on whose behalf the Advertiser issues it;

9.1.2. it has all necessary corporate power, authority and capacity to execute, deliver and perform its obligations, and its entering into of the Insertion Order and/ or its performance under the Insertion Order will not violate terms of any other agreement that it has with a third party;

9.1.3. it will comply with any laws, regulations and directives applicable to it, including (without limitation) employment and labour laws and regulations;

9.1.4. it is the owner of, or has permission to use and sublicense the use of, the Advertiser Marks;

9.1.5. it has secured all rights necessary to cause the transfer of the Data, and to cause related Listings to be listed on the Gumtree Site;

9.1.6. no intellectual property rights belonging to a third party will be infringed by Gumtree exercising its rights and performing its obligations under the Insertion Order in relation to using the Data and Listings;

9.1.7. it will use commercially reasonable efforts to ensure that the Data and Listings is accurate in all material respects; and

9.1.8. it will ensure, verify and monitor that all prices associated with its Listings are true and correct.

9.2. The Advertiser will indemnify and hold Gumtree its affiliates, and their respective officers, directors, and employees harmless against any and all claims, losses, liabilities, costs, and expenses, which any of them may incur as a result of any third-party actions arising from or relating to breach by Advertiser of any of the foregoing.

9.3. The Advertiser undertakes that it will not, without Gumtree’s prior written consent, make any press release or general public announcement with respect to the nature and terms of the Insertion Order.

10. Duration

11. Termination and Cancellation

11.1. Gumtree reserves the right to terminate this Insertion Order at its sole discretion. The Advertiser may terminate this Insertion Order by providing 1 (one) calendar month's written notice to Gumtree.

11.2. Either party may immediately terminate the Insertion Order in the event:

11.2.1. of a breach of the Insertion Order by the other party if the party in breach fails to remedy same within 10 (ten) days of having been notified by the party alleging such failure; or

11.2.2. that no Listings have been on-boarded to the Gumtree Site by the end of the Onboarding Period.

11.3. In addition, Gumtree may immediately terminate the Insertion Order if:

11.3.1. any agreement it may have with the Data Source or 12 (twelve) month contract period is terminated or expires;

11.3.2. the Advertiser commits any act or does anything that is or shall be an offense which brings or may bring Gumtree into public disrepute, contempt, scandal, or ridicule, or which might reasonably tend to injure the reputation of Gumtree;

11.3.3. the Advertiser is in breach of these T’s and C’s or any other Gumtree policy; or

11.3.4. Gumtree has reasonable evidence to believe that the Advertiser’s credit is or becomes impaired.

11.4. No termination of the Insertion Order shall affect the rights or obligations of either the Advertiser or Gumtree with respect to provisions hereof that, by their sense and context, are intended to survive such termination.

11.5. IN ORDER TO CANCEL THIS INSERTION ORDER, THE ADVERTISER MUST SUBMIT A COMPLETED CANCELLATION FORM INITIATED WITH AN EMAIL TO STORES@GUMTREE.CO.ZA. NO OTHER FORM OR METHOD OF CANCELLATION WILL BE VALID. Receipt of this form by Gumtree will trigger the applicable notice period. The Advertiser may withdraw the cancellation during the notice period should they so wish.

12. Costs

13. Domicillim and notices

13.1. Gumtree chooses the following address as its domicilia citandi et executandi for purposes of giving any legal notice and serving any legal process: Physical address: 11th Floor Roggebaai Place, 4 Jetty Street, Foreshore Cape Town 8001 Email address: stores@gumtree.co.za.

13.2. NOTWITHSTANDING THE AFOREGOING, GUMTREE CHOOSES THE EMAIL ADDRESS - STORES@GUMTREE.CO.ZA AS ITS DOMICILIA CITANDI ET EXECUTANDI IN RESPECT OF CANCELLATION OF AN INSERTION ORDER.

13.3. Any notice addressed to Gumtree at its physical address shall be sent by prepaid registered post or delivered by hand. Any notice shall be deemed to have been received if posted by prepaid registered post, 7 (seven) days after the date of posting thereof, if hand delivered, on the day of delivery and if sent by email, on the first day after the date of transmission.

14. General:

14.1. The Advertiser acknowledges that the Gumtree Tools is provided “As Is” and “When Available”, and Gumtree does not represent or warrant that the Gumtree Tools will operate securely or without interruption.

14.2. Gumtree may, at any time and at its sole discretion, assign or transfer the Insertion Order to any of its affiliates, or sub-contract to an affiliate any or all of its obligations under the Insertion Order, without prior consent from the Advertiser.

14.3. These T’s and C’s shall be construed and interpreted in accordance with the laws of the Republic of South Africa. Each of the parties hereby irrevocably agrees to the exclusive jurisdiction of the courts of the Republic of South Africa with respect to any matters arising out of the Insertion Order.

 Last updated : 26/04/2025