1. Summary of these Commercial Terms
In these Commercial Terms, we set out the following important things:
- 1.1. the rights and responsibilities applying to you (as a user) and us;
- 1.2. the Services that we provide;
- 1.3. acceptable use policy;
- 1.4. legal recourse;
- 1.5. limitation of liabilities;
- 1.6. considerations regarding minors; and
- 1.7. our company information.
2. What are these Commercial Terms?
- 2.1. These are the "Commercial Terms" that regulate your use of our Services, and our relationship with you. They create a legally binding contract between us, as soon as they apply, as set out in clause 3 below.
- 2.2. Our "Services" are those that are available on https://www.govchain.co.za/ (the "Website") and https://app.govchain.co.za/ (the "Webapp"). Our Services may also be available through future channels to which these Commercial Terms will also apply.
- 2.3. Whenever we use "quotation marks" we do so to define a word or phrase to keep this document as short and clear as possible.
3. When do these Commercial Terms apply?
- 3.1. These Commercial Terms will apply the instant you become a customer of ours, or a user of our Services. Examples of when that may be include:
- 3.1.1. the moment you agree to these Commercial Terms by registering on the Website or the Webapp;
- 3.1.2. by clicking the tick box on the Webapp; or
- 3.1.3. by using any Service or buying any product from us.
- 3.2. To make use of or buy any of our Services or products you need to agree to these Commercial Terms. We reserve the right to refuse any request for our Services or products without notice or reason.
4. Other applicable terms
5. Changes to these Commercial Terms
- 5.1. We can:
- 5.1.1. change or add to any of these Commercial Terms; or
- 5.1.2. change, cancel the Services or offer new Services and/or products to you from time to time, at our discretion, however, those changes won't affect you until you agree.
- 5.2. We will give you 7 (seven) days' notice of a change. Should you disagree with the changes made, you can discontinue using our Services.
- 5.3. If you disagree with any changes, but you have already started to use our Services, then we can collectively agree, formally in writing, that the old Commercial Terms will apply until our commercial relationship is terminated. Otherwise, the new, changed Commercial Terms will apply from the day they take effect.
6. Duration of these Commercial Terms
Simply, these Commercial Terms apply for as long as you use our Services.
- 7.1. At any time, and without cause, we may cancel or terminate your access to our Website, Webapp and/or our Services in our sole discretion, without incurring any liability.
- 7.2. Cancellation of your access to the Website and/or Webapp may be a result of you disobeying the acceptable use policy as set out in clause 16 below.
- 7.3. You may request that your account with us be cancelled. Subject to clause 14, if you cancel your use of the Services you may still be liable to pay our fees and these Commercial Terms will continue to apply to your use or purchase of our Services, even though you may have subsequently cancelled your account.
- 7.4. Importantly, all our rights in respect of the confidentiality undertakings and our limitation of liability as set out below will survive the termination of these Commercial Terms.
8. Our ServicesEssentially, we are offering online company secretarial and intellectual property services to clients wishing to have a legal entity registered with the Companies and Intellectual Property Commission of South Africa ("CIPC"), tax related services with the South African Revenue Service (“SARS”) together with other corporate services to or for businesses. Additional services may be added to our Services in the future.
9. What we don't do
- 9.1. We will not:
- 9.1.1. register entities in foreign jurisdictions;
- 9.1.2. take instructions to carry out any services from minors that are unemancipated; or
- 9.1.3. attempt to register entities that do not belong to you or that you have not been mandated to have registered; and
- 9.1.4. do or conduct any Services which we believe are in breach of any applicable laws.
- 9.2. You are responsible for:
- 9.2.1. providing accurate and correct details for any of our Services provided; and
- 9.2.2. ensuring that what you are undertaking in respect of the Services requested from us are lawful and permitted in terms of any applicable laws.
- 9.2.3. providing a memorandum of incorporation ("MOI") should you wish to register the entity with a bespoke MOI and not a standard CIPC MOI.
- 9.3. We will not be liable for any claims whatsoever arising from:
- 9.3.1. providing any Services to you based on any incorrect details or information provided to us by you;
- 9.3.2. any additional fees levied by any government department, municipal department, public body or other governmental body or organ of state; or
- 9.3.3. the inability to provide any of the Services to you for any reason whatsoever.
- 9.4. You use our Services at your own risk.
10. The fees
- 10.1. The applicable fees are set out on the Website and/or the Webapp from time to time.
- 10.2. Remember, our fees can change, and we can add fees, at our discretion. However, changes to the fees won't affect you until you agree to those changes.
- 10.3. Other fees that may be applicable:
- 10.3.1. Additional fees and/or penalties levied by any government department, municipal department, public body or other governmental body or organ of state; and
- 10.3.2. VAT and taxes.
11. Payment generally
These points are (also) important:
- 11.1. billing details: billing details will be required before you can use our Services. You promise that the information you give is true and accurate, and that you are authorised to use those billing details to make the payment of our fees. You will only be authorised to use the Services once your payment details have been validated and/or your first payment to us has been made successfully;
- 11.2. additional charges: if you cancel a payment by giving instruction to your bank to return your funds, and they do so, you will be liable to us for any penalty which we incur to that bank, credit card issuer or other payment processor; and
- 11.3. foreign currency: if our fees are described in a different currency to that which you use, you accept all the risk for currency fluctuations and you undertake to pay us our fees in full in our currency. You similarly undertake to pay any levy that may arise because of our currencies differing;
- You similarly undertake to pay any levy that may arise because of our currencies differing:
- 11.4. late payment: if you fail to make any payment when payment is due, we reserve the right to suspend your use of our Website, Webapp and/or Services; and
- 11.5. penalty interest: we also reserve the right to claim overdue penalty interest from you until you make payment, which will be charged at the prime rate of interest described by our bankers over the time period when you are in default.
12. Payment methods
The following payment methods are accepted:
- 12.1. SnapScan;
- 12.2. EFT;
- 12.3. Credit cards; and
- 12.4. Debit cards.
13. Promotional codes and vouchers
- 13.1. We may, at our discretion, make promotional codes available to you, providing a discounted fee.
- 13.2. The promotional codes will be distributed for free by us and will be strictly enforced regarding any expiry date linked to such promotional code.
- 13.3. Should a voucher be purchased from us, the voucher will be valid for a period of 3 (three) years, from date of purchase or as otherwise stated on such voucher, in terms of section 63 of the Consumer Protection Act, 68 of 2008, after which the voucher will expire and be considered null and void.
- 14.1. We will give you a full refund on your purchase if:
- 14.1.1. your application is rejected in instances where all the correct documentation has been supplied. If you are unable to provide us with the information we request to carry out the Services properly, we will give you a 50% refund. For the sake of certainty, incorrect documentation would also include identity documents which do not reflect a name which is the same as the required government system;
- 14.1.2. you have paid us an amount in error, but only for the amount paid in error. If you believe an amount has been paid to us in error, please notify us and we will assess the situation before refunding the amount paid. Whether an amount has been paid in error, shall be at our reasonable discretion;
- 14.1.3. you cancel your order for Services within 24 (twenty-four) hours of placing the order. If you cancel your order for Services after the 24 (twenty-four) hour window, you will be given a 50% refund, so long as we have not already started carrying out the Services.
- 14.2. The right to a refund contained in this clause 14 is subject to the following:
- 14.2.1. There will be no right to a refund once Services are delivered;
- 14.2.2. A handling fee may be charged on all refunds at our reasonable discretion;
- 14.2.3. Refunds will be processed within 10 (ten) business days of receipt of a valid refund request;
- 14.2.4. Refunds will not be granted for any governmental delays or other delays in delivering the Services outside of our control. As, you agree to indemnify and hold us harmless in this respect.
- 14.2.5. Refunds will not be provided for services that were ordered more than 12 (twelve) months prior to the request for a refund.
15. User accounts
- 15.1. Our Website and Webapp makes use of login functionality requiring you to create an account, using your email address, username and password ("Access Credentials").
- 15.2. You are solely responsible for the safekeeping of these Access Credentials.
- 15.3. This means that should anyone enter your Access Credentials (whether that be you, your employees, your spouse, etc.), we assume that the person using the Services is you or has permission to use your account.
- 15.4. It is in your interests to familiarise yourself with our security requirements, guidelines and procedures communicated by us from time to time, and follow these carefully.
- 15.5. Inform us immediately if there has been, or if you suspect, any breach of security or confidentiality.
- 15.6. Where you are a business, you and your employees have the same responsibilities and we have the same rights – though we expect that you will be somewhat more diligent than these bare minimum rules.
16. Acceptable use policy
- 16.1. Not all devices (cellphones, tablets or computers) may support the use of our Services. It is your responsibility to keep your device(s) updated and/or in a condition for them to support the use of our Services.
- 16.2. The use of our Services may be restricted to certain geographical areas, such as the Republic of South Africa. It is your responsibility to determine whether your location is supported by our Services before incurring any liability to us as we will not be liable for any loss that you may incur because of our Services not being supported in your location.
- 16.3. You must respect our Website and Webapp and our intellectual property in the best of good faith, and use it only as we intend it to be used. Any use by you of our Website, Webapp, and/or Services which violates this undertaking can result in us terminating your use of our Website, Webapp, and/or Services. We will be the sole judge of what constitutes a violation of your undertaking to use our Website and Webapp in the best of good faith, but these will likely be good grounds, such as:
- 16.3.1. copying or distributing any of the content on the Website or Webapp;
- 16.3.2. providing any untrue or incorrect information to our Website, Webapp and/or our Services;
- 16.3.3. changing, modifying, copying, decompiling, circumventing, disabling, tampering with or any part of our Website, Webapp and/or Services, including their security features or reverse engineering our Website, Webapp and/or our Services;
- 16.3.4. infecting our Website and/or Webapp with any software, malware or code that may infect, damage, delay or impede the operation of our Website and/or Webapp or which may intercept, alter or interfere with any data generated by or received through our Website, Webapp and/or the Services;
- 16.3.5. using malicious search technology, including, but not limited to, spiders and crawlers;
- 16.3.6. deep linking to any pages of our Website, Webapp and/or Services in a way to suggest that you are the owner of any intellectual property in our Website, Webapp and/or Services;
- 16.3.7. using the interactive sections of our Website, Webapp and/or Services, to post any material which, in our discretion, is false, defamatory, inaccurate, abusive, vulgar, hateful, harassing, obscene, profane, sexually oriented, threatening, invasive of a person's privacy, or otherwise violates any laws; or
- 16.3.8. allowing any third party to use your Access Credentials in any manner other than as permitted by these Commercial Terms.
17. Consent required for minors
- 17.1. We assume that by you being granted Access Credentials you are 18 (eighteen) years or older or have had a parent or guardian give consent on your behalf to use our Website, Webapp and/or Services or are an emancipated minor.
- 17.2. We accept no responsibility for invalid consent being provided by the users of our Website, Webapp and/or Services.
18. Social media integration
- 18.1. The Website and/or Webapp may allow you to create an account, profile, log in and/or share information through connecting to various social media sites or apps, including Facebook, Twitter, LinkedIn, Instagram and Google+.
- 18.2. If you proceed to use our Services in such context, then the relevant social media platforms' rules will also apply and you agree to such integration.
19. Deemed rules for sending and receiving electronic messages
We will primarily use email and electronic notices on the Website and/or Webapp as our main communication tool for all communications relating to our Services, or these Commercial Terms. This may include the use of SMS (short message services), registered mail or telephone.
20. Third party sites
- 20.1. We may provide certain links to third party websites or apps only as a convenience, and the inclusion of any hyperlinks or any advertisement of any third party on our Website and/or Webapp does not imply endorsement by us of their websites or apps, their products, business or security practices or any association with its operators.
- 20.2. If you access and use any third party websites, apps, products, services, and/or business, you do that solely at your own risk.
21. Intellectual property rights
- 21.1. All our intellectual property is ours, not yours. It seems odd to have to say it, but our lawyers insist. This means that you absolutely agree that all right, title and interest in, and to, any of our intellectual property (in its widest possible, legal and commercial sense) is proprietary to us, and will remain so.
- 21.2. You will not acquire any rights of any nature in respect of that intellectual property by using our Services.
22. Warranties and representations
- 22.1. We give no guarantee of any kind concerning the content or quality of our Services. We do not give any warranty (express or implied) or make any representation that our Services will operate error free or without interruption or that any errors will be corrected or that the content is complete, accurate, up to date, or fit for a particular purpose.
- 22.2. We make no representations to you, either express or implied, and we will have no liability or responsibility for the proper performance of the Website, Webapp, Services and/or the information, images or audio contained on the Website and/or Webapp. Our Services are used at your own risk.
- 22.3. You warrant to and in favour of us that:
- 22.3.1. you have the legal capacity to agree to and be bound by these Commercial Terms; and/or
- 22.3.2. you are 18 (eighteen) years or older or are emancipated; and
- 22.3.3. these Commercial Terms constitute a contract valid and binding on you and are enforceable against you.
- 22.4. Each of the warranties given by you will:
- 22.4.1. be a separate warranty and will in no way be limited or restricted by inference from the terms of any other warranty or by any other words in these Commercial Terms;
- 22.4.2. continue and remain in force irrespective of whether your account is active, suspended or cancelled; and
- 22.4.3. be deemed to be material.
If any part of these Commercial Terms becomes illegal, invalid or unenforceable in any jurisdiction affected by these Commercial Terms, then those illegal, invalid or unenforceable provisions will be severed from these Commercial Terms (they will be treated as if they don't exist), and the remaining provisions of these Commercial Terms will continue as valid and enforceable.
You can understand how sensitive our business model is to information being leaked. So, you agree:
- 24.1. to keep all information gained from using our Website, Webapp and/or our Services ("Confidential Information") confidential; and
- 24.2. not to disclose the Confidential Information to anyone, and to keep it confidential.
You may not circumvent our Website or Webapp to avoid paying our fees.
26. Limited liabilities
To be clear:
- 26.1. we will not be liable to you for any loss caused using our Website, Webapp and/or Services or your liability to any third party arising from those subjects. This includes:
- 26.1.1. any interruption, malfunction, downtime, off-line situation or other failure of the Website or Webapp, system, databases or any of its components;
- 26.1.2. any loss or damage regarding your data or other data directly or indirectly caused by malfunction of the Website or Webapp; and
- 26.1.3. any third party systems (such as the CIPC) whatsoever, power failures, unlawful access to or theft of data, computer viruses or destructive code on the Website, Webapp or third party systems or programming defects;
- 26.2. we will not be liable if any material available for downloading from the Website or Webapp is not free from infection, viruses and/or other code that has contaminating or destructive properties;
- 26.3. our Website and Webapp may include inaccuracies or typo's – in such instances we can't be held liable and can't be forced to comply with offers that are genuinely (and/or negligently) erroneous;
- 26.4. we are not responsible for the proper and/or complete transmission of the information contained in any electronic communication or of the electronic communication itself nor for any delay in its delivery or receipt. Security measures have been implemented to ensure the safety and integrity of our Services. However, despite this, information that is transmitted over the internet may be susceptible to unlawful access and monitoring; and
- 26.5. finally, our limited liability applies to all and any kind of loss which we can possibly contract out of under law, including direct, indirect, consequential, special, loss of profits, or other kinds of losses or claims which you may suffer.
27. Applicable law and disputes
- 27.1. All this is governed by South African law, including the Website and Webapp and any interaction you may have with them regardless of what country you are based in, or the country where you access the Website or Webapp or the country where you receive or use our Services.
- 27.2. Please take note that, if you access the Website or App from another country, you will bear sole responsibility for complying with that country's laws.
- 27.3. If we ever have a dispute, then you agree that the High Court of South Africa (Western Cape Division, Cape Town) will have sole jurisdiction to consider our dispute, applying these Commercial Terms and South African law.
28. Force majeure
Except for the obligation to pay monies due and owing, neither you nor we will be liable if either of us cannot perform in terms of any agreed terms due to reasons beyond our control. This includes lightning, flooding, exceptionally severe weather, fire, explosion, war, civil disorder, epidemic, pandemic, industrial disputes, acts or omissions of persons for which we are not responsible, and acts of government or other competent authorities (including telecommunications, internet service providers, the CIPC and SARS).
29. Disclosure in terms of section 43 of Electronic Communications and Transactions Act, 25 of 2002
- 29.1. Site owner: Govchain Proprietary Limited (trading as "Govchain"), registration number 2017/257825/07.
- 29.2. Legal status: Govchain is a private company, duly incorporated in terms of the applicable laws of South Africa.
- 29.4. Description of main business of Govchain: assisting in the registration of companies with the Companies and Intellectual Property Commission.
- 29.5. Email address: [email protected].
- 29.6. Website address: https://www.govchain.co.za.
- 29.7. Physical address: 50 Long Street, Cape Town, South Africa, 8000.
- 29.8. Postal address: 50 Long Street, Cape Town, South Africa, 8000.
- 29.9. Registered address: 50 Long Street, Cape Town, South Africa, 8000.
30. Provisions pertaining specifically to the filing of tax returns with SARS
- 30.1. By agreeing to these Commercial Terms, and to the extent that you utilise any of our tax return filing Services (“SARS e-Filing Services”), this constitutes your mandate from the date of your agreement hereto in terms of any SARS e-Filing terms and conditions.
- 30.2. Without limiting the generality of anything else set out in the Commercial Terms, we confirm that it is your responsibility to provide us with complete, reliable and accurate information in respect of your tax affairs timeously in order for us to provide the required SARS e-Filing Services. In the event that you miss an agreed deadline we cannot be held responsible for any penalties and/or interest levied by SARS.
31. E-filing terms and conditions:
- 31.1. It should be noted that all tax returns are filed on an electronic basis using the SARS e-Filing system which is subject to the SARS e-Filing terms and conditions and relevant laws and regulations. In this regard we require your mandate for Govchain to register as an e-Filer on your behalf. Once this is done, by virtue of your agreeing to these Commercial Terms, the following terms and conditions in regard to e- Filing shall apply:
- 31.1.1. we, the e-Filer, and/or our appointed tax practitioner, act as a duly authorised agent on your behalf. You will be liable to SARS for the due and timeous fulfilment of all your obligations towards SARS;
- 31.1.2. any information submitted by us to SARS by means of the SARS e-Filing Services will be based on information received from you and you are solely responsible for ensuring that such information is true and correct;
- 31.1.3. before we submit any information to SARS by means of the SARS e-Filing Services we will need your confirmation that the information being submitted is a true and correct reflection of what you have provided. Your agreement to these Commercial Terms shall be construed as such confirmation; and
- 31.1.4. you the taxpayer confirm that all liabilities, obligations and penalties due to SARS remain with you and for your account.
- 31.2. To the extent permitted by law, and without limiting the generality of any similar provisions elsewhere in these Commercial Terms, we (including our employees, suppliers, internet service providers, partners, affiliates and agents) shall not be liable for any damage, loss or liability of any nature incurred by any person and resulting from:
- 31.2.1. access to the SARS e-Filing website;
- 31.2.2. access to websites linked to our service provider’s websites;
- 31.2.3. inability to access the SARS e-Filing website;
- 31.2.4. services available from the SARS e-Filing website from time to time;
- 31.2.5. errors by SARS and errors on the SARS e-filing website;
- 31.2.6. notices not received or indicated in our systems;
- 31.2.7. your failure to provide accurate and true information;
- 31.2.8. any late submissions made to SARS in the rendering of our SARS e-Filing Services; and
- 31.2.9. any submissions made to SARS in the rendering of our SARS e-Filing Services.
- 31.3. Owing to the fact that SARS makes no representations, warranties or guarantees that the SARS e-Filing website shall be accessible at all times we acknowledge that the SARS e-Filing website may be inaccessible due to maintenance activities or due to circumstances beyond the reasonable control of SARS, including, but not limited to virus infection, unauthorised access (hacking), power failure or other instances of force majeure beyond SARS' reasonable control and in this case, we can’t be held liable if we cannot effect the SARS e-Filing Services due to any one of these occurrences.
- 31.4. The aforegoing limitations and indemnities apply to all and any kind of loss or damage which we can possibly contract out of under law, including direct, indirect, consequential, special, loss of profits, or other kinds of losses or claims which you may suffer.