TERMS OF SERVICE: CONTRACT ASSEMBLY SERVICE

(The “Terms”)

 

Last Updated: 18 December 2018.

 

  • These terms and conditions and any other terms referred to herein, are in addition to the general Terms and Conditions provided on our website (www.mjkinc.co.za/terms-and-conditions) as well as the specific terms and conditions relating to the specific Services provided through our website and will be applicable between the person or organisation (“User” or “you”) subscribing to the Services described below which are provided by MJ Kotze Inc. (“MJ Kotze Inc.,” “our,” or “we” or the “Firm”).

  • By subscribing to, or accessing and using the Services, you represent that you have the authority to bind the User, and you agree to be bound by these Terms which govern access and use of our Services.

  • For the purpose of these Terms, “you” applies to the company or other entity of which you are an employee, consultant or agent.

  • If you do not agree to these Terms, you should not use any of the Services.

  • We reserve the right to update and change any or all of these Terms, and you are responsible for regularly reviewing the most current version of these Terms, which will be indicated by the “Last Updated” date above.

  • Your continued use of the Services constitutes your consent to be bound by the changes and the then-current.

 

1. Services Offered

  • We offer Contract Creation and assembly Services through our proprietary software-as-a-service platform that we host, that allows the User to generate contracts by providing information relating to the transaction that the User wants to conclude (the "Service" or “Services”).

 

2. Terms

  • You agree to use the Services in compliance with the terms and conditions of these Terms.

  • We reserve the right to enhance or modify features of the Services at any time, but we will not materially reduce core functionality unless we provide you with prior written notice.

  • Any additional Services you subscribe to will be subject to these Terms.

  • For the purpose of these Terms, “Content” means any information that is that is provided by you to generate and assemble the contract.

 

3. Your Rights and Restrictions.

  • Subject to these Terms, we grant you a non-exclusive, non-transferable, limited right to use the Services to which you have subscribed solely for purposes of a single transaction.

  • You are solely responsible for

    • all use of the Services by you, and any individual or organization that receives, accepts, signs, or transmits a contract created by you using the Services;

    • the accuracy, legality, and appropriateness of all Content that you submit in order the create the contract;

    • preventing unauthorized access to, or use of, the Service.

  • By using our Services, you agree not to

    • disassemble, reverse engineer, modify, or create derivate works of any Services;

    • Sell, distribute, or otherwise make the Services available to any third party;

    • Use the Services in violation of these Terms or applicable laws or regulations;

    • Circumvent or disable any security features or other aspect of the Services or, in any manner, attempt to gain unauthorized access to the Services, systems, or networks;

    • use the Services to transmit unlawful material, or to store or transmit material in violation of third-party privacy rights;

    • use the Services to store or transmit any material that may infringe the intellectual property or other rights of third parties;

    • knowingly or negligently use the Services in a way that abuses or disrupts our networks, user accounts, or the Services.

  • We may suspend your access to the Services or terminate these Terms if you or your Authorized Users are using the Services in a manner that is likely to cause us harm.

  • You are responsible for maintaining backup copies of your Content.

  • We reserve the right to place reasonable storage or bandwidth limits on your account or the Services if we reasonably determine that you are misusing the Services.

  • Services are provided on a subscription basis, and these Terms are not a sale, and do not convey any rights or ownership in, or to, any of the Services or underlying software. You acknowledge that we or our licensors retain all proprietary right, title, and interest in the Services, our name, logo or other marks, and any related intellectual property rights, including, without limitation, all modifications, enhancements, derivative works, and upgrades thereto.

  • You retain all rights to your Content, and we do not own, license, or have control over your Content.

  • You acknowledge and agree that we are not a party to any contract created through the Services, and we make no representation or warranty about the transactions intended to be effected by any contract.

  • We are not responsible for and have no obligation to produce, any of your contracts for third parties.

  • We have no obligation or responsibility for

    • determining whether any transaction involves a “consumer” as contemplated in the Consumer Protection Act, 2008, as amended;

    • providing legal review of generated contracts;

    • complying with any specific requirements imposed by law relating to the contract.

 

4. FICA

  1. The Firm’s Risk Management and Compliance Policy (the “RMCP”) limits the customer due diligence procedure where a single transaction of low value is concluded.

  2. In terms of the Firms RMCP, a single transaction of low value relates to a once-off transaction in terms of which the Firm will receive less than R10 000.00 (ten thousand rand) in total ("Low-Value Transaction") and the Service provided in accordance with these terms shall accordingly be deemed to be a single transactions of low value in terms of the Firm’s RMCP.

  3. The Firm is still however required to establish and record (without having to verify) the full name, identity number and contact number of the person with whom the Firm is dealing in the Low-Value Transaction and the user is accordingly required to provide the said information when subscribing to the Service.

  4. Notwithstanding the aforementioned, the Firm reserves the right to require compliance with its RMCP and to conduct a full customer due diligence procedure as stipulated in the RMCP. Failure by you to provide the required documentation under the RMCP, will result in a material breach of the Terms and will entitle the Firm to proceed in accordance with clause 5.

 

5. Termination

  • We may terminate the Services you breach any obligation stipulated in these Terms and fail to rectify such breach within 7 days of receipt of written notice by us.

  • Upon termination of these Terms, you will immediately discontinue all access and use of the terminated Services and cease to represent in any form that you are a user of the terminated Services.

  • Neither party will be liable for any damages resulting from the termination of the Services, and termination will not affect any claim arising prior to the effective termination date.

 

6. Representations and Warranties.

  • We do not represent or warrant that

    • use of our Services will be timely, uninterrupted or error-free;

    • our services will meet your requirements, or

    • all errors or defects will be corrected.

  • The Services are provided to you on an "as is" basis and your use of software and services is at your own risk.

 

7. Disclaimer

  • We disclaim any representations or warranties that your use of the Services will satisfy or ensure your compliance with any legal obligations, laws or regulations.

  • You are solely responsible for ensuring that your use of the Services and content is in accordance with applicable law.

  • Our entire liability and your exclusive remedy under these Terms will be, at our sole option and subject to applicable law, to provide conforming services, or to terminate the non-conforming services, and provide a refund of any fees paid, subject to our Refund Policy.

  • Neither party will be liable to the other party or to any other person for any damages whatsoever  whether direct or indirect, arising out of or relating to

    • loss of data;

    • lost opportunity;

    • costs of procurement of substitute goods or services;

  • however caused and based on any theory of liability (including negligence), arising out of these terms, the performance or non-performance by either party of its obligations hereunder, whether or not such party has been advised of the possibility of damages.

 

8. Confidentiality

  • Neither party shall disclose to any third party any information or materials provided by the disclosing party under these Terms and reasonably understood to be confidential ("Confidential Information") or use Confidential Information in any manner other than to perform its obligations under these Terms. These restrictions do not apply to any information that

    • is in the public domain or already in the receiving party's possession;

    • was known to the receiving party prior to the date of disclosure or becomes known to the receiving party thereafter from a third party having an apparent bona fide right to disclose the information; or

    • Confidential Information that the receiving party is obligated to produce pursuant to an order of a court of competent jurisdiction or a valid administrative subpoena, provided the receiving party provides the other party with timely notice of such court order or subpoena.

 

9. Miscellaneous

  • Neither party may assign its rights or delegate its duties under these Terms, either in whole or in part, without the other party’s prior written consent which shall not be unreasonably withheld, unless assigned to a successor in interest, or pursuant to a merger, corporate reorganization, or a sale or transfer of all or substantially all of a party’s assets. These Terms will bind and inure to the benefit of each party’s successors and permitted assigns.

  • These Terms will be governed by the laws of Republic of South Africa.

  • You agree that we may send you notices and other communications by e-mail. You are responsible for providing the Firm with any updated contact information.

  • These Terms together with the terms contemplated in paragraph a) above constitute the entire agreement between us relating to the Services, and supersedes all prior and contemporaneous oral and written agreements.

  • No terms or conditions stated in your purchase order or in any other documentation you submit will add to or otherwise modify these Terms, and all such terms will be null and void.

  • No representation will be deemed given or implied from anything said or written in discussions between the parties prior to these Terms. You acknowledge and agree that your agreement to these Terms is not contingent or dependent on the delivery of any future functionality or features not specified in these Terms, or any oral or written, public or private comments made by us regarding future functionality or features.

  • If any part of these Terms is not enforceable, this will not affect any other terms.

  • Nothing in these Terms creates a partnership, agency, fiduciary or employment relationship between the parties.

  • No person or entity not a party to these Terms will be a third party beneficiary.

  • Failure to enforce any right under these Terms will not waive that right.

  • Unless otherwise specified, remedies are cumulative.

  • These Terms may be agreed to online, or executed by electronic signature and in one or more counterparts.

  • No party will be responsible for any delay or failure to perform under these Terms due to force majeure events (e.g., natural disasters; terrorist activities, activities of third party service providers, labour disputes; and acts of government) and acts beyond a party’s reasonable control, but only for so long as those conditions persist.

"It is not the strongest or the most intelligent who will survive but those who can best manage change."

- Charles Darwin