Terms & conditions

-Last Updated: MAY 2022
PLEASE ENSURE THAT YOU’VE READ THESE TERMS AND CONDITIONS CAREFULLY. BY ACCESSING THE LAYUP WEBSITE OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THIS 1) LAYUP USER AGREEMENT, THE 2) LAYUP ACCEPTABLE USE POLICY, THE 3) LAYUP ELECTRONIC COMMUNICATIONS DELIVERY POLICY AND, THE 4) LAYUP PRIVACY POLICY. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, PLEASE DO NOT ACCESS OUR WEBSITE OR USE OUR SERVICES. YOU SHOULD PRINT A COPY OF THESE TERMS AND CONDITIONS FOR YOUR RECORDS.

1. OUR AGREEMENT

  • THE PARTIES TO THIS AGREEMENT: This Agreement describes a contractual relationship between you (“you” or “your”) and Layup Technologies (Proprietary) Limited (“Layup”, “we”, “us”, “our”) regarding your use of our services, concerning the services and/or products you provide to consumers. Using our services means that you must accept all of the terms and conditions contained in this Agreement and the agreements listed on our Legal Agreements page, including but not limited to, the Layup Acceptable Use Policy, Layup Electronic Communications Delivery Policy and the Layup Privacy Policy. If you do not agree with all of these Legal Agreements, then you are expressly prohibited from using the our services and website and you must discontinue use immediately.

    If you are using our services on behalf of a company, partnership, association, government or other organisation (your “Organisation”), you warrant that you are authorised to do so and that you are authorised to bind your Organisation to these Terms. In such circumstances “you” will include your Organisation.

    The information provided on herein is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the website and our services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

  • CHANGES MADE TO THIS AGREEMENT: We may unilaterally decide to change this Agreement from time to time, provided, however, that such changes will not impose additional obligations on you concerning actions you had taken before the change became effective unless you specifically agree to such changes. If Layup makes any changes to this Agreement that it deems to be material, it will make a reasonable effort to inform you of such changes, but it is your responsibility to review the Agreement posted on our website from time to time to see if it has been changed

    In addition, as our services and user experience are constantly evolving, we may from time to time (and to the extent permitted by applicable laws and regulations) add, change or remove features from our services (including in relation to whether a service is free of charge or not), or suspend or terminate a service altogether.

  • THE DEFINITIONS AND RULES OF INTERPRETATION APPLICABLE TO THIS AGREEMENT: The definitions and rules of interpretation contained in our Layup Legal Definitions document are applicable to this Agreement.To be eligible to use the Services, you must be at least 18 years old and a resident of the Republic of South Africa or those territories within which we may elect to conduct business within from time to time. You represent and warrant that you are eligible to use the Services.

2. OUR SERVICES

 

  • The Layup Service: Layup is payment technology designed to allow you to purchase products and services from Layup Merchants today and pay for them later, through the payment of a deposit followed by instalment payments thereafter. To start using Layup, you need to open a Layup Account.
  • PAYMENT: Before completing any transaction on your behalf through any Layup Services, Layup will secure your promise to pay by disclosing all terms and conditions applicable to that transaction and securing your affirmative consent to those terms for that transaction, including your promise to pay the amount of the goods and services financed by the Layup Merchant or Layup. By accepting this Agreement and confirming the financing of any purchases through the Layup Merchant or Layup, you give us the right to collect any unpaid portions of the financed purchase, plus any agreed upon additional fees incurred.
  • HOW TO BECOME A LAYUP USER: To become a User of the Layup Services, you must create a Layup User Account. By opening a User Account and accepting the terms as outlined in this Agreement, you attest that you are establishing the Account to enable yourself to finance the purchase goods and services from Layup Merchants.
  • ACCOUNT SECURITY: Layup identifies User Accounts by the email address and mobile phone number linked to the User Account. We use 2-factor authentication to secure your Account. The first factor is a Personal Identification Number or PIN. This number is created by you and can be changed at any time in your Account Profile. The second factor we use is a One Time Password (“OTP”) that we Short Message Service (“SMS”) to your mobile phone number. The OTP proves that you have possession of your mobile phone number and the device you are using with Layup Services. Layup uses device identification techniques and algorithms to remove the need for the OTP when we recognize a previously identified and approved device.
  • FIRST TIME ACTIVATION: To create a Layup User Account, we require that you provide us with your mobile phone number and prove that you have possession of that device by entering an OTP. We then ask you to create a PIN and identify yourself. User identification properties that we ask for include, but are not limited to, first and last name, address, and date of birth.

 

  • OUR ROLE IN YOUR TRANSACTIONS: Layup is not engaged in the sale of any goods or services purchased by you from a Layup Merchant and is not liable for the adequate supply of the services of goods purchased by you. Layup does not have control of, or liability for, the products or services purchased through the Layup Services. it is important that you familiarise yourself with the terms and conditions of the Layup Merchant from whom you have purchased goods or services. If you have a dispute with a Layup Merchant related to your purchase, please send us an email to [email protected]and we will to the best of our ability assist.
  • CANCELLING TRANSACTIONS:  Layup is not engaged in the sale of any goods or services therefore the cancellation of any transaction that you have entered into with a Layup Merchant shall be dealt with according to cancellation policy contained in their terms and conditions. Please ensure that you are familiar with the cancellation policy of the particular Layup Merchant you are transacting with as we bear no liability or responsibility in this regard.

3. USING LAYUP

  • PURCHASES: You can use Layup to pay for purchases of goods and services from Layup Merchants by using Layup functionality on Layup Merchant sites and interfaces. Payment mechanisms for your down payment and instalment payments may include but are not limited to, bank accounts, credit cards, and debit cards. If a bank account is used as your selected payment method, you are requesting an electronic transfer from your bank account. For these transactions, Layup will make electronic transfers from your bank account in the amount you specify. You agree that you grant authorization to Layup to make the transfers from any of your bank account(s), debit card(s) and/or credit card(s) to fulfil your deposit payment, or a missed or failed payment. You give Layup the right to resubmit any transaction you authorized that is returned for insufficient or uncollected funds or any other reason.
  • REFUNDS: The refund process applicable to you shall be dealt with in terms of the terms and conditions agreed to between yourself and the applicable Layup Merchant. You can notify the Merchant of your intention to request a refund via the customer dashboard on your Layup User Account. If the automatic cancellation setting has been preselected on the Account, Layup will process the refund request subject to available funds. If the automatic cancellation option has not been preselected, the refund request will need to be approved by the Layup Merchant who will in turn instruct us to process relevant refunds. Layup will only be responsible for facilitating refunds in the event that we are holding funds on behalf of the Layup Merchant. Please be advised that Layup will always refund back to the source of the original payment.
  • PAYMENT REVIEW: We have a payment review process whereby we reviews certain potentially high-risk transactions made by you. If a payment is subject to our payment review process, we will place a hold on the payment and provide notice to you and the relevant Layup Merchant. Layup will conduct a review and either clear or cancel the payment. If the payment is cleared, Layup will provide notice to you and the Layup Merchant. Otherwise, Layup will cancel the payment and the funds will be returned to you.
  • UNAUTHORIZED PAYMENTS VIA LAYUP: If your problem is a Layup transaction that you did not authorize, please contact Layup at [email protected] to report the unauthorized transaction. For Layup to help you, you must have Layup User profile in good standing, have purchased the item via Layup, and be on time with all instalment payments to date. You must also lodge the dispute within 30 days of the date you sent the payment.
  • LAYUP DISPUTE MANAGEMENT SYSTEM: Layup encourages you to communicate with Layup Merchants directly to manage any purchase disputes. Layup Services provides a dispute management system by way of an email to the Layup customer support team. Layup is not a party to any purchase dispute. Our role in disputes is limited to creating a communications channel for User and Merchant Accounts.
  • YOUR BANK ACCOUNTS: When you log into your bank account to connect your bank account(s) to your Layup Account, Layup will store information related to all accounts connected to this bank connection. Layup reserves the right to initiate payments and withdraw funds from any bank account(s) on file at any time in order to collect all payments, including delinquent payments. This includes saving accounts and non-primary checking accounts.
  • CREDIT REPORTS: If you open a Layup Account, you are providing Layup with express authorization to obtain your personal credit report from a credit bureau. We are using this credit report as a supplement to our ‘Know Your Customer’ processes and to identify any business risks that may exist to Layup in offering financing to you.
  • PROPRIETARY ANALYSIS: We use proprietary analysis tools to evaluate your ability to successfully complete your instalment payments with Layup. Layup reserves the right to alter its analysis algorithms at any time.

4. FEES AND INTEREST

We charge no interest and no up-front fees to Users for making purchases via our platform. We reserve the right to add interest and fees to future purchases should our business model change. We will notify Users of all fees and interest if and when we decide to add interest and fees. This is a material change to the terms and conditions of this Agreement, therefore you will be notified accordingly and be afforded an opportunity to agree to these amended terms to the extent that may be necessary.

5. YOUR PRIVACY AND OUR PRIVACY POLICIES

  • YOUR PRIVACY: Protecting your privacy is very important to Layup. Please review our Privacy Policy to better understand our commitment to maintaining your privacy, as well as our use and disclosure of your Information.  By using our services, you’re also agreeing that we can process your information in the ways set out in the Privacy Policy. Both Layup and Layup Merchant’s process User’s personal information (for example name, email address, and delivery address) and are therefore considered separate and independent data controllers of User’ personal information under the Protection of Personal Information Act 2021. That means that each party is responsible for the personal information it processes in providing the services. For example, if a Layup Merchant accidentally discloses a User’s name and email address when fulfilling another User’s order, the Layup Merchant, not Layup, will be responsible for that unauthorised disclosure.

  • PASSWORD SECURITY: You are responsible for maintaining adequate security and control of any and all IDs, OTPs, passwords, personal identification numbers (PINs), or any other codes that you use to access the Layup Services.

  • IDENTITY AUTHENTICATION: You authorize Layup, directly or through third parties, to make any inquiries we consider necessary to validate your identity. We may ask for your Identity Number or to see your driver’s license or other identifying documents at any time. Layup reserves the right to close, suspend, or limit access to your Account, Layup and all Layup Services in the event we are unable to obtain or verify this Information.

6. INTELLECTUAL PROPERTY

“Layup” and all logos related to the Layup Services are either trademarks or registered trademarks of Layup or Layup’s licensors. You may not copy, imitate or use them without Layup’s prior written consent. Also, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and trade dress of Layup. You may not copy, imitate, or use them without our prior written consent.

7. LIABILITY

  • YOUR LIABILITY: You are responsible for all fees, fines, penalties and other liability incurred by Layup, a User, a Layup Merchant, or a third party caused by or arising out of your breach of this Agreement, and your use of the Layup Services. You agree to reimburse Layup, a User, or a third party for any and all such liability.

  • REIMBURSEMENT FOR YOUR LIABILITY: If you are liable for any amounts owed to Layup, you authorize Layup to process and collect such amounts from your Account or your bank account on file. If you do not have sufficient funds in your Account or your bank account, you acknowledge that Layup may engage in collection efforts to recover such amounts from you.

8. RESTRICTED ACTIVITIES AND LIABILITY

  • In connection with your use of our website, your Account, Layup Services, or in the course of your interactions with us, other Users, or third parties, you agree and undertake that you will not:

    • Breach this Agreement, the Acceptable Use Policyor any other agreement or policy that you have entered into with us;
    • Violate any law, statute, ordinance, or regulation;
    • Infringe Layup’s or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
    • Purchase illegal and/or counterfeit goods/services;
    • Act in a manner that is defamatory, threatening or harassing to Layup, Layup Users, other Layup Merchant or any third party;
    • Provide false, inaccurate or misleading information to Layup and/or Layup Users and/or the general public;
    • Send or receive what we reasonably believe to be potentially fraudulent funds;
    • Refuse to cooperate in an investigation or provide confirmation of your identity or any Information you provide to us;
    • Control an Account that is linked to another Account that has engaged in any of these Restricted Activities;
    • Conduct your business or use Layup Services in a manner that results in or may result in complaints, disputes, fees, fines, penalties or other liability to Layup, Users, third parties or you;
    • Have a credit score from a credit reporting agency that indicates a high level of risk associated with your use of Layup Services;
    • Use your Account or Layup Services in a manner that Layup, or any other EFT network reasonably believes to be an abuse of the EFT system or a violation banking law;
    • Take any action that imposes an unreasonable or disproportionately large load on our infrastructure; facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or Information; use an anonymizing proxy; use any robot, spider, other automatic device, or manual process to monitor or copy our website without our prior written permission; or use any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to interfere with our website, mobile App or Layup Services;
    • Take any action that may cause us to lose any of the services from our Internet service providers, payment processors, or other suppliers;
    • Use Layup Services to test payment behaviours;
    • Circumvent any Layup policy or determinations about your Account such as temporary or indefinite suspensions or other limitations or restrictions, including, but not limited to, engaging in the following actions: attempting to create new or additional Layup Account(s) when an Account has been restricted, suspended or otherwise limited; creating new or additional Layup Accounts using information that is not your own (e.g. name, address, email address, etc.); or using someone else’s Layup Account;
    • Circumvent any Layup policy or determinations about your Account such as temporary or indefinite suspensions or other limitations or restrictions, including, but not limited to, engaging in the following actions: attempting to create new or additional Layup Account(s) when an Account has been restricted, suspended or otherwise limited; creating new or additional Layup Accounts using information that is not your own (e.g. name, address, email address, etc.); or using someone else’s Layup Account;

  • ACTIONS BY LAYUP: If Layup, in its sole and absolute discretion, believes that you may have engaged in any restricted activities, we may take various actions to protect Layup, Users, other third parties, or you from fees, fines, penalties and any other liability. The actions we may take include, but are not limited to, the following:

    • We may close, suspend, or limit your access to your Account or Layup Services (such as limiting your ability to accept payments, make withdrawals, or remove financial Information);
    • We may contact Merchants you have interacted with, contact your bank, and/or warn other Users, law enforcement, or impacted third parties of your actions;
    • We may update inaccurate Information you provided us;
    • We may refuse to provide Layup Services to you in the future;
    • We may hold any Balance for up to 180 Days if reasonably needed to protect us against the risk of liability or if you have violated our Acceptable Use Policy; and
    • We may take legal action against you.

  • YOUR LIABILITY: You are responsible for all fees, fines, penalties and other liability incurred by Layup, a User, or a third party caused by or arising out of your breach of this Agreement, and/or your use of Layup Services. You agree to reimburse Layup, a User, or a third party for any and all such liability.

  • AUTHORISATION TO REIMBURSE: In the event that you are liable for any amounts owed to Layup, you authorize Layup to immediately remove such amounts from your Account or your bank account on file. If you do not have sufficient funds in your Account or your bank account, you acknowledge that Layup may engage in collection efforts to recover such amounts from you.

  • ACTIONS BY LAYUP – COURT ORDERS OR OTHER LEGAL PROCESS: Layup, in its sole discretion, may take various actions including any limitation on your Account or the funds in it and/or releasing any or all of your funds in the event it receives notice of a court order or other legal process that restricts the use of or access to your funds or requires their release. Layup will give notice of a limitation it makes to comply with a court order or other legal process, unless the court order or other process directs that Layup does not provide you notice, in which case the court order or other process supersedes any notice obligation Layup has undertaken or agreed to under the terms of this Agreement. Layup has no obligation to contest or appeal from any such order or process.

  • ACTIONS BY LAYUP – ACCOUNT CLOSURE, TERMINATION OF SERVICE AND RELATED MATTERS: If we close your Account or terminate your use of Layup Services for any reason, we will provide you with notice of our actions. Except as expressly provided otherwise in this Agreement, if we limit access to your Account, including through a Reserve or hold, we will provide you with notice of our actions; we will also provide you with an opportunity to request restoration of access if, in our sole discretion, we deem it appropriate.

  • LIMITATION OF LIABILITY: IN NO EVENT SHALL LAYUP IT’S, AFFILIATES, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES AND SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF DATA OR LOSS OF BUSINESS) ARISING OUT OF OR IN CONNECTION WITH OUR WEBSITE, THE LAYUP SERVICES, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE), UNLESS AND TO THE EXTENT PROHIBITED BY LAW. OUR LIABILITY, AND THE LIABILITY OF OUR PARENT AND AFFILIATES, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES. IN ADDITION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, LAYUP, OUR PARENT, AND AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND SUPPLIERS ARE NOT LIABLE, AND YOU AGREE NOT TO HOLD THESE PARTIES RESPONSIBLE, FOR ANY DAMAGES OR LOSSES (INCLUDING, BUT NOT LIMITED TO, LOSS OF MONEY, GOODWILL, OR REPUTATION, PROFITS, OR OTHER INTANGIBLE LOSSES OR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES) RESULTING DIRECTLY OR INDIRECTLY FROM:

 

    • YOUR USE OF OR YOUR INABILITY TO USE LAYUP’S SITES AND SERVICES;
    • DELAYS OR DISRUPTIONS IN LAYUP’S SITES AND SERVICES;
    • VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING LAYUP’S SITES OR SERVICES OR ANY SITE OR SERVICE LINKED TO LAYUP’S’S SITES OR SERVICES;
    • GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN LAYUP’S SITES OR SERVICES OR IN THE INFORMATION AND GRAPHICS OBTAINED FROM THEM;
    • THE CONTENT, ACTIONS, OR INACTIONS OF THIRD PARTIES;
    • A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR ACCOUNT;
    • YOUR NEED TO MODIFY PRACTICES, CONTENT, OR BEHAVIOR, OR YOUR LOSS OF OR INABILITY TO DO BUSINESS, AS A RESULT OF CHANGES TO THIS MERCHANT AGREEMENT OR LAYUP’S POLICIES.
    • LAYUP RESERVES THE RIGHT TO MODIFY ITS POLICIES AND THIS MERCHANT AGREEMENT AT ANY TIME CONSISTENT WITH THE PROVISIONS OUTLINED HEREIN.

No Warranty: THE LAYUP SERVICES ARE PROVIDED WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED, TACIT OR STATUTORY. LAYUP, OUR PARENT AND AFFILIATES, AND THE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES AND SUPPLIERS OF LAYUP, OUR PARENT OR OUR AFFILIATES, SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Layup does not have any control over the products or services that are paid for with Layup Services and Layup cannot ensure that the party you are transacting with will actually complete the transaction or is authorized to do so. Layup does not guarantee continuous, uninterrupted or secure access to any part of Layup Services, and operation of our site may be interfered with by numerous factors outside of our control. Layup will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, and check issuances are processed in a timely manner but Layup makes no representations or warranties regarding the amount of time needed to complete processing because Layup Services are dependent upon many factors outside of our control, such as delays in the banking system.

9. INDEMNIFICATION AND RELEASE

  • You irrevocably agree to defend, indemnify and hold Layup, our parent, Affiliates and the officers, directors, agents, joint venturers, employees and suppliers of Layup, our parent, or our Affiliates, harmless from any claim or demand (including attorneys’ fees) made or incurred by any third party due to or arising out of your breach of this Agreement, your improper use of Layup Services, and/or your violation of any law or the rights of a third party.

  • If you have a dispute with one or more Users, you release Layup and our, Affiliates,   directors, agents, joint ventures, employees and suppliers, from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

10. BREACH, TERMINATION & DISPUTES

  • BREACH AND TERMINATION RESULTING FROM BREACH: In the event that either Party (‘the Defaulting Party’), –

    • Commits any breach of any of its obligations in terms of this Agreement, and in the case of a remediable breach, fails to remedy that breach within 5 (Five) business days (or such longer period as may be agreed by the Parties) of receipt of a notice requiring that the breach be remedied;
    • Commits an act of insolvency, be placed under business rescue or be wound-up (whether provisionally or finally);
    • Compromises with any of its creditors or endeavours or attempts to do so;
    • Has made any incorrect or untrue statement or representation in connection with this Agreement, or its financial affairs, or any particulars thereof;
    • In the case of the Licensee, does or suffers to be done anything which might prejudice the Licensor’s rights in terms of this Agreement, or which might cause the Licensor to suffer any loss or damage, or allows the Payment Solution to be attached under any legal process issued against it; and
    • Ceases or threatens to cease to carry on business or suspends payment of all or substantially all of its debts or is unable to pay its debts as and when they fall due, then, subject to the remainder of the content of this Agreement, the other Party (‘the Innocent Party’) shall, without prejudice to any of its rights and remedies at law or in terms of this Agreement be entitled to cancel this Agreement and claim damages from the Defaulting Party.

  • Subject to the remainder of the content of this Agreement, the termination of this Agreement, for whatever reason, shall not affect the rights of either of the Parties at law or in terms of this Agreement –

    • that may have accrued before the termination of this Agreement; or
    • which specifically or by their nature survives the termination of this Agreement.

  • Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

    If a dispute arises between you and Layup, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost-effective means of resolving the dispute quickly. Disputes between you and Layup regarding the Layup Services may be reported to [email protected].

11. NOTICES

  • You agree that Layup may give you notice about in respect of this Agreement and any ancillary matter electronically and in the manner described in our Electronic Communications Delivery Policy. Any electronic communications will be considered to be received by you within 1 hours after the time we post it to our website or email it to you.

  • Unless the contrary is expressly stated in our Electronic Communications Delivery Policy, or this Agreement, notice to Layup must be hand delivered or set via registered post to 61 Katherine Street Sandton, 1st Floor, Johannesburg 2196, South Africa.

  • In order to contact you more efficiently, we may at times contact you using calls or text messages at the telephone number(s) you have provided us. We may place such calls or texts to (i) provide notices regarding your Account or Account activity, (ii) investigate or prevent fraud, or (iii) collect a debt owed to us. You agree that we and our service providers may contact you using autodialled or pre-recorded message calls and text messages to carry out the purposes we have identified above. We may share your phone number(s) with service providers with whom we contract to assist us in pursuing these interests, but will not share your phone number(s) with third parties for their own purposes without your consent. Standard telephone minute and text charges may apply. We and our service providers will not use autodialled or pre-recorded message calls or texts to contact you for marketing purposes at the telephone number(s) you designate unless we receive your prior express written consent.

  • You understand and agree that Layup may, without further notice or warning and in our discretion, monitor or record telephone conversations you or anyone acting on your behalf has with Layup or its agents for quality control and training purposes or for its own protection.

  • You acknowledge, understand and further agree that, while your communications with Layup may be overheard, monitored, or recorded without further notice or warning, not all telephone lines or calls may be recorded by us, and we do not guarantee that recordings of any particular telephone call will be retained or retrievable from us.

12. GENERAL

  • STATUS OF AGREEMENT: This Agreement supersedes and replaces any and all agreements between the Parties and undertakings given to or on behalf of the Parties in relation to the subject matter hereof.

  • CONTINUATION OF CERTAIN RIGHTS: The expiration, cancellation or other termination of this Agreement shall not affect those provisions of this Agreement which expressly provide that they will operate after such expiration, cancellation or other termination or which of necessity must continue to endure after such expiration, cancellation or other termination, notwithstanding that the relevant clause may not expressly provide for such continuation.

  • WHOLE AGREEMENT: This Agreement constitutes the entire agreement between the Parties as to the subject matter hereof and save as may be expressly set out herein, no agreements, representations or warranties between the Parties regarding the subject matter hereof other than those set out herein are binding on the Parties.

  • LENIENCY: No indulgence, leniency or extension of time which any Party may give or allow to the other Party in respect of the performance of any obligation hereunder, shall in any way prejudice the Party giving or allowing the indulgence, leniency or extension or preclude such Party from exercising any of its rights an enforcing the obligations of the other Party in terms of this Agreement.

  • NON-VARIATION: No addition to, alteration, cancellation, variation or novation of this Agreement and no waiver of any right arising from this Agreement or its breach or termination shall be of any force or effect unless reduced to writing and signed by all the Parties or their duly authorised representatives.

  • SEVERABILITY: Each of the provisions of this Agreement is separate and severable and enforceable accordingly. If any such term or condition is or becomes unenforceable for any reason whatsoever, that term or condition is severable from and shall not affect the validity of any other term or condition contained in this Agreement.

  • CESSION OF RIGHTS: You shall be entitled to cede, assign or delegate any of his rights and/or obligations in terms of or arising from this Agreement to any third party without the prior written consent of Layup.

  • FORCE MAJURE: Neither Party shall have any liability whatsoever to the other Party or be deemed to be in default of this Agreement as a result of any delay or failure in performing its obligations in terms of this Agreement to the extent that any such delay or failure arises from causes beyond the control of such Party, including but not limited to acts of God (including flooding and earthquakes), acts or regulations of governmental nature or supra national authority, war or national emergency, accident, fire, riot, strikes, lockouts and industrial disputes, provided that such Party shall give prompt notice to the other Party of such occurrence and shall make all reasonable efforts to eliminate the effect thereof to the extent possible.

  • GOVERNING LAW: This Agreement shall be governed by the laws of the Republic of South Africa.