By accessing, registering for, browsing, or using the Platform, you confirm that you have read, understood, and agreed to these Terms. If you do not agree, you must discontinue use of the Platform immediately. This Agreement is concluded electronically and is enforceable in terms of the Electronic Communications and Transactions Act.

2.1 Legal capacity

You confirm that:

• You are at least 18 years of age
• You possess legal capacity to enter binding agreements under South African law
• Your use of the Platform complies with all applicable laws
• Any information you provide is true, accurate, and current

2.2 Account security

You are responsible for:

• Maintaining the confidentiality of your login credentials
• All activity occurring under your account
• Promptly notifying us of any suspected unauthorised access

We may require multi-factor authentication, periodic password changes, or other security measures.

2.3 Regulated goods verification

The Platform may facilitate the sale of regulated or age-restricted goods. We reserve the right to perform verification checks and may reject, suspend, or cancel transactions where:

• Age or eligibility verification fails
• Licensing or regulatory requirements are not satisfied
• Fraud is reasonably suspected
• Compliance with applicable law would otherwise be compromised

Offers On operates a centralised marketplace and fulfillment coordination model. Vendors list products, the Company facilitates the transaction, and fulfillment occurs through coordinated logistics.

3.1 Packaging inspection and consumer rights

To preserve product integrity, factory-sealed products are generally not opened during outbound fulfillment. Operational checks include:

• Barcode and SKU verification
• Packaging integrity inspection
• Weight verification against expected ranges
• Shipment confirmation against the order

Nothing in this clause limits your statutory right under section 55(2) of the Consumer Protection Act to receive goods that are reasonably suitable for their intended purpose, of good quality, in good working order, and free of defects, nor your right under section 56 of the CPA to return defective goods within 6 months of delivery for repair, replacement, or refund at your election.

3.2 Marketplace communication controls

The Company manages communications, logistics, support workflows, and transaction coordination between buyers and vendors. Users may not:

• Solicit off-platform transactions for products listed on the Platform
• Attempt to bypass platform commission structures
• Misuse marketplace communication systems for harassment, spam, or unrelated purposes
• Share or harvest contact details disclosed for fulfillment purposes

3.3 Marketplace fees and vendor settlements

The Company retains marketplace commissions and operational fees from completed transactions in terms of the applicable Vendor Agreement. Vendor settlements operate on the following timelines:

• Standard settlement: Within 7 business days of delivery confirmation and expiry of any applicable inspection or return window.
• Disputed transactions: Settlement held until dispute resolution. Standard disputes resolve within 30 days; complex disputes may extend up to 60 days, with the vendor kept informed of progress.
• Suspected fraud or chargeback: Settlement held during investigation, with an initial review completed within 30 days. Where confirmed fraud is detected, the relevant settlement may be reversed or withheld as permitted by the Vendor Agreement.
• Statutory cooling-off periods: Where a transaction is subject to a statutory cooling-off right, settlement is held until expiry of that period plus 2 business days.

Vendors may query settlement status at any time through the vendor portal or vendor support channels.

4.1 Third-party payment processors

All payment transactions are processed through independent third-party payment providers. The Company is not liable for failures originating from banking systems, payment gateways, card issuers, or telecommunications providers. We will reasonably assist with reconciliation and dispute resolution where failures occur.

4.2 Internal wallets

Users may receive credits, refunds, or promotional balances within an internal wallet system. Wallet balances:

• Are non-interest-bearing
• Are not bank accounts or deposit accounts and are not protected by deposit insurance
• May be used only within the Offers On ecosystem unless otherwise expressly permitted
• Are denominated in South African Rand
• Promotional credits expire 12 months from issue unless otherwise stated
• Refund credits do not expire while the account remains active

4.3 Withdrawals and fraud prevention

To combat fraud, abuse, and unauthorised financial activity, the Company may verify identity and source of funds, delay or hold withdrawals pending verification (typical hold: up to 7 business days), request supporting documentation, or restrict transactions reasonably believed to be suspicious.

Approved withdrawals are processed back to the original verified funding source where operationally possible.

5.1 Abuse platform infrastructure

You may not use bots or automated extraction tools, manipulate pricing or review systems, overload Platform infrastructure, or interfere with normal operations.

5.2 Compromise security

You may not bypass authentication systems, probe or test system vulnerabilities, conduct denial-of-service attacks, or introduce malicious code.

5.3 Engage in fraudulent conduct

You may not initiate fraudulent chargebacks, misuse promotional systems or vouchers, exploit wallet or refund processes, impersonate other persons, or use stolen payment methods.

5.4 Engage in unlawful or harmful content

You may not post defamatory, threatening, hateful, or unlawful content; infringe third-party intellectual property rights; list prohibited or unlawful products; or solicit other users for unrelated commercial purposes.

Breach of this section may result in immediate suspension or termination of your account, forfeiture of pending wallet balances to the extent lawful, and referral to law enforcement.

6.1 Change-of-mind returns

The Platform offers a contractual 14-day change-of-mind return window on eligible products, which exceeds the statutory minimums of the CPA and ECTA. To qualify, products must be unused and in original condition with original packaging and seals intact where applicable, and the return must comply with the published Returns Policy.

You are responsible for return shipping costs for non-defective returns unless otherwise stated.

6.2 Defective products and implied warranty

In terms of section 56 of the Consumer Protection Act, you are entitled, within 6 months of delivery, to return goods that fail to satisfy the implied warranty of quality in section 55(2). At your election, the remedy may be repair, replacement, or refund. Defective-return shipping costs are not borne by you.

Claims may be reasonably rejected where damage results from misuse, accidental physical damage post-delivery, unauthorised modifications, or failure to follow manufacturer instructions.

6.3 Manufacturer warranties

Where a manufacturer warranty applies, the Company may coordinate warranty claims on your behalf. Manufacturer warranties are additional to, and do not replace, your statutory rights under the CPA.

Nothing in this Agreement excludes, limits, or waives any rights you may have under applicable South African law, including the Consumer Protection Act, the National Credit Act (where applicable), the Electronic Communications and Transactions Act, or the Protection of Personal Information Act, where such rights cannot lawfully be excluded.

To the extent any provision of this Agreement is found to be inconsistent with a statutory right that cannot be excluded, that provision is severable and the statutory right prevails.

All Platform branding, software, infrastructure, content, design, and systems remain the property of GP Holding (Pty) Ltd or its licensors unless otherwise stated. You may not copy, distribute, or commercially exploit Platform assets; reverse engineer Platform software; reproduce or create derivative works; or use Platform trade marks without written authorisation.

Content you submit (reviews, listings, images) remains yours, but you grant the Company a non-exclusive, royalty-free, worldwide licence to host, display, reproduce, and adapt that content for the purpose of operating and promoting the Platform.

If you believe content on the Platform infringes your intellectual property rights, you may submit a takedown notification in terms of section 77 of the Electronic Communications and Transactions Act. The notification must include your full name and contact details, the URL of the allegedly infringing content, proof of ownership, a description of the right allegedly infringed, a statement of good faith, and a statement under oath that the information is true.

Valid notifications may result in content suspension pending investigation. Knowingly false notifications may attract liability under section 77(2) of ECTA.

10.1 Service provided "as is"

The Platform is provided on an "as is" and "as available" basis. While we work to maintain reliable operations, we do not guarantee uninterrupted availability, error-free functionality, or absolute system security.

10.2 Limitation

To the maximum extent permitted by law, the Company shall not be liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits or anticipated savings, arising from your use of the Platform.

10.3 Carve-outs

Nothing in this section limits or excludes liability for:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Gross negligence or wilful misconduct
• Liability under section 99 of the Protection of Personal Information Act
• Liability under section 61 of the Consumer Protection Act (product liability)
• Any other liability that cannot lawfully be limited or excluded

You agree to indemnify and hold harmless the Company, its directors, employees, and agents against reasonable claims, losses, and expenses (including reasonable legal fees) arising from your breach of this Agreement, your misuse of the Platform, your infringement of any third-party right, or content you submit to the Platform.

This indemnity does not apply to the extent the claim arises from the Company's own gross negligence, wilful misconduct, or breach of statutory duty.

12.1 By you

You may close your account at any time through account settings or by contacting support. Account closure does not extinguish outstanding obligations (for example, payment for completed orders).

12.2 By the Company

We may suspend or terminate your account where you materially breach this Agreement, engage in conduct prohibited under section 5, suspension is required by law or regulatory direction, or reasonable suspicion of fraud or unauthorised activity exists. Except where immediate action is required for security or legal reasons, we will give reasonable notice and an opportunity to respond.

12.3 Effect of termination

On termination, access to the Platform is revoked, outstanding orders are completed or refunded as appropriate, vendor balances are settled subject to standard timelines, and provisions intended to survive termination continue in force.

Before instituting formal legal proceedings, the parties agree to attempt good-faith resolution through:

1. Internal support escalation through the Platform
2. Formal written dispute notification to the Company
3. Where the dispute concerns consumer rights under the CPA, referral to the Consumer Goods and Services Ombud (www.cgso.org.za) or the National Consumer Commission
4. Mediation by a mutually agreed mediator where appropriate

Nothing in this clause prevents either party from seeking urgent legal relief through a competent court, or from approaching a relevant ombud, tribunal, or regulator at any time.

This Agreement is governed by the laws of the Republic of South Africa. Subject to the dispute-resolution clause above and any consumer protections that cannot lawfully be excluded, disputes arising from this Agreement fall within the jurisdiction of the competent courts of Johannesburg, Gauteng.

15.1 Force majeure

Neither party is liable for delay or failure caused by events beyond reasonable control, including natural disasters, war, civil unrest, government action, large-scale infrastructure failure, or pandemic.

15.2 Severability

If any provision is found unenforceable, the remaining provisions continue in full force.

15.3 No waiver

A failure or delay in enforcing any right under this Agreement does not waive that right.

15.4 Assignment

You may not assign your rights under this Agreement without our written consent. We may assign our rights and obligations in connection with a corporate transaction, subject to the assignee being bound by these Terms.

15.5 Entire agreement

This Agreement, together with the Privacy Policy, Cookies Policy, Returns Policy, and any applicable Vendor Agreement, constitutes the entire agreement between the parties and supersedes prior agreements on the same subject matter.

15.6 Notices

Notices to the Company must be sent to info@gpholding.co.za or to the postal address in section 17. Notices to you may be sent to the email address registered on your account or through in-Platform notification.

We may amend these Terms from time to time. The effective date and version number at the top will be updated when changes are made.

• Non-material changes take effect on publication.
• Material changes (those that materially affect your rights or obligations) will be notified to account holders at least 14 days before taking effect, by email or in-Platform notice. Continued use after the effective date constitutes acceptance.

If you do not accept a material change, you may close your account before the change takes effect.

GP Holding (Pty) Ltd t/a Offers On
1 Yarmouth Rd, Mulbarton, Johannesburg South, 2059
Telephone: 011 613 1052
Email: info@gpholding.co.za

Company registration details are filed with and available from the Companies and Intellectual Property Commission (CIPC) and on request.