STANDARD TERMS OF SERVICE

To comply with the Consumer Protection Act, 2008 (the “CPA”), certain portions of these Terms have been written in bold to draw your attention to such provisions, as they:

limit in some way the risk of liability of us or any other person;

constitute an assumption of risk or liability by you;

impose an obligation on you to indemnify us or any other person; or

constitutes an acknowledgement of a fact by you.

If you continue to use our service, we will regard that you have read and understood the implications of the terms printed in bold.

We will not be bound by any paragraphs written in blue. Instead, these paragraphs function as an explanation of the binding clauses above them.

1.QUOTATION AND PACKAGES

Quotations

  1. We will first provide you with a written quotation for the services required.
  2. Each quotation is incorporated into this Agreement by reference.
  3. Each quotation will include:
    1. the commencement date of the services;
    2. the term that the services will be provided;
    3. a description of the services;
    4. the fees that you must pay us for the services; and
    5. any costs that are not included in the fees.
  4. If there is a conflict between the quotation and this Agreement, the quotation will prevail.
  5. Until you accept the quotation, we will not be required to provide any service.
  6. All quotations given by us will be valid for 30 days.

2. FINANCIAL ASPECTS

  1. Fees will be invoiced and payable in South Africa Rands.
  2. Unless otherwise specified in a quotation, all third-party expenses that we have to incur to provide the service to you will be our responsibility.
  3. An invoice must be paid within 3 business days of submission.

3. YOUR OBLIGATIONS

  1. You must promptly make decisions and provide us with all information required to provide the services.
  2. If you do not provide us with the required information within 30 days of the initial request, we may terminate the Agreement.

4.DATA PROCESSING UNDERTAKINGS

  1. We will process any personal information per our privacy policy.
  2. We also undertake to:
    1. only process personal information as specifically instructed by you;
    2. not further process or disclose the personal information without your consent;
    3. keep the personal information confidential and not disclose it, unless any disclosure is required by law or to perform our mandate;
  3. secure the integrity and confidentiality of the personal information in our possession or under our control by taking appropriate, reasonable technical and organisational measures to prevent loss, damage, unauthorised destruction, unlawful access to or processing of the personal information;
  4. have in place measures to identify all reasonably foreseeable internal and external risks to personal information in our possession or under our control;
  5. establish and maintain appropriate safeguards against the risks identified in 4.4;
  6. regularly verify that the safeguards in 4.5 are effectively implemented; 
  7. ensure that the safeguards in 4.5 are continually updated in response to new risks or deficiencies in previously implemented safeguards;
  8. have in place generally accepted information security practices and procedures which are expected of us generally or in terms of the specific industry or professional rules and regulations, to which we or you are subject;
  9. where it is allowed to transfer the personal information onwards to any third party for the purposes of performing our mandate have in place written arrangements which compel a third party to respect and maintain the confidentiality and security of the personal information in compliance with POPI;
  10. remedy any security breach within reasonable time, and provide you with the details of the security breach and the measures that that we intent to take or have taken to address the security compromise; and
  11. notify you immediately where we have reasonable grounds to believe that the personal information, which has been provided to us, has been accessed or acquired by any unauthorised person.

5.PUBLICITY

  1. You give us consent to publish your name and logo for marketing purposes.
  2. You give us consent to send you marketing materials including but not limited to monthly newsletters until such time as you unsubscribe from any of the marketing materials received.

6.FEEDBACK

  1. If you provide us with ideas, comments or suggestions relating to the services (the “Feedback”):
    1. all intellectual property rights in that Feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), will be solely owned by us; and
    2. we may use or disclose the Feedback for any purpose.

7.CONFIDENTIALITY

  1. We will not disclose any information exchanged between us to any third party without first obtaining written consent from you.
  2. If the law or a regulatory body requires the disclosure of information in 7.1, we must consult with each other, if entitled to by law, before complying with such requirement.
  3. The provisions of 7 do not apply to the disclosure of information to our employees, contractors or representatives whose function requires them to have the information provided.
  4. All persons to whom information is disclosed as per 7.3 will receive instructions to treat the information as confidential.
  5. The provisions of 7 will survive the failure or termination of this Agreement.

8. FORCE MAJEURE

  1. We will not be liable to you for any failure or delay to perform our obligations to the extent caused by events beyond our reasonable control and includes events or acts of:
    1. terrorism;
    2. fires, floods and earthquakes and other elements of nature;
    3. riots, civil disorders;
    4. pandemics;

or any other such similar events.

  1. If we are prevented from carrying on our contractual obligations due to an event as contemplated above lasting continuously for a period of [●] days, then we must consult with each other regarding the future implementation of the Agreement.
  2. If no mutually acceptable arrangement is arrived at within a period of [●] days after the period in 8.2, then we will be entitled to terminate the Agreement on written notice to you.

9. NO WARRANTIES

  1. You acknowledge the services are provided on an “as is” and “as available” basis.
  2. We do not provide any express or implied warranties, including the warranties of fitness for a particular purpose or non-infringement of rights.

Important notice

This clause is an acknowledgement by you.

The effect of this clause is that you will not be able to say at a later stage that we never told you that we do not provide any warranties about the services.

10. THIRD-PARTY WEBSITES

  1. You exempt us from any liability that may arise from any product or service advertised or offered by a third party through our website.

11. LIMITATION OF LIABILITY

  1. We, our representative, employees or agents will not be liable for indirect, incidental, special or consequential losses or damages due to your use of the services.

Important notice

The nature of this clause is an exemption of liability.

The effect of this clause is that if you sustain damages or suffer a loss as a result of the use of the services, you cannot claim the listed damages or losses from us.

12. ALTERNATIVE DISPUTE RESOLUTION

  1. If there is a dispute between us relating to this Agreement, we must first refer the dispute to mediation under the AFSA Mediation Rules.
  2. If the mediation is unsuccessful, we must proceed with arbitration proceedings as per the AFSA Arbitration Rules.

13. DUE PAYMENTS

  1. If any amount payable by you is overdue by more than 30 days, we reserve the right to cancel the agreement and you must pay all costs and expenses (including legal fees on an attorney and own client scale) that we have to incur in connection with the enforcement of, or the preservation of any rights under this Agreement.

14. TERMINATION DUE TO FINANCIAL REASONS OR CORRUPTION

  1. We are entitled to terminate the Agreement between us with immediate effect if you:
    1. are deemed by any authority or legislation to be unable or admits inability to pay your debts as they fall due;
    2. suspend making payments on any of your debts;
    3. by reason of actual or anticipated financial difficulties, commences negotiations with one or more of your creditors with a view to rescheduling any of your indebtedness;
    4. commit any offence in respect of corruption or corrupt activities as specified in the Prevention and Combatting of Corrupt Activities Act No. 12 of 2004.

15. TERMINATION DUE TO VIOLATION OF TERMS

  1. We have the right to terminate your access to the use of the services without notice if we believe that you have violated these Terms.
  2. You exempt us from any liability if we terminate your access to the services as contemplated in 15.1.
  3. If we terminate your access as contemplated in 15.1, you must also indemnify us from any claims that may arise from third parties resulting from us terminating your service.

Important notice

This clause is an exemption of liability and an obligation to indemnify us in certain circumstances.

The effect of this clause is that you cannot claim any amount from us if we exercise our rights per 13.1. In addition, you will also need to compensate us if we have to pay any third party that brings a claim against us resulting from our termination of your services.

16. GENERAL

  1. The Agreement is governed by and must be interpreted according to the laws of the Republic of South Africa.
  2. A waiver must be in writing and signed by the waiving Party to waive a right under the Agreement.
  3. Any variation to the Agreement must be in writing and signed by both Parties.
  4. A Party must deliver a notice under the Agreement via email to an email address notified by the other Party for this purpose.
  5. A notice will be accepted as given if sent by email on the same day of transmission with a receipt confirming the successful completion of the transmission.
  6. Any illegality, unenforceability, or invalidity of a provision of the Agreement does not affect the legality, enforceability or validity of the remaining provisions of the Agreement.
  7. This Agreement is for the Parties and their permitted successors and assigns, and is not for any other person, nor may any other person enforce any provision.
  8. The Agreement sets out everything agreed by the Parties and supersedes anything discussed, exchanged, or agreed before the Agreement’s start.
  9. Neither Party may assign, subcontract, or transfer any right or obligation under the Agreement without the prior written approval of the other.
  10. The Agreement is governed by and must be interpreted according to the laws of the Republic of South Africa.
  11. A waiver must be in writing and signed by the waiving Party to waive a right under the Agreement.
  12. Any variation to the Agreement must be in writing and signed by both Parties.
  13. A Party must deliver a notice under the Agreement via email to an email address notified by the other Party for this purpose.
  14. A notice will be accepted as given if sent by email on the same day of transmission with a receipt confirming the successful completion of the transmission.
  15. Any illegality, unenforceability, or invalidity of a provision of the Agreement does not affect the legality, enforceability or validity of the remaining provisions of the Agreement.
  16. This Agreement is for the Parties and their permitted successors and assigns, and is not for any other person, nor may any other person enforce any provision.
  17. The Agreement sets out everything agreed by the Parties and supersedes anything discussed, exchanged, or agreed before the Agreement’s start.
  18. Neither Party may assign, subcontract, or transfer any right or obligation under the Agreement without the prior written approval of the other.