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(“Store Terms”)
These Terms were first posted on 1st February 2025 and are effective immediately.
Thank you for using Refreshi, bringing new life to surplus food and helping to provide more affordable meals!
1. Joining the Refreshi movement
1.1 We dream of a planet where everyone has access to affordable, quality food. Refreshi’s mission is to bring new life to surplus food and help to provide more affordable meals in South Africa Our digital platform (referred to as the “Platform”) helps businesses and consumers fight food waste together by saving surplus food that would otherwise have gone to the bin. With your use of the Platform, you are contributing to the goal of ensuring that all food produced is food consumed.
1.2 To support the goal we try to keep it simple and we provide an easy concept by which we empower Consumers to save surplus food from retail and food service businesses around them. Using the Platform, consumers get food at attractive prices, and you as a business reduce food waste, get additional income and get exposure to new customers.
1.3 The Platform offers an online venue that connects Consumers with businesses that have surplus food to offer. While a business using the Platform to offer their surplus food to Consumers may come in many forms (e.g. super markets, bakeries, coffee shops, restaurants, hotels etc.), we refer to such businesses collectively as a “Store” or “Stores.” Stores offer surplus food by listing on the Platform a number of bags that they will fill with their surplus food (each a “Surprise Bag”) and make available to be ordered by Consumers. Those who use the Platform to order Surprise Bags listed by a Store are “Consumers.”
1.4 These Store Terms constitute a legally binding agreement between you and Refreshi that govern your use of any applications and websites operated by Refreshi (collectively, the “Platform”). When used in these Store Terms, “you” or “your”, we mean the entity or business that you represent. When used in these Store Terms, “Refreshi,” “we,” “us,” or “our” refers to Refreshi whom you are contracting.
2. What’s covered in these terms
2.1 These Store Terms reflect the way that Refreshi works and among other things, the laws that apply to our relationship with you. As a result, these Store Terms help define our relationship with you as you interact with us and use our Platform. For example, these terms include:
2.2 Understanding these Store Terms is important because, by using the Platform you’re agreeing to these Store Terms.
By accepting these Store Terms, you confirm that you have read and accepted our Privacy Policy.
3. Using Refreshi
3.1 When Consumers order a Surprise Bag on the Platform they pay us for such Order and in exchange receive an Order identification number (a “Collection Code”) that is redeemable for a Surprise Bag at your Store. You sell a Surprise Bag to a Consumer when they arrive at your Store to collect the previously ordered Surprise Bag from you, during which collection the Consumer provides your Store with their Collection Code.
3.2 Store Account. Your Refreshi store account (called “MyStore”) is where you handle the details of your relationship with us and use the Platform to make Surprise Bags available for Consumers’ Orders (i.e. your Listings as defined below). To use you MyStore, you must first register and create an account by providing us with all the information we reasonably require during account registration or any time thereafter. You must, at all times, keep your MyStore account information complete, accurate, and updated. Any failure to provide or maintain this information may interfere with our ability to provide our services to you, for example we will not be able to make payments to you unless we have your complete and accurate banking information. It is your responsibility that we have the right bank account details and that these are kept up to date, so that we can process payments to you.
3.3 Listing. This is the process whereby you make Surprise Bags available for Ordering by Consumers on the Platform (each a “Listing”).
3.4 Order. Once you make a Listing of a bag on the Platform, a Consumer can order it for themselves (each an “Order”).
3.5 Collection. You sell a Surprise Bag to a Consumer when the Consumer arrives at your designated location (the address of your Store) to collect the Surprise Bag they ordered on the Platform, where the Consumer accepts the Surprise Bag contents from you. The Order is validated upon confirmation in the App, and the Consumer takes the Surprise Bag away with them (“Collect”). The Collection is the conclusion of the transaction which is made exclusively between you and the Consumer. You are required to set the address where a Consumer can collect their order via the MyStore.
3.6 Collection time. You are also required to set the time when the Consumer can Collect their Order via the MyStore.
3.7 Order Cancellations.
3.7.1 Cancellation by you
You may cancel an Order until one (1) hour before the beginning of the agreed Collection time. Keep in mind many Consumers plan their day around your collection window so we ask you to respect their time by not cancelling an Order less than one (1) hour before the start of the Collection time you listed. We understand this can happen under exceptional circumstances, but it should not happen often or disproportionately to the number of Collections from you. If your need to cancel Orders within one (1) hour of the Collection time occurs regularly, you should reduce your scheduled Listings in your MyStore account. If your cancellations within one (1) hour of Collection time becomes excessive or habitual and remain unresolved by you, your Listing capabilities in your MyStore account may be limited or suspended.
3.7.2 Cancellation by Consumer
In accordance with a Consumers’ rights in terms of the Consumer Protection Act, we give all Consumers the ability to cancel an Order within the App within two (2) hours before the beginning of the agreed time of Collection.
3.7.3 Cancellation by Refreshi.
Listings and Orders may be removed or cancelled by us at our sole discretion when necessary, like in the event of a recall, dispute, or other matter that in our assessment requires that action to be taken.
4. Your key responsibilities
4.1 We can’t cover everything here but we’ve highlighted a few areas that are an important part of your relationship with Refreshi.
4.2 Confirm that you are authorised by your Store
It’s important for us to know the Stores using our Platform are doing so through their authorised representatives. As the person accepting these Store Terms for the Store you’re acknowledging that you have the authority to accept these Store Terms for the Store.
4.3 Authorise Refreshi to receive payments from Consumers
By registering as a Store on our Platform, and by accepting the Store Terms, you agree to us receiving payments from Consumers on your behalf in full discharge of the Consumer’s payment obligation for the Surprise Bags they Order and you sell to them.
4.4 Comply with rules that apply to you
By registering as a Store on our Platform, and by accepting the Store Terms, you agree and acknowledge that you are responsible for understanding and complying with all laws, rules, and regulations especially those that apply to your provision of food and beverage to Consumers in the ordinary course of your business, and especially via the Platform. This includes requirements like preparation, handling, and labelling the food you provide to a Consumer and authorisation to hand out food and beverages to Consumers.
Some specific Platform rules you must follow are:
4.5 Food quality and control
You agree to comply with our recall process as provided on the Platform or as otherwise directed by us. You must also immediately remove your Listings and notify us in the following circumstances:
4.6 If any of these events occur, Refreshi may retract all applicable pending Orders, inform all applicable Consumers, and refund amounts to Consumer for related Orders and Collections.
5. Refreshi’s role
5.1 As the provider of the Platform, it is important that you acknowledge that Refreshi does not own, control, offer or manage any Listings of Surprise Bags you make available. Refreshi is only an intermediary and as a result Refreshi is not a party to the sale of the food you provide to Consumers.
We are also not responsible for the following:
Consumer Complaints
5.2 We will handle Consumer complaints we receive about the use of the Platform, including any Collection experiences or Surprise Bags you provide, in accordance with our internal processes. We’ll do our best to handle each complaint we receive, but we may need some information from you which you agree to provide to us in a timely manner. We will include you when we think it makes sense, and at times direct the Consumer to reach out to you for example if we receive a complaint that is only about the quality or content of a Surprise Bag.
5.3 If you happen to receive a Consumer complaint and it’s about their experience with Refreshi, you agree to direct the Consumer to us to handle or forward it to us if you receive the complaint in writing.
6. Payments and Fees
6.1 We charge you an annual fee for use of our Platform (the “Platform Fee”) and a fee each time a Surprise Bag order is confirmed for your Store (the “Commission Fee”). Together the Platform Fee and Commission Fee are referred to as the “Refreshi Fees.”
6.2 The Platform Fee and Commission Fee that apply to you are set out in your Store Account.
6.3 We process all payments and collect all amounts directly from the Consumer associated with each Surprise Bag you sell (i.e. at the conclusion of the Collection). The Commission Fee is deducted from the payout you receive from us. Unless otherwise agreed between you and us, the Commission Fee is 30% of the price of each Surprise Bag with a minimum Commission Fee of R 10 per bag. The Order Fee is less VAT, if applicable, so when you receive payments from us you’ll notice applicable VAT, if applicable, has been added to our Order Fee.
6.4 Documentation. We will provide a receipt to Consumers after each Collection is validated or if the Order is not cancelled in accordance with our cancellation requirements. Also, each month we provide you with an invoice that summarises the Refreshi Fees that apply to your activity on our Platform.
6.5 Payments. We reconcile payments received for Surprise Bags you sell with the Refreshi Fees you owe us every 30 days (“Reconciliation Period”) starting when you join the Platform and payout any remaining amounts on the 20th day of the month following each Reconciliation Period. We may pay you on a different reconciliation and payment timeline depending on unique rules that may apply in your Store’s geographic region, or to your Store’s multi-merchant group. If unique terms apply to you, those details will be found in your Store Account on the Platform or within separate agreement terms we make with you. In certain circumstances we may withhold payments to you beyond the Reconciliation Period in which case we’ll notify you and provide information about the reason for the change.
6.6 Refunds. At times we may refund Consumers at our sole discretion to resolve issues like complaints and recalls. When we do, we may provide refunds to Consumers for some or all of the amounts collected in connection with an Order or Collection. If we do, such refund will appear in the monthly reconciliation as a reduction of the amount owing to you by Refreshi.
6.7 Taxes and Value Added Tax (VAT). You are required to pay any relevant taxes including, but not limited to, VAT in connection with the amounts we pay out to you. To ensure we identify you accurately, you are required to notify us of your VAT number (if you are registered for VAT) as soon as you obtain it.
7. Security
7.1 You take responsibility for fully controlling who administrates and can access your Store Account (“authorised users”), how your Store Account is managed, what kind of access each authorised user has on the Store Account, and how you use the Store Account in general. You can change or stop that access at any time.
7.2 You should note that
7.3 User roles and access. You should make sure to understand the permissions you’re granting to your authorised users. By using the Platform, each authorised user acknowledges and accepts that these Store Terms apply to each authorised user that has access to your Store Account.
8. Data Use and Privacy
8.1 You and We each agree to comply with all applicable data protection and privacy laws and regulations, including without limitation the Protection of Personal Information Act, 2013.
8.2 At times Stores ask about our collection and use of personal data related to Consumers. We are the data controller of all personal data collected from Consumers. Not all personal data we collect from Consumers is shared with you, and you acknowledge that we may only share Consumer personal data with you with prior consent from the Consumer or when required by applicable regulation.
9. Confidentiality
9.1 While using our Platform, you may share confidential information with us, and you may become aware of confidential information about us. You and we both agree to take reasonable steps to protect each other’s confidential information from being accessed by unauthorised individuals, entities or other third-parties. You or we may share each other’s confidential information with legal, governmental or regulatory authorities if required to do so, or if required by law. We may also share your information on a similar confidential basis with the other companies in our group, our advisers, auditors and financiers, and any third parties carrying out due diligence on our business. Information will not be considered confidential if the recipient of the information already knew the information and it was not subject to confidential treatment, or the information is publicly available (but not as a result of a breach of this confidentiality section).
10. Indemnity and Limitation of Liability
10.1 Other than the rights and responsibilities described in this section, Refreshi won’t be responsible for losses or damages sustained by you as a result of your use of the Platform.
10.2 It is accordingly agreed that, to the maximum extent allowed by applicable law, Refreshi won’t be responsible for the following liabilities:
In the event that we are found to be liable for damages, it is specifically agreed that Refreshi’s total liability arising out of or relating to these Store Terms or your use of the Platform is limited to an amount not exceeding the last 3 months’ Refreshi Fees which were incurred immediately prior to the event giving rise to the claim arose.
10.3 By registering as a Store on our Platform, and by accepting the Store Terms, you hereby indemnify Refreshi and its directors, officers, employees and contractors for any third-party legal proceedings (including actions by government authorities) arising out of or relating to your unlawful use of the Platform and/or violation of these Store Terms. This indemnity covers any liability or expense arising from claims, losses, damages, judgments, fines, litigation costs and legal fees.
10.4 These Store Terms only limit our responsibilities as allowed by applicable law. Specifically, these Store Terms don’t limit our liability for death or personal injury, fraud, fraudulent misrepresentation, gross negligence or wilful misconduct.
11. Intellectual Property
11.1 During your use of the Platform, you permit us to display your Store name and logo(s) on our Platform so your presence and Listings are visible to the Consumers. At times we may also reference your name and logo in connection with listings of Stores and business partners using the Platform. Any other use by us requires us to obtain your prior written consent.
11.2 While you are an active user of the Platform you may use our name and logo(s) to designate your use of the Platform and relationship with Refreshi. Such use must comply with our brand guidelines or other reasonable instructions from us. Any other use of our name, logo(s), or other materials that belong to us requires our prior written consent. We reserve the right to revoke your use of our name and/or logo(s) at any time if we find your use to be in violation of our brand guidelines or reasonable expectations.
11.3 As between you and us, with the exception of your Store name and logo(s), all other content and materials on the Platform are exclusively our property unless we state otherwise.
12. Duration and Cancellation
12.1 We reserve the right to suspend or terminate your access to the Platform including deletion of your Store Account at our sole reasonable discretion. Examples of scenarios where this may happen are:
12.2 We encourage you to contact us, if you believe that your Store Account has been suspended or terminated in error.
12.3 You are always free to stop using our Platform at any time.
13. Miscellaneous
13.1 Disclaimer of Warranties. Our Platform is made available to you on an “as is” basis. We disclaim all warranties, express or implied, including any implied warranties of non-infringement, merchantability and fitness for a particular purpose unless you’re located in an area that by law provides you a specific right contrary to this disclaimer or does not permit us to exclude a warranty. Otherwise, we’re held to only the express promises we make to you in these Store Terms.
13.2 Blocking your access, disabling your subscription, or refusing to process a payment: We may block your access, terminate your Store Account, or refuse to process a payment if we reasonably believe there’s a risk – like a potential breach of a law or regulation – associated with you, your business, or a payment. Examples of where we might do this include transactions where the payment is from a sanctioned person; or where we reasonably believe there is a legal or regulatory issue. You promise that you’re not on a sanctioned persons list.
13.3 Changes to these terms. We can make changes to these Store Terms from time to time. We’ll provide you with prior notice before any change we make takes effect in accordance with local regulation. We’ll try to let you know of material changes beforehand if we can – unless we need to make those changes immediately for reasons outside our control, like a change in law. If a change isn’t material, we may not notify you. The new Store Terms will not apply retrospectively to your use of our Platform before the Store Terms changed, but the new Store Terms will immediately apply to you if you use the Platform after the new Store Terms are posted on our Platform. If you do not terminate your use of the Platform before the date the revised Store Terms become effective, your continued access to or use of the Platform will constitute acceptance of the revised Store Terms. You can keep track of changes to our Store Terms by referring to the version and the date last updated written at the top of each version of the Store Terms.
13.4 Assignment. You may not assign these Store Terms or transfer or delegate your rights and obligations without our prior written consent. We may without restriction assign, transfer or delegate this agreement and any rights and obligations hereunder, at our sole discretion, with 30 days’ prior notice.
13.5 Applicable law. These terms will in all respects be governed and construed in accordance with the laws of the Republic of South Africa. The user submits to the non-exclusive jurisdiction of the Courts of the Republic of South Africa.
13.6 Resolving Disputes. Most of your concerns can be resolved quickly and to everyone’s satisfaction by contacting us. If we’re unable to resolve your complaint to your satisfaction (or if we haven’t been able to resolve a dispute we have with you after attempting to do so informally), you and we agree to resolve those disputes through a final and binding arbitration process South Africa. You and we agree that any dispute must be brought in the parties’ individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.
13.7 Class Action Waiver. You agree that any claim or proceeding arising from these Store Terms must be brought in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding which any related rights you hereby waive unless prohibited by law.
13.8 Information. Refreshi reserves the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce these Terms, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to user support requests; or (v) protect the rights, property or safety of us, our users and the public.
13.9 Entire agreement. These Terms constitute the entire agreement between the parties in respect of this subject matter.
13.10 Contacting each other. If you have any questions about these Store Terms please reach out to us using the contact information found on www.refreshi.co.za. Unless we say otherwise in these Store Terms, any notices we send to you will be sent to the email address you’ve provided to us in your Store Account.
All rights reserved @refreshi 2025.
