Terms and Conditions

Layup Technologies
General Terms and Conditions
October 2019

GENERAL TERMS AND CONDITIONS

Thank you for choosing Layup. These general terms and conditions (“General Terms”) apply to the provision of all services provided by Layup Technologies (Proprietary) Limited, Registration Number 2017/290648/07 (“the Company”“Layup”“we”“us” or “our”) to the receivers of the services (“the Client(s)”“you” or “your” as the context may require) from time to time (“the Services”).

It is an important that you have read and understood the content of these General Terms before choosing whether to register to use any of our Services. We strongly recommend that, as you read these General Terms, you also access and read the information that is contained in the other documents, policies or websites which are referred to in these General Terms and incorporated into these General Terms by reference or by hyperlinks, as they may contain further terms and conditions that apply to you as a Client.

Before you register to become a Client, you must read, agree with, and accept all of the terms and conditions contained in these General Terms, read with the individual service terms applicable to the Services you wish to register for (“Service Terms”), our Privacy Policy and our Website Terms.

These General Terms, the relevant Service Terms, our Privacy Policy and website terms and conditions and any provisions set out in our online registration process constitutes a legal contract (the “Agreement”) between you and us.

You should pay special attention to the parts in bold as they have especially important consequences for you.

The headings and subheadings in these General Terms are for reference only and do not limit the scope of each section. Underlined words in these General Terms as they appear on our Website are hyperlinks to connecting you to the relevant information.

We recommend that you print or save a copy of these General Terms and Service Terms for your future reference.

THESE GENERAL TERMS MAY BE CHANGED WITHOUT NOTICE BEING GIVEN TO YOU. YOUR CONTINUED USE OF THE SERVICES AFTER ANY SUCH CHANGE CONSTITUTES YOUR ACCEPTANCE OF THE NEW AMENDED GENERAL TERMS.

  1. THE LEGAL RELATIONSHIP BETWEEN YOU AND THE COMPANY

    1. Who are we? Layup is an online payment services provider and acts as such by creating, hosting, maintaining and providing our Services to you via the Internet. Our services allow you to make payments to certain third-party merchants in for the goods and/or services you purchase from them from time to time. Layup is not a remittance business or a money transfer service accordingly our Services cannot be utilised for this purpose. We do not have any control over, and are not responsible or liable for, the products or services that are paid for using our Services. We cannot ensure that a buyer or a seller you are dealing with will actually complete the transaction.

    1. Purpose of these General Terms: These General Terms govern and regulate the relationship between us and each registered Client.

    1. Legally Binding Contract: The Agreement will become a legally binding contract between you and us once we confirm that your application has been successfully completed and we accept your offer to enter into the Agreement with us for the supply of our Services. By completing our online registration process, you are regarded as having read and agreed to all the terms of these General Terms, the relevant Service Terms, our Privacy Policy and our Website Terms, including the parts in bold. If you do not agree to be bound by the terms and conditions of these General Terms, our Privacy Policy, Website Terms or relevant Service Terms, you should not subscribe for our Services.

  1. SUPPLY OF SERVICES

We warrant that we have all necessary capacity and qualifications to supply the Services. We will use all reasonable endeavours to render all Services timeously.

  1. APPLICATION AND ELIGIBILITY

    1. In order to access any of the Services, you must apply for a client account from us (“Client Account”) by completing our online registration process.

    1. You are only eligible to open a Client Account:

      1. if you are an individual resident in the Republic of South Africa, who is at least 18 years old and has the legal capacity to conclude legally binding contracts; or

      1. if you are a juristic person (like a company or a corporation) (“Legal Entity”), the individual applying for the Client Account on the Legal Entity’s behalf must (i) be at least 18 years old, (ii) a resident in South Africa with have the legal capacity to conclude legally binding contracts, and (iii) be duly authorised to conclude contracts on the Legal Entity’s behalf (for example, a director). The Legal Entity must be duly incorporated, validly existing and in good standing under the laws of the Republic of South Africa

    1. It is important that you understand that you are not automatically entitled to a Client Account or the use of our Services. Your application for a Client Account and the use of our Services is an offer to us by you to enter in an agreement with us for the supply of our Services. This means that we are not obliged to accept your application and we reserve the right, acting reasonably, to (i) refuse to provide you with a Client Account or (ii) deny you access to certain Services available to you. By way of example only, we may refuse to provide you with a Client Account if you have previously been suspended from one or more of our Services or if you pose an unacceptable level of risk for us.

    1. You may only hold one Client Account, unless we agree otherwise in writing.

    1. Beneficial ownership of your Client Account by a third party is not permitted. This means that you may not act as an agent for another person or open a Client Account for another person.

  1. YOUR OBLIGATIONS
    1. In addition to and without limiting any obligations contained elsewhere in this Agreement (including the Privacy Policy, Website Terms and the Service Terms), you agree to use the Services solely for the purposes as set out in this Agreement (including the Privacy Policy, Website Terms and the Service Terms) and to manage your Client Account in accordance with the terms and conditions of the Agreement and all applicable laws, regulations and ordinances (“Applicable Laws”).

    1. You agree to;
      1. ensure that all information you provided are complete and accurate;

      1. co-operate with us in all matters relating to the Services;

      1. provide us with such information and materials as we may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects; and

      1. obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start.

    1. You will not use any of the Services;

      1. for any unlawful activity and it is your responsibility to ensure that you comply with the Card Payment Processing Rules that may be applicable to you;

      1. upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libellous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;

      1. harm minors in any way;

      1. impersonate any person or entity, Including, but not limited to, a Layup representative or falsely state or otherwise misrepresent your association with a person or entity;

      1. upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

      1. upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other intellectual property or proprietary rights of any person or entity;

      1. upload, post, email, transmit or otherwise make available any Content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to otherwise interact with the Software in a manner not permitted by these Terms and Conditions or expressly authorized by us;

      1. interfere with or disrupt the Software or servers or networks connected to the Software, or disobey any requirements, procedures, policies or regulations of networks connected to the Software.

    1. You shall conduct your business, and carry on all related or ancillary activities with the highest ethical standards. You shall not do business with any person which involves bribes, payoffs, payments (or offers thereof) by way of inducement or reward (whether to do any act or to refrain from doing any act or to show favour or disfavour or otherwise) or any other similar improper or unethical practices.

    1. You have not and will not, in connection with the activities contemplated by this Agreement, make any payment or transfer of value which has the purpose or effect of (a) public or commercial bribery; (b) acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business; or (c) otherwise obtaining an improper advantage for us or its affiliates. We reserve the right to immediately terminate this Agreement in the event that you fail or you are suspected to have failed to comply with the provisions of this clause 4.

    1. If your performance of any of its obligations under this Agreement (including the Privacy Policy, Website Terms and the Service Terms) is prevented or delayed by any act or omission by you or failure by you to perform any relevant obligation (“Client Default”):

      1. We will without limiting its other rights or remedies have the right to suspend performance of the affected Services until you remedy the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays our performance of any of its obligations;

      1. We will not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from your failure or delay to perform any of your obligations as set out in this clause 4; and

      1. You will reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Client Default.

  1. COMMENCEMENT AND DURATION OF SERVICES

    1. Unless terminated earlier in accordance with the provisions of this Agreement, these General Terms will remain in effect until the Service terminates or expires in accordance with the provisions of these General Terms.

    1. Our engagement in respect of each of the Services you have registered for shall commence forthwith.

  1. COLLECTION AND PROCESSING OF INFORMATION

    1. We will collect, process, transfer, collate, organise, update, store and distribute (“Process”) Your Information in accordance with these General Terms and our Privacy Policy. For the purposes of these General Terms, “Processing” and “Processed” shall have a corresponding meaning.

    1. By disclosing or submitting Your Information to us you consent to us Processing Your Information for the purposes described in these General Terms, applied Service Terms and our Privacy Policy.

    1. You are responsible for the accuracy of Your Information and that Your Information is correct. We are not responsible for checking the accuracy of any aspect of any Your Information, files or records you provide to us and we will not be liable (legally responsible) for any payment related errors made resulting from errors or incorrect information in your files or records.

    1. Should Your Information change, please inform us and provide us with updates to Your Information as soon as reasonably possible to enable us to update Your Information.

    1. You authorise us, directly or through our authorised third parties, to make any inquiries we consider necessary to validate your identity and registration. This may include requiring you to provide us with faxed or scanned documentation such as a government issued identification card, ordering a credit report and performing other credit checks or verifying Your Information provide against third party databases. However, because user verification on the Internet is difficult, we cannot and do not guarantee any Client’s or Payer’s identity. You understand and agree that we may engage carefully selected third parties, such as credit reporting agencies or identity verification companies to review your credit report to assess your eligibility to hold a Client Account and your ability to use the Services or associated features.

    1. You are solely responsible for securing all data in your possession or under your control.

  1. SECURITY AND RISKS

    1. Your Security Obligations

      1. Username and Password: As a registered Client, you will be required to select a unique username and password which you have to use in order to sign into your Client Account made accessible on our Website. If you are a Legal Entity, you may also have to designate a specific number of users of your Client Account. It is your responsibility to keep your username and password secret and secure at all times. You will not disclose your username and password to any other persons, or enable any other persons to otherwise access your Client Account. If you are a Legal Entity, you must further ensure that the persons authorised by you to access your Client Account do so within the scope of their authority and do not disclose your username and password to any unauthorised person or enable any unauthorised person to otherwise access your Client Account.

      1. Fraudulent or Irregular Activities: Should you believe that your username or password has become compromised, someone has accessed your Client Account without your authority or you suspect any security breach, phishing attack, misuse, irregularity, fraudulent transaction, or any other suspicious activity that may be connected with attempts to commit fraud or other illegal activities through the use of your website or application you must contact us immediately. You agree to co-operate fully with us to investigate any suspected unlawful, fraudulent or suspicious activities.

      1. Phishing: Please be aware of ‘phishing’ attacks where criminals attempt to obtain Your Information by sending you an email, masquerading as an email from us, asking you to access your account or verify information via links in the email, or diverting you to a fake Company website. It is important to remember that we will never ask you to confirm your password, username or other sensitive information by clicking on any links in an email.

    1. Our Security Obligations

      1. We secure the integrity and confidentiality of Your Information and transactional information with reference to appropriate, reasonably accepted technological and organisational standards acceptable at the time of the transaction and the type of the transaction concerned.

      1. All Your Information is in our secure environment. We are not responsible and/or liable for any of Your Information stored and/or processed outside of our environment.

      1. We reserve the right to take any actions as may regarded as necessary at any time to preserve the security and reliable operation of our network infrastructure and you undertake that you will not do or permit anything to be done which will compromise our security

      1. If we are unable to verify or authenticate any of Your Information, reasonably believe that your activities pose a significant credit or fraud risk to us or our other Clients, or may cause financial loss or legal liability for us, our other Clients, or you, or your use of your Client Account is regarded as abuse of the Services we may be entitled to take any one or more of the steps listed in clauses 13.1 or 13.3 as are reasonable and appropriate under the circumstances.

  1. FEES AND CHARGES

You acknowledge and understand that the Company will be entitled to charge Fees for the Services. The applicable fees and charges are described per our website. We are entitled, without notice, to change our fees from time to time, it is your responsibility to familiarise yourself with the applicable fees. Your acceptance of this agreement indicates your acceptance of these fees and any change to these fees which may occur now or in the future.



  1. ACCEPTANCE OF FUNDS

    1. By registering with Layup, you appoint us as your agent to process payments on your behalf in accordance with your instructions, subject to the terms and restrictions of this Agreement. Layup will at all times hold your funds separate from its corporate funds, will not use your funds for its operating expenses or any other corporate purposes, and will not voluntarily make funds available to its creditors in the event of bankruptcy or for any other purpose.

    1. You acknowledge that (i) Layup is not a bank and the Service you are provided with is a payment processing service rather than a banking service, and (ii) Layup is not acting as a trustee, fiduciary or escrow with respect to your funds, but is acting only as an agent and custodian.

    1. Layup reserves the right to hold funds beyond the normal distribution periods for transactions it deems suspicious or for accounts conducting high transaction volumes to ensure integrity of the funds.

    1. Layup shall not be responsible for payments made to unintended recipients or for payments made in incorrect amounts due to the input of incorrect information by you or the third-party you are contracting with in respect of the goods and/or services you intend to procure.

  1. IMPOSED LIMITS, DELAYS AND PROHIBITED TRANSACTIONS

    1. Layup reserves the right to freeze or suspend any account in the system for an indefinite period if there is suspicion of any illegal activity taking place or for any other reason whatsoever.

    1. You agree that you will not use the Service to make payment for illegal products or services, including but not limited to materials that infringe the intellectual property rights of third parties.

    1. You will not use the Service, the Layup website or any of the services offered therein for any unlawful or fraudulent activity. If Layup has reason to believe that you may be engaging in or have engaged in fraudulent, unlawful, or improper activity, including without limitation any violation of any terms and conditions of this Agreement, your access to the Service may be suspended or terminated.

    1. You will cooperate fully with Layup to investigate any suspected unlawful, fraudulent or improper activity.

  1. INTELLECTUAL PROPERTY RIGHTS

    1. All the content, trademarks, data, information or information contained in any materials or documents (“Documentation”) or used in relation to the Services, including but not limited to any and all copyrighted works, software, databases, text, graphics, icons, designs, hyperlinks, domain names, information and agreements (“Content”), are the property of or licensed to us and as such are protected from copying and infringement by local and international legislation and treaties. The Content may not be reproduced, distributed or copied by any means, whether electronically or not, without our prior written permission.

    1. Any and all intellectual property rights subsisting in the Documentation (including Integration Documents), Content, Services and their underlying software (“Software”), these General Terms and in the Service Terms, or otherwise developed by or on behalf of the Company, including all patents, rights in inventions, rights in designs, trademarks, trade and business names and all associated goodwill, rights to sue for passing off or for unlawful competition, copyright, moral rights and related rights, rights in databases, topography rights, domain names, rights in information (including know how and trade secrets) and all other similar or equivalent rights subsisting now or in the future in any part of the world, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights for their full term (“Intellectual Property Rights”), vests in the Company, its licensors or suppliers, as the case may be, and all rights not expressly granted are reserved.

    1. Although we grant you, for the duration of the Service, a limited, non-exclusive, non-transferable right and licence to use the Service and its underlying Software in accordance with the provisions of the Agreement, you acknowledge that you have no claim of any nature in and to the Intellectual Property Rights. You accordingly agree not to copy, duplicate, reproduce, transmit, modify, reverse engineer, decompile, or disassemble the Service, including the Software and/or Integration Documents, any user manuals and/or any printed material associated with the Service or any portion thereof in any way whatsoever and shall only use it for the purpose it is supplied.

    1. You will not at any time during or after termination or cancellation of the Agreement dispute the validity or enforceability of such rights, or cause to be done any act or thing contesting or in any way impairing or tending to impair any part of any of the Intellectual Property Rights and shall not counsel or assist any other person to do so.

    1. You may not use or alter any trademarks, trade or business names, designs or logos forming part of the Intellectual Property Rights, including our Company Trade Marks or do (or fail to do) anything that could adversely affect our rights in the Company Trade Marks or their value and you agree to fully reimburse us for any loss or damage that we suffer as a result of any use by you of our Company Trade Marks which is not in accordance with the Agreement.

    2. Solely to enable us to use Your Information as contemplated by the Agreement and our Privacy Policy (so that we are not violating any rights you might have in Your Information), you hereby grant us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sub-licensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in Your Information, in any media now known or not currently known. We will use and protect Your Information in accordance with our Privacy Policy.

    1. You are obliged to comply with all laws applicable to any intellectual property rights (including without limitation trade secrets, copyright, trademarks, registered designs and patents) in respect of any data, files and/or information accessed, retrieved or stored by you through your use of any of the Services.

    1. If, while the Agreement is in force, you make any improvement to any aspect of our Intellectual Property Rights (“Improvement”), you will promptly inform us thereof in writing and will assign all rights in such Improvement to us and will assist us to obtain patent, design, copyright and all similar forms of protection for such Improvement at our expense wherever we may choose to obtain such protection. All intellectual property rights in respect of such Improvement will be deemed to be included in the Intellectual Property Rights in terms of the Agreement.

    1. You shall comply with any and all relevant Payment Scheme Rules relating to the trademarks, data, logos, images, copyrighted materials or any other protected intellectual property of such Payment Scheme.

  1. CONFIDENTIALITY

    1. You may obtain software and other information relating to the Services which is confidential and proprietary to the Company (“Proprietary Information”). Such Proprietary Information may include, but is not limited to, trade secrets, know how, inventions, techniques, processes, programs, schematics, software source documents, and data. You will at all times, including following termination of this Agreement, keep all such Proprietary Information in confidence and will not disclose or use such Proprietary Information other than as expressly authorized under this Agreement, nor will you disclose the Proprietary Information to third parties without prior written consent. You further agree to immediately return to us or destroy and confirm in writing that you have destroyed all Proprietary Information (including copies) in your possession, custody or control upon termination of this Agreement at any time and for any reason.

    1. The obligations of confidentiality in this clause 12 will not apply to the extent that information (i) has entered the public domain through no fault of your own; (ii) prior to disclosure was already rightfully in your possession; (iii) subsequent to disclosure is obtained by you on a non-confidential basis from a third party who has the right to disclose such information; (iv) is subsequently or independently developed by you without reference to the Proprietary Information disclosed hereunder; or (v) is required to be disclosed by law or any regulatory authority with jurisdiction or pursuant to a court order, so long as (if this is possible in the circumstances) you give us adequate notice and the ability to challenge or limit such disclosure. You will not make any announcement, provide any press release, use Company’s Trade Marks or otherwise disclose any information to the press or other media concerning our services, Software or the terms of this Agreement without the prior written approval from us, except for any release necessitated by the rules of any stock exchange or any other regulatory authority with jurisdiction.

  1. DISCLAIMER

    1. YOU UNDERSTAND AND AGREE THAT THIS WEBSITE AND THE INFORMATION, SERVICES AVAILABLE THROUGH IT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU EXPRESSLY AGREE THAT USE OF OUR SERVICES AND THIS SITE IS AT YOUR SOLE RISK.

    1. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, LAYUP AND ITS AFFILIATES DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION PROVIDED BY LAYUP OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PROVIDERS, MERCHANTS, SPONSORS, LICENSORS OR THE LIKE SHALL CREATE A WARRANTY; NOR SHALL YOU RELY ON ANY SUCH INFORMATION OR ADVICE.

    1. YOU EXPRESSLY AGREE THAT USE OF THIS SITE, INCLUDING ALL CONTENT, DATA OR SOFTWARE DISTRIBUTED BY, DOWNLOADED OR ACCESSED FROM OR THROUGH THIS SITE, IS AT YOUR SOLE RISK. YOU UNDERSTAND AND AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR BUSINESS OR YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT, DATA AND/OR SOFTWARE.

    1. YOU ACKNOWLEDGE THAT LAYUP DOES NOT CONTROL IN ANY RESPECT ANY INFORMATION, PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES ON OR THROUGH THIS SITE, EXCEPT AS OTHERWISE AGREED IN WRITING, LAYUP AND ITS AFFILIATES ASSUME NO RESPONSIBILITY FOR AND MAKE NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY OR USEFULNESS OF CONTENT OR PRODUCTS DISTRIBUTED OR MADE AVAILABLE BY THIRD PARTIES THROUGH THIS SITE.

    1. LAYUP DOES NOT MAKE ANY WARRANTY THAT THIS SITE OR ITS CONTENT WILL MEET YOUR REQUIREMENTS, OR THAT THE SITE OR CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED. LAYUP DOES NOT REPRESENT OR WARRANT THAT MATERIALS IN THIS SITE OR INFORMATION PROVIDED BY LAYUP VIA EMAIL OR OTHER MEANS, ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. NOR DOES LAYUP MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF LAYUP OR ITS CONTENT OR AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH USE OF THE SITE.

    1. LAYUP ASSUMES NO RESPONSIBILITY FOR ANY DAMAGES SUFFERED BY A USER, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA FROM DELAYS, NONDELIVERIES OF CONTENT OR EMAIL, ERRORS, SYSTEM DOWN TIME, MISDELIVERIES OF CONTENT OR EMAIL, NETWORK OR SYSTEM OUTAGES, FILE CORRUPTION OR SERVICE INTERRUPTIONS CAUSED BY THE NEGLIGENCE OF LAYUP, ITS AFFILIATES, ITS LICENSORS OR A USER’S OWN ERRORS AND/OR OMISSIONS.

    1. LAYUP DISCLAIMS ANY WARRANTY OR REPRESENTATION THAT CONFIDENTIALITY OF INFORMATION TRANSMITTED THROUGH THIS WEB SITE WILL BE MAINTAINED.

    1. ALL THE INFORMATION APPEARING ON THIS SITE IS PROVIDED WITHOUT A REPRESENTATION OR WARRANTY WHATSOEVER, WHETHER EXPRESSED OR IMPLIED, AND LAYUP DISCLAIMS ANY LIABILITY TO THE USER IN THIS REGARD.

  1. LIMITATION OF LIABILITY
    1. Layup has taken reasonable steps as far as is possible, to ensure the accuracy and completeness of the content shown on this site, to ensure that the user doesn’t suffer any loss or damages as a result of the use of this site.

    1. UNDER NO CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION NEGLIGENCE, SHALL LAYUP OR ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, TRANSMITTING, OR DISTRIBUTING LAYUP OR RELATED SERVICES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING FROM OR IN CONNECTION WITH THE USE OR INABILITY TO USE LAYUP OR ANY CONTENT PROVIDED BY OR THROUGH THIS SITE, OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, OR OTHER INFORMATION THAT IS SENT OR RECEIVED, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF LAYUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    1. LAYUP SHALL HAVE NO LIABILITY TO YOU IN CONNECTION WITH ANY ACTIONS OR TRANSACTIONS BY AN INDIVIDUAL THAT USES YOUR USER NAME AND PASSWORD WITH YOUR CONSENT OR KNOWLEDGE OR ANY CAUSE OVER WHICH LAYUP DOES NOT HAVE DIRECT CONTROL, INCLUDING, BUT NOT LIMITED TO, PROBLEMS ATTRIBUTABLE TO COMPUTER HARDWARE OR SOFTWARE (INCLUDING COMPUTER VIRUSES), TELEPHONES (OR OTHER COMMUNICATIONS EQUIPMENT), OR INTERNET SERVICE PROVIDERS.

    1. LAYUP SHALL HAVE NO LIABILITY TO YOU IN CONNECTION WITH ANY PRODUCT, SERVICE OR OTHERWISE, PURCHASED OR USED AS A RESULT OF THE USE OF THIS SITE. IT IS EXPRESSLY UNDERSTOOD THAT THE USER IS AWARE THAT LAYUP PROVIDES A SERVICE TO BRING BUYER AND SELLER OR SERVICE OFFERER AND SERVICE CONSUMER TOGETHER, AND ACCEPTS NO RESPONSIBILITY FOR THE QUALITY, RELIABILITY, SAFETY, FUNCTION, SUITABILITY OR OTHERWISE, OF A PRODUCT PURCHASED, SERVICE USED, OR OTHERWISE, AS A RESULT OF THE USE OF THIS SITE.

    1. Layup shall not be liable for any fraud, deception or misrepresentations by Users of the Service in any capacity whatsoever.

    1. In no event shall Layup be liable for any act or omission of any third party (such as, for example, any provider of telecommunications services, internet access or computer equipment or software) or for any circumstances beyond our control (such as, for example, a fire, flood, or other natural disaster, war, riot, strike, act of civil or military authority, equipment failure, computer virus, or failure or interruption of electrical, telecommunications or other utility services).

    1. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, in such jurisdictions, liability is limited to the fullest extent permitted by law.

  1. INDEMNITY

    1. As far as the law allows, you indemnify and hold harmless the Company, its parent, subsidiaries, affiliates, officers, directors and employees, against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees) arising from your use of and access to Services, your violation of any term of Agreement (including the documents incorporated by reference), your violation of any third party right, including without limitation any copyright, trademark, trade secret or other property, or privacy right or any claim that Your Information caused damage to a third party.

    1. This clause 15 will survive termination, modification or expiration of these General Terms and your use of the Services.

  1. TERMINATION AND CONSEQUENCES OF TERMINATION

Notwithstanding any of these terms and conditions, Layup reserves the right, without notice and in its sole discretion, to terminate your use of the Services, and to block or prevent future access to the Services.

  1. FORCE MAJEURE
    1. Whilst we aim to provide uninterrupted Services, we cannot guarantee this as interruptions may be caused by factors beyond our reasonable control including, but not limited to an event of fire, lightning, explosion, electricity and utility services, flood, hurricane, act of God, war, terrorism, civil disorder, delivery failures, failure of communications networks and facilities, including the Internet, epidemics, plagues, strikes; boycotts, and lock-outs of all kinds and go-slows (excluding boycotts, strikes, lock-outs and go-slows by or of our own personnel) or any other event beyond our reasonable control (a “Force Majeure Event”).

    1. If we are prevented or restricted directly or indirectly from carrying out all or any of its obligations under this Agreement or a Service in terms of the applicable Service Terms due to a Force Majeure Event, we shall be relieved of our obligations during the period that such event and its consequences continue but only to the extent so prevented and we shall not be liable for any delay or failure on the performance of any obligations hereunder or loss or damages, either general, special or consequential which the Clients may suffer due to or resulting from such delay or failure, provided always that we (i) shall give written notice to you of any such inability to perform or interruption to our Services and (ii) shall use reasonable endeavours to mitigate the effects and duration of the Force Majeure Event. We shall, upon termination of the Force Majeure Event, giving rise to such non-performance, give you written notice. We shall not be entitled to invoke this clause if we failed to take all steps and precautions which could reasonably be expected to have been taken, in order to prevent such act or event occurring and in order to mitigate and minimise the effect of such event.

    1. Should the Force Majeure Event continue for a period of more than 14 (fourteen) days, then you are entitled to terminate the affected Service with immediate effect.

    1. We will, wherever possible, will provide advance warning on our Website of any known or planned interruptions and will try to ensure any interruption is kept as brief as possible.

    1. In no event will we be legally responsible (liable) to you for any failure by you and/or your third party service providers (including banks) or any of your and/or third party service providers systems, network and/or equipment which has an impact on the Services.

  1. WAIVER

A waiver of any right under this Agreement or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

  1. NO PARTNERSHIP OR AGENCY

Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

  1. SEVERANCE

    1. If a court or similar body decides that any wording in the Agreement is invalid or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant wording shall be deemed deleted. Any modification to or deletion of any wording under this clause shall not affect the validity and enforceability of the rest of this Agreement.

    1. If one party gives notice to the other of the possibility that any wording of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

  1. COMPLAINTS AND DISPUTES

    1. Should you have any concerns or issues relating to the provision of the Services, please contact our Support Team at [email protected]

    1. Should a dispute of any nature whatsoever arise between you and us on any matter provided for in or arising out of the Agreement and such dispute is not resolved internally then, save for urgent or interim relief which may be granted by a competent court, such a dispute may be submitted to confidential arbitration in terms of the expedited rules of the Arbitration Foundation of South Africa. Arbitration proceedings shall be conducted in Cape Town in English. The expedited arbitration rules may be downloaded from http://www.arbitration.co.za/downloads/expedited_rules.pdf

  1. GOVERNING LAW AND JURISDICTION

The Website is hosted, controlled and operated from the Republic of South Africa and therefore governed by South African law. The Agreement is also governed by South African law. Subject to the ‘Complaints and Disputes’ clause of these General Terms, you and the Company submit to the non-exclusive jurisdiction of the South African courts.

  1. ADDRESSES FOR NOTICES

    1. All legal notices given in terms of this Agreement will be in writing and all notices may be sent to the addresses you have provided when completing the online registration process. Any change in your address will only be effective if and when we receive written notification of your change in address.

    1. We choose as its physical address for all purposes, including legal notices, under the Agreement, the following address: Block B, 5th Floor, Woodstock Exchange, 66-68 Albert Road, Woodstock, Western Cape.

    1. Where communications are made electronically, where provided for in accordance with the Agreement, such communications shall be deemed to have been received within 48 hours after having been sent, save where the sender knows that delivery thereof has failed.

  1. ELECTRONIC COMMUNICATIONS

    1. To the fullest extent permitted by applicable law, you consent to receiving the Agreement or any part thereof, and any other agreements, notices or other communications (“Communications”) from us regarding your Client Account and your use of the Services electronically. Electronic Communications may be posted on the Website and/or sent to the e-mail address we have on record for you. Please print a copy of each Communication and retain it for your records.

    1. We reserve the right, but assumes no obligation to, provide Communications in paper format.

    1. You agree that in the event of a dispute between you and us or between you and any other Client or Payer, our electronic records of your transactions, these General Terms, Privacy Policy, Service Terms, any identity verification information provided in a paper format and subsequently scanned or otherwise converted into an electronic format, and any other information stored or created electronically shall be admissible in a court of law or in relation to a law enforcement or regulatory investigation or prosecution.

  1. GENERAL

    1. We are entitled to assign the Agreement to any third party without your consent other than if such assignment would be to your detriment, but for security reasons, you may not cede, assign or otherwise transfer the Agreement or any of your rights or obligations thereunder to any other person without obtaining our prior written consent thereto.

    1. If either of us fails or delays the exercise of any rights or remedies under the Agreement, we will not be deemed to have waived (i.e. given up) those rights or remedies in any way.

    1. The Agreement (including the Privacy Policy and other documents or policies incorporated into these General Terms) is the entire agreement between you and us with respect to your use of the relevant Services, and supersedes all documentation, information and other communications (in each case whether spoken or written) between us with respect to such access and use.

      1. If the Consumer Protection Act, 2008 (“CPA”) applies to these General Terms or the Service Terms, it is not intended that any of the provisions in the General Terms, or the Service Terms contravene anything contained in the CPA. All the provisions in these General Terms or the Service Terms must be treated as being qualified, to the extent necessary, to ensure the provisions of the CPA are complied with.