TERMS OF SERVICE
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE YOU PROCEED
1. These terms
1.1. These are the terms and conditions (“Terms of Services”) relevant to the Services we supply. These Terms of Services refer to the following additional terms which also apply to your use of our Services:-
1.2. The above terms and conditions and policies are hereby incorporated by reference and together are the agreement (“Agreement”) between us and you. If there is any conflict between the above terms and conditions/policy and the Terms of Services, the latter will prevail;
1.3. All information that are incorporated by using hyperlinks and / or other methods of reference form part of these Terms and Conditions of Supply (see section 11(3) of the ECT Act);
1.4. Why you should read them. Please read these terms carefully before you use our Services. These terms, unless otherwise specified under Service specific terms conditions (Service Specific T&Cs), tell you who we are, how we will provide Services to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.
1.5. For purposes of the supply of Services via the E-Zi Platform, including submission of mandates or orders no electronic signature is required; the mere sending of data messages (see definition under the ECT Act) or click on “I accept” or “Submit” demonstrates your acknowledgement and agreement to these Terms of Services and Service Specific T&Cs (where applicable) for each Service.
2. Information about us and how to contact us
2.2. How to contact us. To contact us, please use the contact information as per our Contact Us page.
2.3. How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the address (electronic, physical or postal) you provided to us or such electronic communication facility as we may make available to you.
2.4. “Writing” includes data messages. When we use the words “writing” or “written” in these terms, this includes data messages (as defined by the ECT Act), including but not limited to emails. You acknowledges that all agreements, authorization or request on the Zuydam online Services facility (“E-Zi Platform”) satisfy the “writing” requirement as per section 12 of the ECT Act.
3. Your SERVICE ACCOUNT
3.1. In order to select, order and use our Services, you must register for and maintain an active personal user Services account (“Service Account“).
3.2. You may only have one Service Account.
3.3. You must be 18 years and older to obtain a Service Account. Where you register on the E-Zi Platform, on behalf of a juristic person (i.e. company, trust or Close Corporation) you will have to be authorised to act on behalf of said person. By submitting your Service Account request or any subsequent Service orders, you warrant that you have the required authorisation and will indemnify us against any claim where you have utilised the Services without the necessary authorisation. We have the right to request proof of your authorisation at any time;
3.4. To register as a user, you must provide a unique username and password. You will need to use your unique username and password to access the E-Zi-Platform in order to acquire Services.
3.5. You agree and warrant that your username and password shall:
3.5.1. be used for personal use only; and
3.5.2. not be disclosed by you to any third party.
3.6. For security purposes you agree to enter the correct username and password whenever ordering Services, failing which you will be denied access.
3.7. You agree to notify us immediately upon becoming aware of or reasonably suspecting any unauthorised access to or use of your username and password and to take steps to mitigate any resultant loss or harm.
3.8. Service orders require you to submit to us certain information about yourself or a third party (where you act no behalf of the parties). You agree:-
3.8.1. To provide and maintain accurate, complete, and up-to-date information in your Service Account or in the submission of your order.
3.8.2. That your failure to submit, maintain accurate, complete, and up-to-date Service Account information or order information, may result in your inability to access and use the Services;
3.8.3. That we may use the information you provide us with to submit to our selected service provider to verify who you are, including but not limited to verify whether your account details submitted to us are accurate or not.
3.9. Verification information: In certain instances you may be asked to provide additional information, i.e. proof of identity or valid banking details to access or use the Services. The additional information shall only be utilised to verify your identity or banking details. You agree that you may be denied access to or use of the Services or part thereof if you refuse to provide the requested information.
3.10. You are responsible for all activity that occurs under your Service Account, and you agree to maintain the security and secrecy of your Service Account details at all times. You may not authorize third parties to use your Service Account.
3.11. You agree that, once the correct username and password relating to your Service Account have been entered, irrespective of whether the use of the username and password is fraudulent or unauthorised, you will be liable for any activity that occurs under Your Service Account, including but not limited to payment of an order, save where the order is cancelled by you in accordance with these Terms of Services.
3.12. If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at: firstname.lastname@example.org
3.13. You may not assign or otherwise transfer your Service Account to any other person or entity.
3.14. Submission of your information for purposes of the Service Account or any subsequent Service order does not automatically give you the right to access the Services. We have the right not to grant you access to a Service Account or Services (see below) or to revoke such right and disable any user identification code, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms of Service.
4. Our contract with you
4.1. The offer:
4.1.1. Our Services on the E-Zi Platform is our invitation to you to do business;
4.1.2. Your order for a Service constitutes an offer by You to acquire the Service from us.
4.2. Shopping Chart: Placing a Service in a wish list or the shopping chart without completing the purchase cycle does not constitute an order for such Service, and as such, Services may be removed from the shopping chart if it is no longer available or the price thereof might change without notice to You. You cannot hold us liable if such Services that are not available or are not available at the particular price when You complete or attempt to complete the purchase cycle at a later stage.
4.3. How we will accept your order. Our acceptance of your order will take place on receipt of your payment and/or when we email you confirmation of our acceptance, at which point a contract will come into existence between you and us for the particular Service (“commencement date” for that particular Service only). It is important to note that each Service order and accepted by us shall be seen as a separate contract.
4.4. If we cannot accept your order. If we are unable to accept your order (even after receipt of payment), we will inform you of this and will not charge you for the Service. This might be because of changes to the Service or unexpected limits on our resources which we could not reasonably plan for or because we have identified an error in the price or description of the Services or because we are unable to meet a delivery deadline or performance date you have specified.
4.5. Your order number. We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.
4.6. TAKE NOTE: Service Specific terms and conditions: certain Services may have additional terms and conditions that will apply. Those terms and conditions (“Service Specific T&C”) will be presented to you prior to submitting your order (and may include additional documentation / engagement letters / mandates to be completed) and should be read with these Terms of Services; together it will form the contract between us. Insofar as any term and condition in a Service Specific T&C &Cs conflicts with these Terms of Services in respect of-
4.6.1. the description of the Services (including but not limited to pricing, specifications, service levels or limitation of liability), the terms and conditions in the Service Specific T&Cs shall prevail;
4.6.2. any other matter, the Terms of Services shall prevail.
4.7. We only provide Services in South Africa. The E-Zi Platform and associate services are solely for the promotion of our Services in South Africa.
4.8. TAKE NOTE: there might be certain Services where certain third party terms and conditions will apply, which terms and conitions will be presente to you prior to your payment for the Services, including but not limited to for example the Accounting Services where the Services will be made available vir the Xero software, which software use will be subject to the Xero end user license agreement. We have no edit rights to the EULA – we recommend that you read the EULA before you use it.
5. Your rights to make changes
5.1 Before submission of order: Before you submit your order you will be allowed to make changes to your selection of Services;
5.2 After submission of order: If you wish to make a change to the Services you have ordered please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the Services, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.
6. Our rights to make changes
6.1. Minor changes to the Services. We may change the Services:
6.1.1. to reflect changes in relevant laws and regulatory requirements; and
6.1.2. to implement minor technical adjustments and improvements. These changes will not affect your use of the Services.
6.2. More significant changes to the Services and these terms (subsequent to the commencement date of our Services). In addition, as we informed you in the description of services on our website, we may make the changes to these Terms or the Service, but if we do so we will notify you and you may then contact us to end the contract and receive a full refund (pro rata for the period not utilised) before the changes take effect.
7. Provision of OUR services
7.1. Services may vary slightly from their description. The information on the E-Zi Platform is for general information purposes. Although we have made every effort to display the correct content, we cannot guarantee that the content is 100% accurate. For more detailed information about our Services you can contact us.
7.2. Provision of Information: You must provide information to us subject to the Acceptable Use Policy to ensure proper provision of the Services. The Services will only work effective when the information you provide us are accurate; it is your responsibility to ensure that the information if accurate;
7.3. Availability of Services: Subject to the terms of this Terms of Services, Services will only be made available subsequent to receipt of all relevant information and/or documentation required per Service (as guided by us during the order process or at any subsequent phase or stage of the particular Services). Where engagement with third party service providers (on your behalf) is required, i.e. efiling.; your agreement to these Terms of Services will constitute your mandate to us to execute the necessary Services on your behalf, alternatively you may be asked to sign an additional mandate and return it to us in the format as requested from time to time;
7.4. When we will provide the Services. Unless otherwise stipulated in the Service Specific T&Cs the following will apply:-
7.4.1. If the Services are once-off services. We will begin the Services on the date set out in the order, alternatively the date agreed with you during the order process. The estimated completion date for the Services is as confirmed to you during the order process / as specified under the Service Specific T&Cs.
7.4.2. If the Services are ongoing services. We will supply the Services to you until either the services are completed or the subscription expires (if applicable) or you end the contract as described in clause 8 or we end the contract by written notice to you as described in clause 10.
7.5. Delays outside our control: We are not responsible for delays outside our control. If our supply of the Services is delayed by an event outside our control then we will contact you as soon as reasonably possible to let you know and will take steps (where reasonably possible) to minimise the effect of the delay, i.e. Secretarial Services we rely on CIPC and for tax services, we reply the South African Revenue Services.
7.6. Service delivery location: It is deemed that all Services are delivered at our Premises;
7.7. Service delivery time: We shall deliver the Services during business hours (08:00 – 17:00, excluding Public Holidays and weekends); it is your responsibility to ensure that the address is correct;
7.8. Your legal rights if we deliver late. You have legal rights if we deliver any Services more than 30 (thirty) days subsequent to the agreed delivery date (excluding those services that are subject to third-party services, i.e. Xero Accounting), to:-
7.8.1. Accept the performance at the new date and time; or
7.8.2. Require the performance at the agreed date and time, if that date and time has not yet passed; or
7.8.3. cancel the contract without penalty with a 7 (seven) days written notice and treat the contract as at an end straight away; or
7.8.4. Setting a new deadline for delivery. If you do not wish to treat the contract as at an end subsequent to the above 7 days written notice, or selected to accept the delivery or performance at the date and time, you can give us a new deadline for delivery, which must be reasonable, and you can treat the contract as at an end if we do not meet the new deadline.
7.9. Unable to supply Services ordered: if we are unable to perform in terms of the contract on the grounds that the Services ordered are unavailable, we will notify you of this fact and refund any payments within 30 days after the date of such notification.
7.10. What will happen if you do not give required information to us. We may need certain information from you so that we can provide the Services as requested by you, for example, your tax number or gross salary details. If so, this will have been stated in the description of the Services on our E-Zi Platform. We will contact you to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and clause 10.2 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the Services late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.
7.11. Reasons we may suspend the supply of Services to you. We may have to suspend the supply of a Services to:
7.11.1. deal with technical problems or make minor technical changes;
7.11.2. update the Services to reflect changes in relevant laws and regulatory requirements;
7.11.3. make changes to the Services as requested by you or notified by us to you (see clause 6)
7.12. Your rights if we suspend the supply of Services. We will contact you in advance to tell you we will be suspending supply of the Services, unless the problem is urgent or an emergency. If we have to suspend the Services we will adjust the price so that you do not pay for Services while they are suspended. You may contact us to end the contract for a Service if we suspend it, or tell you we are going to suspend it, in each case for a period of more than 30 (thirty) days and we will refund any sums you have paid in advance for the Service in respect of the period after you end the contract.
7.13. We may also suspend supply of the Services if you do not pay. If you do not pay us for the Services when you are supposed to (see clause 12.5) and you still do not make payment within 7 (seven) days of us reminding you that payment is due, we may suspend supply of the Services until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the Services. We will not suspend the Services where you dispute the unpaid invoice (see clause 12.8). We will not charge you for the Services during the period for which they are suspended, however if there are any underlying costs involved (i.e. third party providers) that we have to incur for purposes of the Services, then you will be responsible for those costs during the suspension period. As well as suspending the Services we can also charge you interest on your overdue payments (see clause 12.7).
8. Your rights to end the contract
8.1. You can always end your contract with us. Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the contract:
8.1.1. If what you have bought or acquired is mis described you may have a legal right to end the contract (or a service re-performed or to get some or all of your money back), see clause 11;
8.1.2. If you want to end the contract because of something we have done or have told you we are going to do, see clause 8.2;
8.1.3. If you have just changed your mind about the Services, see clause 8.3. You may be able to get a refund if you are within the cooling-off period (if applicable – see clause 8.3 below), but this may be subject to reasonable deductions;
8.1.4. In all other cases (if we are not at fault and there is no right to change your mind), see clause 8.4.
8.2. Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at 8.2.1 to 8.2.6 below the contract will end within 7 (seven) days from receipt of your written notice and we will refund you in full for any Services which have not been provided and you may also be entitled to compensation. The reasons are:
8.2.1. we have told you about an upcoming change to the Service or these terms which you do not agree to (see clause 6.2);
8.2.2. we have told you about an error in the price or description of the Service you have ordered and you do not wish to proceed;
8.2.3. there is a risk that provision of the Services may be significantly delayed because of events outside our control;
8.2.4. we have suspended supply of the Services technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 30 (thirty) days;
8.2.5. you have a legal right to end the contract because of something we have done wrong (including because we have delivered late (see clause 7.8)]; or
8.2.6. we are unable to perform the requested Service within 30 (thirty) days after the day on which the Contract was concluded for the specific Service, unless we have agreed otherwise.
8.3. Exercising your right to change your mind (Electronic Communications and Transactions Act 25 of 2002). For most Services acquire online you have a legal right to change your mind within 7 days after the date of the Contract for a specific Service (“Cooling-off period”). The following will apply in terms of the Cooling-off period:-
8.3.1. The Cooling-off period will not apply if any of the products or services are listed under section 42(2) of the ECT Act including any products which become mixed inseparably with other items after their delivery.
8.3.2. IMPORTANT – TAKE NOTE: the Cooling-off Period will NOT apply to Services which began with your consent before the end of the Cooling Off Period or for financial services. If you cancel after we have started the services, you must pay us for the services provided up until the time you tell us that you have changed your mind.;
8.3.3. Where a Cooling off Period apply you will have to notify us in writing; such notice to be received by us within the Cooling-off period;
8.3.4. we may charge you reasonable costs and expenses actually incurred by us between the commencement date and date of receipt of your above notice;
8.3.5. were you have made payment to us already we will refund you the amount paid minus any costs as stated under 8.3.4 above within 30 days from date of cancellation.
8.4. Ending the contract where we are not at fault and there is no right to change your mind. If you do not have any other rights to end the contract (see clause 8.1), you can still contact us before it is completed and tell us you want to end it. If you do this the contract will end immediately and we will refund any sums paid by you for products or services not provided but we may deduct from that refund (or, if you have not made an advance payment, charge you) a reasonable compensation as compensation for the net costs and expenses we will incur as a result of your ending the contract.
9. How to end the contract with us (including if you have changed your mind)
9.1. Tell us you want to end the contract. To end the contract with us, please let us know by doing one of the following:
9.1.1. Phone or email. Call customer services on 021 913 9745 or email us at email@example.com. Please provide your name, home address, details of the order and, where available, your phone number and email address. Although you may call us to end a contract, the contract will only be terminated subsequent to receipt of a written instruction.
9.1.2. Online. Complete the www.e-zi.co.za/contact-us on our website.
9.1.3. By post. post it to us at the address on the form. Or simply write to us as that address, including the information required in the form.
9.2. Termination of a Service.
9.2.1. Termination of any Specific Service shall not automatically terminate other contracts in terms of other Specific Services you have selected via the E-Zi Platform (take note: each Specific Service you selected and agreed to establishes a separate contract between us);
9.2.2. Termination of these Terms of Services, that grant you access to the E-Zi Platform, will result in termination of all the contracts that relate to the Specific Services you may have selected. TAKE NOTE: If you cancel the Terms of Services and all other contracts are cancelled accordingly we will not be liable for any late delivery or non-performances under any of the Service Specific contracts.
9.3. How we will refund you (where you must be paid a refund). We will refund you the price you paid for the Service, by the method you used for payment. However, we may make deductions from the price, as described below.
9.4. Deductions from refunds. If you are exercising your right to change your mind, we may deduct from any refund an amount for the supply of the Service for the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the contract.
9.5. When your refund will be made. We will make any refunds due to you as soon as possible but no later than 30 (thirty) days from you telling us you have changed your mind.
10. Our rights to end the contract
10.1. We may end the contract for a Specific Service at any time by writing to you if:
10.1.1. you do not make any payment to us when it is due and you still do not make payment within 7 (seven) days of us reminding you that payment is due;
10.1.2. you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the Services;
10.1.3. you do not comply with this Agreement;
10.2. Unless otherwise agreed to under any Service Specific T&Cs, if we end the contract in the situations set out in clause 10.1, we will refund any money you have paid in advance for Specific Services we have not provided but we may deduct or charge you a reasonable compensation for the net costs we will incur as a result of your breaking the contract. However – if you have agreed to a minimum Service term and where the Services rely on third party service provider (i.e. Xero for accounting purposes), you may still be require to pay the balance on the contract.
10.3. We may withdraw the Service. We may write to you to let you know that we are going to stop providing the Service (where the service has not been delivered in full). We will let you know at least 10 (seven) days in advance of our stopping the supply of the service and will refund any sums you have paid in advance for service which will not be provided.
11. If there is a problem with the SERVICE
11.1. How to tell us about problems. If you have any questions or complaints about the service, please contact us first. You can telephone our customer service team at 021 913 9745 or write to us at firstname.lastname@example.org.
11.2. Summary of your legal rights. We are under a legal duty to supply services that are in conformity with this contract. See the box below for a summary of your key legal rights in relation to the Service where the Consumer Protection Act 68 f 2008 will apply (i.e. if you are a consumer). Nothing in these terms will affect your legal rights.
Summary of your key legal rights
This is a summary of your key legal rights. These are subject to certain exceptions.
If your product is services, the Consumer Protection Act 68 of 2008 says:
- you can ask us to repeat or fix a service if it’s not carried out with reasonable care and skill, or get some money back if we can’t fix it.
- if you haven’t agreed a price upfront, what you’re asked to pay must be reasonable.
if you haven’t agreed a time upfront, it must be carried out within a reasonable time.
12. Price and payment
12.1. Where to find the price for the Service. The price of the Service will be the price indicated on the order pages when you placed your order. We use our best efforts to ensure that the prices advised to you are correct. However please see below for what happens if we discover an error in the price of the Service you order.
12.2. Value Added Taxes:
12.2.1. All prices and/or costs quoted by us shall be inclusive of all applicable taxes but excluding Value Added Tax (“VAT”), which shall be shown clearly and separately to the agreed fees charged in terms of each eservice or goods. Taxes or other charges, such as (but not limited to) transfer fees, bank charges, local taxes and value added taxes in other jurisdictions shall not be deducted from the payments due to us but shall be paid in addition to the fees due to us;
12.2.2. If the rate of VAT changes between your order date and the date we supply the Services, we will adjust the rate of VAT that you pay, unless you have already paid for the Services in full before the change in the rate of VAT takes effect.
12.3. What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the Services we make available may be incorrectly priced. We will normally check prices before accepting your order so that, where the Services’ correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the Service’s correct price at your order date is higher than the price stated, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract and refund you any sums you have paid.
12.4. Unexpected price changes: It is agreed that should there be a subsequent price increase on components of the services where full payment is received only subsequent to the commencement date of the services and beyond our control, including but not limited to foreign exchange fluctuations, increased third party products or services, surcharges, taxes, rates or levies, delay caused by any of your instruction, regulatory changes, we shall be entitled to increase the affected Service charges accordingly, by the rand value of the increase but in proportion to the products provided after written notification to you.
12.5. When you must pay and how you must pay. We accept payment in the following manner:-
12.5.1. Electronic Fund Transfers
126.96.36.199. details to be provided to you during the order / payment process;
188.8.131.52. order will only be processed on receipt of cleared funds, this might take up to 24 hours and receipt of proof of payment from you.
12.5.2. Credit Card Payments
184.108.40.206. Credit card transactions will be acquired for e-Zi (Zuydam Konsult) via [PayGate (Pty) Ltd (“PayGate”) who is the approved payment gateway for all South African Acquiring Banks.
220.127.116.11. PayGate allows for payment via Visa, Mastercard, Diners or American Express credit cards
18.104.22.168. PayGate uses the strictest form of encryption, namely Secure Socket Layer 3 (SSL3).
22.214.171.124. No credit card details are stored on the E-Zi Platform / our Website.
126.96.36.199. Users may go to www.paygate.co.za to view their security certificate and security policy. PayGate is further a PCI-DSS Level 1 Compliant supplier
188.8.131.52. You details will be stored by Zuydam separately from card details which are entered by the Authorised User or You on PayGate’s secure site. For more detail on PayGate refer to www.paygate.co.za;
184.108.40.206. The merchant outlet country at the time of presenting payment options to the cardholder is South Africa. Transaction currency is South African Rand (ZAR).
12.6. When you must pay depends on what Services you are buying:
12.6.1. For services, you must make an advance payment as per the Service Specific T&Cs, before we start providing it (funds must be cleared – so keep cut-off times in mind). We will invoice you for the balance of the price of the Services when we have completed them OR we will invoice you weekly or monthly in advance for the services until the services are completed (as set out under the Service Specific T&Cs)]. You must pay each invoice within 7 (seven) calendar days after the date of the invoice.
12.7. We may charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 2% a year above the base lending rate of our commercial bank from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
12.8. What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know and we will not charge you interest until we have resolved the issue.
12.9. We may, in its sole discretion and notwithstanding any instructions by You, appropriate any payment received from or on behalf of You, to any indebtedness of You to Us rising from any cause whatsoever.
13. LIMITATION OF LIABILITY
13.1. To the extent permitted by law, we (including our employees, suppliers, service providers, partners, affiliates and agents) shall not be liable for any damages, loss or liability of any nature incurred by you or any other person resulting from the use of or inability to use the E-Zi Platform or the technology, material and content made available on and through it (including that of the Service).
13.2. >Unless otherwise agreed to under these Terms of Services or determined by law, we and our suppliers of Services will not be liable in law or delict, for any indirect, special or consequential damages whatsoever. We shall further not be liable for any direct loss or damage suffered by you as a result of the inaccurate information you made available to us.
You hereby indemnify us, our directors and employees, against all damages and costs (including legal cost on an attorney and own client basis) as a result of a claim that you have breach an end user license agreement of a third party service provider that we may use for purposes of a Service (including but not limited to Xero Accounting) or any fraudulent and/or misleading information that you provide us with the instructions to submit same to certain authorities.
15. How we may use your personal information
16. Dispute Resolution
Any Service dispute arising from the Agreement or any Service contract shall be subject to the following dispute resolution procedures –
16.1. Informal dispute resolution: Prior to referring any dispute to arbitration, we would like to resolve the dispute, involving our senior management. We will then discuss the problem and attempt to resolve the dispute with you, without the necessity of any formal proceeding, within 14 (fourteen) days of the dispute having been referred.
16.2. Informal dispute resolution does not reduce Parties’ rights: Proceedings in terms of this clause 16.1 shall not be construed to prevent a Party from instituting formal proceedings earlier to obtain urgent or interim relief, avoid the expiration of any applicable limitations period, or preserve a superior position with respect to other creditors.
16.3. Institution of Formal Proceedings: Subject to the provisions of clauses 16.1 and 16.2, we both agree that either of us may elect to refer any dispute which may arise to either the High Court of South Africa or to arbitration proceedings as contemplated in clause 16.4. Upon election by a Party initiating the relevant dispute proceedings, the other Party will be bound by such election for the purposes of the dispute in question.
16.4. Arbitration: If we are unable to resolve any dispute informally and either of us has elected to commence arbitration proceedings to resolve the dispute in terms of clause 16.3, then such dispute shall on written demand by the electing Party be submitted to arbitration at Arbitration Foundation of Southern Africa as per the Expedited Rules and arbitration shall be held in Cape Town.
16.5. Status of arbitration ruling: The decision of the arbitrator shall be binding on the Parties to the arbitration after the expiry of the period of 20 (twenty) days from the date of the arbitrator’s ruling if no appeal has been lodged by any Party or upon the issue of determination by the appeal panel, as the case may be. A decision, which becomes final and binding in terms of this clause 16.5 may be made an order of court at the instance of any Party to the arbitration. The parties agree to keep the arbitration confidential and not to disclose it to anyone except for purposes of obtaining an order as contemplated herein.
16.6. Rapid resolution of disputes: We both will use commercially reasonable efforts to resolve disputes arising as rapidly as possible.
16.7. Confidentiality: All disputes will be dealt with in confidentiality;
16.8. Excluded relief: This clause 16 shall not preclude either of us from seeking urgent or interim relief from the High Court of South Africa or any other competent organs of state created for the specific purpose of regulating the business or industry activities in which the Parties are engaged.
16.9. Agreed Jurisdiction: the Parties hereby consent to the jurisdiction of the Western Cape High Court (Cape Town) in respect of proceedings referred to in clause 16.3 above
17. fORCE MAJEURE
We will be liable to the other for any default or delay in the performance of its obligations under these terms and conditions if and to the extent that such default or delay is caused by any act of God, war or civil disturbance, court order, or any other circumstance beyond its reasonable control including fluctuations in communications or utility services (“Circumstances of Force Majeure”) and provided we are obviously without fault in causing such default or delay, and such default or delay could not have been prevented by the us through the use of alternative sources, workaround plans or other means.
18.1. We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation.
18.2. You need our consent to transfer your rights to someone else (except that you can always transfer our guarantee). You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing. However, you may transfer any applicable guarantee under these terms and conditions to a person who has acquired the product or, where the product is services, any item or property in respect of which we have provided the services. We may require the person to whom the guarantee is transferred to provide reasonable evidence that they are now the owner of the relevant item or property.
18.3. Nobody else has any rights under this contract (except someone you pass your guarantee on to). This contract is between you and us. No other person shall have any rights to enforce any of its terms.
18.4. If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
18.5. Even if we delay in enforcing this Agreement or any Service contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.
18.6. Which laws apply to this contract and where you may bring legal proceedings. These terms are governed by the Republic of South Africa law and you can bring legal proceedings (subject to clause 16) in respect of the products in the South African courts.
We recommend you print these terms and conditions of supply for your records