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. However, you may not receive a refund of any amounts paid if you cancel your use of the Services. 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 Services
Essentially, we are offering online company secretarial services to clients wishing to have a legal entity registered with the Companies and Intellectual Property Commission of South Africa ("CIPC"). 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. register entities with directors that are ineligible, disqualified or classified as delinquent in terms of sections 69 and 76 of the Companies Act 71 of 2880 ("Companies Act");
- 9.1.3. take instructions to carry out any services from minors that are unemancipated; or
- 9.1.4. attempt to register entities that do not belong to you or that you have not been mandated to have registered.
- 9.2. You are responsible for:
- 9.2.1. providing accurate and correct details for registration;
- 9.2.2. ensuring that all directors to be registered are eligible to be appointed as directors of the company (ie not delinquent, disqualified or ineligible); and
- 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. registering an entity with the incorrect details;
- 9.3.2. any additional fees levied by the CIPC; or
- 9.3.3. the inability to register the entity with the CIPC.
- 9.4. BEWARE! You use our Services at your own risk.
10. The fees
- 10.1. The applicable fees are set out on the Website and Webapp at https://www.govchain.co.za/pricing.
- 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 CIPC fees; 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;
- 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;
- 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, App 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.
Refunds of purchases made may be given at our discretion.
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 any one, 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 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, 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 and the CIPC).
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: 113 Loop Street, 9th floor, Cape Town, Western Cape, 8001.
- 29.8. Postal address: 113 Loop Street, 9th floor, Cape Town, Western Cape, 8001.
- 29.9. Registered address: 113 Loop Street, 9th floor, Cape Town, Western Cape, 8001.