1  Website terms and conditions of use

1.1 This document sets out the terms and conditions Proto Promotional Products CC , Registration number: 2011/023782/23, 8 Techno Park, 10 Rabie Street, Vanderbijlpark. (“Terms”) of (“Proto”) pertaining to the access and use of the information, products, services and functions provided on www.protopromo.co.za (“Website”).

1.2 Should any person that accesses the Website you (“you” or “user”) disagree with any of the Terms, you must refrain from accessing the Website and/or using our services.

1.3 If you are under the age of 18, you must obtain your parents’ or legal guardians’ advance authorization, permission and consent to be bound by these Terms before purchasing any products or services.

1.4 Proto reserves the right, in its sole discretion, to amend and/or replace any of, or the whole of, the Terms. Such amendments shall supersede and replace any previous Terms and shall be made available on the Website. Each time a user accesses the Website and/or uses the services, the user shall be deemed to have consented, by such access and/or use, to the Terms, as amended and/or replaced by Proto from time to time. If your are not satisfied with the amended Terms, you should refrain from using the Website.

1.5 We will however give you prior notice where we have collected personal information from you and the purpose for which we collected that information, is affected by the intended amendment.

1.6 If there is anything in these Terms that you do not understand then please contact us as soon as possible -see clause 11 below for contact details. Please note that calls to us are charged at national rates and may be monitored for training, security and quality assurance purposes.

 

2  Content of the website

2.1 Proto reserves the right to make improvements, to change or to discontinue, without notice, any aspect or feature of the Website and any information or content on the Website.

2.2 Proto reserves the right to change and amend the products, prices and rates quoted on this Website from time to time without notice.

2.3 Proto may use the services of third parties to provide information on the Website. Proto has no control over this information and makes no representations or warranties of any nature as to its accuracy, appropriateness or correctness. The user agrees that such information is provided “as is” and that Proto and its online partners shall not be liable for any losses or damages that may arise from the user’s reliance on it, howsoever these may arise.

2.4 Proto makes no representations or warranties, whether express or implied, as to the accuracy, completeness or reliability of any information, data and/or content on the Website, including without limitation:

2.4.1 Proto does not warrant that the Website or information or downloads shall be error-free or that they shall meet any particular criteria of performance or quality. Proto expressly disclaims all implied warranties, including without limitation, warranties of merchantability, fit-ness for a particular purpose, non-infringement, compatibility, security and accuracy;

2.4.2 Whilst Proto has taken reasonable measures to ensure the integrity of the Website and its contents, no warranty, whether express or implied, is given that any files, downloads or applications available via this Website are free of viruses, or any other data or code which has the ability to corrupt, damage or affect the operation of the user’s system;

2.4.3 Proto disclaims any responsibility for the verification of any claims. Information published on this Website may be done so in the format in which Proto receives it and statements from external parties are accepted as fact.

 

3  Linked third party websites and third-party content

3.1 Proto may provide links to third party websites on the Website. These links are provided to the user for convenience purposes only and Proto does not endorse, nor does the inclusion of any link imply Proto’s endorsement of, such websites, their owners, licensees or administrators or such websites’ content or security practices and operations.

3.2 While Proto tries to provide links only to reputable websites or online partners, Proto cannot accept responsibility or liability for the information provided on other websites. Linked websites or pages are not under, nor subject to, the control of Proto. Proto is not responsible for and gives no warranties or makes any representations in respect of the privacy policies or practices of linked or any third party or advertised websites on the Website.

3.3 You agree that Proto shall not be held liable, directly or indirectly, in any way for the content, the use or inability to use or access any linked website or any link(s) contained in a linked website, nor for any loss or damage of any sort incurred as a result of any dealings with, or as the result of the presence of such third party linked websites on the Website. Any dealings that you may have with any linked websites, including advertisers, found on the Website, are solely between you and the third-party website.

 

4  Usage restrictions

The user hereby agrees that it shall not itself, nor through a third party:

4.1 copy (other than for backup, archival or disaster recovery purposes), reproduce, translate, adapt, vary, modify, lease, licence, sub-licence, encumber or in any other way deal with any part of the Website for any reason and in any manner, unless it is consistent with the intent and purpose of these Terms;

4.2 decompile, disassemble or reverse engineer any portion of the Website;

4.3 write and/or develop any derivative of the Website or any other software program based on the Website;

4.4 modify or enhance the Website. In the event of a user effecting any modifications or enhancements to the Website in breach of this clause, such modifications and enhancements shall be the property of Proto;

4.5 without Proto’s prior written consent, provide, disclose, divulge or make available to or permit the use of or give access to the Website by persons other than the user;

4.6 remove any identification, trademark, copyright or other notices from the Website;

4.7 post or transmit, by means of reviews, comments, suggestions, ideas, questions or other information through the Website, any content which is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, ob-scene, sexually-explicit, profane or hateful, or racially, ethnically or otherwise objectionable content of any kind; and/or

4.8 notwithstanding anything contained to the contrary in these Terms, use the Website for any purpose other than personal, non-commercial and information purposes.

 

5  Security

5.1 In order to ensure the security and reliable operation of the services to all Proto’s users, Proto hereby reserves the right to take whatever action it may deem necessary to preserve the security, integrity and reliability of its network and back-office applications.

5.2 You may not utilise the Website in any manner which may compromise the security of Proto’s networks or tamper with the Website in any manner whatsoever, which shall include without limitation, gaining or attempting to gain unauthorised access to the Website, or delivering or attempting to deliver any unauthorised, damaging or malicious code to the Website, all of which is expressly prohibited. Any person or entity which does so, or attempts to do so, shall be held criminally liable. Further, should Proto suffer any damage or loss, civil damages shall be claimed by Proto against the user.

5.3 Any user who commits any of the offences detailed in Chapter 13 of the Electronic Communications and Transactions Act 25 of 2002 (“ECTA”) (specifically sections 85 to 88 (inclusive)) shall, notwithstanding criminal prosecution, be liable for all resulting liability, loss or damages suffered and/or incurred by Proto and its affiliates, agents and/or partners.

 

6  Intellectual property rights

6.1 For the purpose of this clause, the following words shall have the following meanings ascribed to them:

6.1.1 “Intellectual property rights” means all and any of the rights in and to intellectual property of any nature whatsoever owned and/or controlled directly or under licence by Proto, now or in the future, including without limitation, Proto’s rights, title and interest in and to all technology, source code/s, trade secrets, logos, systems, methods, trademarks, trade names, styles, insignia, designs, patents and copyright, and all similar proprietary rights which may subsist in any part of the world, whether registered or not.

6.2 All copyright and other intellectual property rights in all content, trademarks, software, data, material, including logos, databases, text, graphics, icons, hyperlinks, confidential information, designs, agreements, and multimedia works, published on or via the Website (“proprietary material”), are the property of, or are licensed to, Proto and as such are protected from infringement by local and international legislation and treaties.

6.3 By submitting reviews, comments and/or any other content (other than your personal information) to Proto for posting on the Website, you automatically grant Proto and its affiliates a non-exclusive, royalty-free, perpetual, irrevocable right and licence to use, reproduce, publish, translate, sub-license, copy and distribute such content in whole or in part worldwide, and to incorporate it in other works in any form, media, or technology now known or hereinafter developed, for the full term of any copyright that may exist in such content. Subject to this licence, you retain any and all rights that may exist in such content.

6.4 All rights not expressly granted are reserved and no right, title or interest in any proprietary material or information contained in this Website is granted to you.

6.5 Except with Proto’s express written permission, no proprietary material from this Website may be copied or retransmitted.

6.6 Irrespective of the existence of copyright, the user acknowledges that Proto is the proprietor of all material on the Website (except where a third party is indicated as the proprietor), whether it constitutes confidential information or not, and that the user has no right, title or interest in any such material.

6.7 Proto authorises you only to view, copy, temporarily download to a local drive and to print the content of this Website, or any part thereof, provided that such content is used for personal purposes and for information purposes only, and such content is used for non-commercial purposes.

 

7  Risk, limitation of liability and indemnity

7.1 The user’s use of this website and the information contained on the website is entirely at the user’s own risk and the user assumes full responsibility and risk of loss resulting from the use thereof.

7.2 The transmission of information via the internet, including without limitation e-mail, is susceptible to monitoring and interception. The user bears all risk of transmitting information in this manner. Under no circumstances shall Proto be liable for any loss, harm, or damage suffered by the user as a result thereof. Proto reserves the right to request independent verification of any information transmitted via e-mail and the user consents to such verification should Proto deem it necessary.

7.3 To the extent permissible by law:

7.3.1 Neither Proto, its affiliates, shareholders, agents, consultants or employees shall be liable for any damages whatsoever, including without limitation any direct, indirect, special, incidental, consequential or punitive damages, howsoever arising (whether in an action arising out of contract, statute, delict or otherwise) related to the use of, or the inability to access or use the content of the website or any functionality thereof, or the information contained on the website, or of any linked website, even if Proto knows or should reasonably have known or is expressly advised thereof.

7.3.2 The liability of Proto for faulty execution of the website as well as all damages suffered by the user, whether direct or indirect, as a result of the malfunctioning of the website shall be limited to Proto rectifying the malfunction, within a reasonable time and free of charge, provided that Proto is notified immediately of the damage or faulty execution of the website. This liability shall fall away and be expressly excluded if the user attempts to correct or allows third parties to correct or attempt to correct the website without the prior written approval of Proto. However, in no event shall Proto be liable to the user for loss of profits or for special, incidental, consequential or punitive losses or damages arising out of or in connection with the website or its use or the delivery, installation, servicing, performance or use of it in combination with other computer software.

7.3.3 You hereby unconditionally and irrevocably indemnify Proto and agree to hold Proto free from all loss, damages, claims and/or costs, of whatsoever nature suffered or incurred by Proto or instituted against Proto as a direct or indirect result of:

7.3.3.1 your use of the website;

7.3.3.2 software, programs and support services supplied by, obtained by or modified by you or any third party without the consent or knowledge of Proto;

7.3.3.3 your failure to comply with any of the terms or any other requirements which Proto may impose from time to time;

7.3.3.4 the actions or requirements of any telecommunications authority or a supplier of telecommunications services or software; or

7.3.3.5 any unavailability of, or interruption in, the service which is beyond the control of Proto.

7.4 Proto makes no warranty or representation as to the availability, accuracy or completeness of the content of the website. You expressly waive and renounce all your rights of whatever nature that you may have against Proto for any LOSS suffered by you, as a result of information supplied by Proto being incorrect, incomplete or inaccurate.

 

8  Proto privacy and cookie policy

8.1 This clause 8 provides details about our Privacy and Cookie Policy, which Policy forms part of these Terms. Proto takes your privacy seriously and is committed to protecting your personal information. We use the personal information that we collect from you in accordance with this Privacy and Cookie Policy.

8.2 Personal information when used in this Policy means information that can identify you as an individual or is capable of identifying you. By personal information we don’t mean general, statistical, aggregated or anonymised information.

8.3 Your use of our services signifies your consent to us collecting and using your personal information as specified below.

8.4  How we collect information about you

You may provide personal information to us when communicating with us; if you enter a competition or participate in a promotion, we will ask for your name, address and e-mail address and any other relevant information about you, etc.

Proto only collects and processes personal information that is reasonably necessary for its business functions and activities which include but are not limited to the following instances:

  • Making an online purchase
  • Taking part in our promotions, competitions, and surveys (if applicable)

Proto may also collect personal information we already hold about you in order to learn more about you by other sources and then analysing that date together with the information we already hold about you in order to learn more about your likely preferences and interests. When you visit our websites, social media pages or mobile applications or click on our advertisements on the online media of other companies, Proto may collect information about you using technology which is not apparent to you, for example “cookies”. A cookie is an alphanumeric identifier which we transfer to your hard drive through your web browser when you visit our website. It enables our own system to recognize you when you visit our website again and to improve our service to you. Cookies may also be used to compile aggregate information about areas of our website that are visited most frequently. This information can be used to enhance the content of our website and make your use of it easier. We do not monitor which pages you looked at while visiting our website. You can disable our use of cookies by configuring your browse accordingly. In order to register for certain services or to enter competitions or promotions offered through our website from time to time Proto may also collect relevant personal information. Proto will use such information to provide the services to you. Proto may also use such information for its own internal purposes including

  • establishing and verifying your identity;
  • maintaining and updating our customer databases; and
  • marketing, product research and development purposes.

8.5 How we use your information

Proto may use your information to confirm that your orders have been received; to validate you as a customer when using our services and contacting Proto; to prevent and detect criminal activity, fraud and misuse of or damage to our services or networks; to prosecute those responsible and to contact you to invite you to form part of our consumer panel or various research groups, etc.

8.How long do we keep your information for?

The time periods for which we keep your information may vary according to the use or purpose attached to the information. Unless there is a specific legal requirement requiring us to keep your information, however, we will not keep it for longer than necessary for the purpose for which the information was collected or for which it is to be processed.

8.7  Disclosing your information to third parties

Proto may provide aggregate statistics about our sales, customers, traffic patterns and other website information to third parties, but these statistics will not include any information that could identify you.

8.8 How can you refuse or opt out of cookies?

Most browsers are set by default to accept cookies automatically, but usually you can alter the settings of your browser to prevent automatic acceptance and to prompt you every time a cookie is sent to you or to allow you to choose not to receive cookies at all.

8.9 How can you manage your privacy preferences?

If you’d like us to stop processing your information for marketing purposes, please write to us at the address set out in clause 11 below.

 

9  Confidentiality

9.1 By subscribing as a user, you agree that you shall hold in the strictest confidence and not disclose to any third-party information acquired in connection with any aspect of the products and/or services offered by Proto. You shall notify Proto should you discover any loss or unauthorised disclosure of the information.

9.2 Any information or material sent to Proto will be deemed not to be confidential, unless otherwise agreed in writing by the user and Proto.

 

10  Breach or cancellation by Proto

10.1 Proto is entitled without notice, in addition to any other remedy available to it at law or under these Terms, including obtaining an interdict, to cancel these Terms, limit or deny such user use of the Website and services, or to claim specific performance of any obligation whether or not the due date for performance has arrived, in either event without prejudice to Proto’s right to claim damages, should any user:

10.1.1 breach any of these Terms;

10.1.2 in the sole discretion of Proto, use the Website in an unauthorised manner; or

10.1.3 infringe any statute, regulation, ordinance or law.

10.2 Breach of these Terms entitles Proto to take legal action without prior notice to the user and the user agrees to reimburse the costs associated with such legal action to Proto on an attorney and own client scale.

 

11             Compliance with section 43(1) of ECT Act

In compliance with section 43(1) of the ECT Act, the following is noted:

11.1 Full name: Proto Promotional Products CC

11.2 Registration number: 2011/023782/23

11.3 Physical address: 8 Techno Park, 10 Rabie Street, Vanderbijlpark.

11.4 Telephone number: 016 931 3911/2

11.5 Website address: www.protopromo.co.za

11.6 E-mail address: web@protopromo.co.za / sales@protopromo.co.za

11.7 Names of office bearers: Dalene van Staden / Elana van Staden

11.8 Registered at: Vanderbijlpark

 

12.  Compliance with laws

You shall comply with all applicable laws, statues, ordinances and regulations pertaining to your use of and access to this Website. This website is governed by the laws of South Africa. Proto chooses as its domicilium citandi et executandi for all purposes under this agreement, whether in respect of court process, notice, or other documents or communication of whatsoever nature, 8 Techno Park, 10 Rabie Street, Vanderbijlpark and cc web@protopromo.co.za

 

13.  Notices

Except as explicitly stated otherwise, any notices shall be given by email to web@protopromo.co.za (in the case of Proto) or to the e-mail address you have provided to Proto (in your case), or such other address that has been specified. Notice shall be deemed given 48 (forty eight) hours after an email is sent, unless the sending party is notified that the email address is invalid. Proto chooses as its domicilium citandi et executandi for all purposes under this agreement, whether in respect of court process, notice, or other documents or communication of whatsoever nature, 8 Techno Park, 10 Rabie Street, Vanderbijlpark and cc web@protopromo.co.za .Proto may give you notice by registered mail, postage prepaid and return receipt requested, to the address which you have provided to Proto. In such case, notice shall be deemed given 7 (seven) days after the date of mailing.

 

14. Pricing

We will take all reasonable efforts to ensure that prices reflected on the website are accurate. Prices are quoted in South African Rand and exclude Value-Added Tax (VAT). Special promotions may be limited to separate offer conditions and stipulations.

 

15. Availability of Products

From time to time, some Products may be out of stock or are unavailable and we may not be able to fulfil all or part of your Order. If this happens, we will refund you the price paid for the Products impacted. We may withdraw or suspend from sale any Product displayed on the Website, either temporarily or permanently, at any time. Proto will not be liable to you for any loss you or any third party suffer as a result of a withdrawal or suspension of sale of a particular Product.
Where a Product which is the subject of an Order has been withdrawn or suspended from sale and your payment for the Product has already been processed, we will refund any money paid to you.
Proto reserves the right not to honour any incorrect offers represented on the Website made by genuine human or system error. Where your Order is affected by an error on the Website (for example, in a description, an image, Price or otherwise), we will reject that part of the Order affected by the error. You will be refunded the value of that part of your Order affected by the error and Proto will fulfil the remainder of your Order. If you are not satisfied with the partial fulfilment of your Order, you can return your Order to us under the Returns Policy. If your Order is affected by a genuine error (including in a description, an image or a Price), we reserve the right to cancel your Order and refund any money paid to Proto.

You acknowledge and agree that:

all pictures and images of Products displayed are for illustrative purposes only;
• any accessory featured with the Products is for illustrative purposes only, and may be sold separately;and
• where we provide dimensions and measurements in the description of a Product, the dimensions may vary slightly in real life, and it is your responsibility to ensure that the actual size of each Product is suitable for your purpose prior to submitting your Order (including whether there is appropriate and safe access to your Delivery Address for delivery of the Product).

 

16. Ordering Promotional Products

16.1 We endeavour to have all displayed items in stock at all times, however due to circumstances beyond our control, there may be a delay in updating the stock levels on our website. Should an item you have ordered not be in stock, you will be contacted by our online team.

16.2 Items which are not in stock may soon become available, however if you do not wish to wait we will offer you your choice of another product or refund you in full.

16.3 Proto cannot be held responsible for incorrect product selection.

16.3.1  The customer acknowledges that it is its sole responsibility to determine that the products ordered are suitable or correct for the purposes of the intended use of the products by the customer and/or its customers.

16.3.2 Products are subject to availability and are subject to any increases in the cost price for whatever reason to Proto before acceptance of the order.

16.3.3 Orders are subject to stock availability at the time of confirming the order.  Stock changes on a daily basis and therefore stock availability cannot be guaranteed.

16.3.4 Proto shall be entitled to reasonably refuse any order placed by the customer and shall under no circumstances be liable to the customer if for any reason Proto refuses to accept, fails to deliver and/or fails to deliver timeously any order or part thereof placed with Proto by the customer.

 

17. Purchase Samples

17.1 The Customer is solely responsible for determining that the goods purchased are suitable for the purposes they intend to use it for. For this reason, we strongly recommend that the Customer views or purchases samples.

17.2 Samples can be purchased through your Account Manager and collected from our showroom within 5 working days of invoice.

17.3 Samples not collected within 5 working days of invoice or if not paid and collected within this time, will be cancelled.

17.4 Return of samples is subject to the following in order for a refund to be processed –Samples must be returned in original condition as well as original undamaged packaging within 3 working days.

17.5 The original invoice relevant to the samples needs to accompany the returned goods before a credit note will be issued and a refund effected.

17.6 Damage to any part of samples or packaging will result in samples not being accepted for return.

17.7 We do not take returns of memory sticks, earphones and power bank samples.

17.8 The artwork, designs and trademarks imprinted on the products displayed herein are reproduced only as examples of the type and quality of branded products available. They are not intended to represent that the products are either endorsed by or produced for the owners of the artwork, design or trademark.

 

18. Payments

18.1 Payment may be made via Visa, MasterCard, Diners or American Express Cards or by bank transfer into Proto’s bank account, the details of which will be provided on request

 

19. Card acquiring and security

Card transactions will be acquired for Proto via PayGate (Pty) Ltd who are the approved payment gateway for all South African Acquiring Banks. DPO PayGate uses the strictest form of encryption, namely Secure Socket Layer 3 (SSL3) and no Card details are stored on the website. Users may go to www.paygate.co.za to view their security certificate and security policy.

 

 

20. Customer details separate from card details

Customer details will be stored by Proto separately from card details which are entered by the client on DPO PayGate’s secure site. For more detail on DPO PayGate refer to www.paygate.co.za.

 

21. Merchant Outlet country and transaction currency

The merchant outlet country at the time of presenting payment options to the cardholder is South Africa. Transaction currency is South African Rand (ZAR).

 

22. Delivery and collection

22.1 Orders must be collected within 7 workings days from the order being ready for collection (unless alternative arrangements have been made). Orders not collected within 7 working days will be deemed to be cancelled and will be returned to stock or sold to offset our costs.

22.2 Should the customer require the goods to be insured, the customer will be liable for the payment of such insurance upon dispatch of the goods by Proto. Requests to insure goods must be made in writing and accepted by Proto.

22.3 Delivery times quoted are estimates and are not binding on Proto until the job is in production.

22.4 Any third party, other than that appointed by Proto, engaged in transporting the goods shall be deemed to be the agent of the customer irrespective of which party gave instructions to or paid such third party.

22.5 Damaged or missing products need to be advised in writing to your Proto Account Manager within 24 hours of receiving the goods.

22.6 Goods delivered in damaged packaging, or the external box shows proof of being tampered with, needs to be indicated on the delivery slip when signing for the delivery of the goods. This must be forwarded to Proto within 24 hours and if possible, a picture to be forwarded of the damaged packaging.

22.7 If items have to be re-delivered because they were refused, undeliverable or unclaimed due to incorrect address details provided by the client, the client will be billed and held liable for any additional delivery costs.

22.8 Proto shall be entitled in its sole discretion to split the delivery of the products ordered in the quantities and on the dates, it decides.

22.9 Subject to stock availability and receipt of payment, orders will be processed and can be collected or delivered door to door by our courier company within 6 – 8 working days. Orders received over the weekend or on a Public Holiday will be processed on the next working day. During busy times your order may take longer to process, and we thank you for your patience. We are unable to deliver to PO Boxes. Please note that outlying areas may incur an additional 5 days in transit.

22.10   For cross-border orders, please contact us directly to arrange delivery at an additional charge. *Some fragile items will incur additional shipping charges depending on the destination. We are unable to give advice on any duties or local taxes. Prices shown do not include any local duties or taxes.

 

23. Errors

We shall take all reasonable efforts to accurately reflect the description, availability, purchase price and delivery charges of Goods on the Website. However, should there be any errors of whatsoever nature on the Website (which are not due to our gross negligence), we shall not be liable for any loss, claim or expense relating to a transaction based on any error, save – in the case of any incorrect purchase price – to the extent of refunding you for any amount already paid, or otherwise as set out in the Returns Policy.

 

24. Complaints

If you have a complaint about the goods or services provided by us or require information regarding our internal complaints-handling process, please get in touch with us via our e-mail address web@protopromo.co.za

 

25.General clauses

25.1 These Terms shall be governed in all respects by the laws of the Republic of South Africa as such laws are applied to agreements entered into and to be performed within South Africa.

25.2 This Website is controlled, operated and administered by Proto from its offices within the Republic of South Africa. Proto makes no representation that the content of the Website is appropriate or available for use outside of South Africa. Access to the Website from territories or countries where the content of the Website is illegal is prohibited. Users may not use this Website in violation of South African export laws and regulations. If the user accesses this Website from locations outside of South Africa, that user is responsible for compliance with all local laws.

25.3 Proto does not guarantee continuous, uninterrupted or secure access to our services, as operation of our Website may be interfered with as a result of a number of factors which are outside of our control.

25.4 If any provision of these Terms is held to be illegal, invalid or unenforceable for any reason, such provision shall be struck out from these Terms and the remaining provisions shall be enforced to the full extent of the law.

24.5 Proto’s failure to act with respect to a breach by you or others does not constitute a waiver of our right to act with respect to subsequent or similar breaches.

25.6 You shall not be entitled to cede your rights or assign your rights or delegate your obligations in terms of these Terms to any third party without the prior written consent of Proto.

25.7 No party shall be bound by any express or implied term, representation, warranty, promise or the like not recorded herein, whether it induced the contract and/or whether it was negligent or not.

25.8 The head notes to the paragraphs to these Terms are inserted for reference purposes only and shall not affect the interpretation of any of the provisions to which they relate.

25.9 Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include females and words importing persons shall include partnerships and corporate and unincorporated entities.

25.10 These Terms set forth the entire understanding and agreement between Proto and you with respect to the subject matter hereto.