The [*] website (“Website”), and the Services therein, are offered to the Subscriber by Wesolve4x (Pty) Ltd, a private company duly incorporated in terms of the company laws of South Africa, with registration number 2017/468464/07 (hereinafter referred to as “Wesolve4x”, “We”, “Our”, “Us”), with its principal place of business at 7085 Fumane Street, Moleleki Extension 2, Katlehong, Gauteng.
In these terms and conditions, the following words shall have the meaning as ascribed herein:
1.2 “Commencement Date” means the date of signature of the Party last signing this Agreement;
1.3 “ECTA” means Electronic Communications and Transactions Act No. 25 of 2002, as amended;
1.4 “Intellectual Property” means intellectual property, including but not limited to discoveries; inventions; Designs; processes; know-how; research results; business names; domain names; Patents and patent applications; Trade Marks and trade mark applications; rights in any Designs (registered or unregistered and applications for same); Copyright (including rights in computer software and typography rights); confidential and proprietary knowledge and information and any rights protecting same; business goodwill and reputation and rights protecting same; database rights; and all intellectual property rights and forms of protection of a similar nature to any of the foregoing or having an equivalent effect anywhere in the world;
1.5 “Month” means a calendar month;
1.6 “Registration Form” means the form completed by the Subscriber on the Website for the supply or procurement of Services;
1.7 “Subscriber/ You” means you, the Party as described in the Registration Form and who uses the Website in order to supply or procure the Service;
1.8 “Party/ies” means either Wesolve4x or the Subscriber who is described in the Registration Form, or both, as the context indicate;
1.9 “Personal Information” means any personal information of a Subscriber, which the Website captures through the Subscriber’s use of the Website, and includes but is not limited to, the Subscriber’s name, location, contact numbers, e-mail address and any other type of personal information as defined in section 1 of the ECTA and POPI, each of which forms a separate data tag of personal information on the Website;
1.10 “POPI” means the Protection of Personal Information Act No. 4 of 2013, as amended;
1.11 “Services” means the supply and procurement of the various additional learning and development in the educational subjects including but not limited to maths, english physics, accounting and other subjects which are offered by Us in return for a Subscription Fee;
1.12 “Subscription Fee” means the fee payable as consideration for the Services rendered by Us.
SUBSCRIPTION, DURATION AND CONSENT
The Subscriber must register on the Website and select the Subscription Fee in order for the Website to process and capture the Subscriber’s request and render the Services therein.
This Agreement shall commence on the Commencement Date and shall continue indefinitely unless terminated in accordance with the provisions of clause 12.
By using the Website, the Subscriber hereby acknowledges that the Subscriber has read, understood and agrees to be bound by these terms and conditions.
The Website enables the Subscriber to browse and select various Services as offered by Us.
SUPPLY AND PROCUREMENT OF SERVICES ON THE WEBSITE
The registration is confirmed by the Subscriber clicking on the “Register” icon, You as the consumer declare that You have accepted the registration, together with these terms and conditions. A detailed acknowledgment of the Services requested and supporting documentation required, if any, will be sent to You at the email address which You have provided on the Registration.
You may cancel the Services requested on the Website by using the “Contact Us” icon or by emailing [*]. Should You cancel the Services within 7 (seven) days of the Services to be rendered, We shall refund You within 30 (thirty) days of receiving such notice of cancelation. If, however, You cancel the Services within 48 (forty eight) hours of the Services to be rendered, a reasonable administration fee of 10% (ten percent) of the Subscription Fee shall be applied prior to the refund being made, which refund shall occur within 30 (thirty) days of receiving the notice of cancellation.
Services offered, including package deals, are valid for as long as the offer is displayed on the Website.
The Services will be invoiced at the Subscription Fee in force when the Services is registered.
The price includes value added tax (VAT), at the rate in force at date of registration.
In order to pay the Subscription Fee, the Subscriber must use the following method of payments accepted by Us:
In the event of non-payment of any amount owed, or of any adverse payment circumstances, We reserve the right to suspend or cancel any Services requested by You, whether there is a dispute regarding the payment of previous Services rendered, or for any other legitimate reason.
USE OF THE PERSONAL INFORMATION
You grant Us the necessary authorisation required to process Your Personal Information in order to render the Services to You.
We will only use the Personal Information as captured by You that is necessary for the Services to be rendered and shall only disclose the Personal Information to the entities that are related to Us and require the Personal Information for purposes of rendering the Services herein.
The Subscriber hereby agrees to access and use the Website with the utmost good faith, integrity and trust and at the Subscriber’s own risk.
AVAILABILITY, MAINTENANCE AND ACCURACY OF INFORMATION
We shall endeavour to facilitate the ongoing availability of the Website, however, We cannot guarantee the availability on a 24 (twenty-four) hour, 7 days a week basis.
We reserve the right, within Our sole discretion and at any time, to conduct system upgrades and maintenance on the Website and where possible, shall afford the Subscriber prior notice of any scheduled maintenance or upgrade.
The Website and the Services therein may become unavailable from time to time due to maintenance, electricity supply failure, network problems or for any other reason. We shall not be held liable for any interruptions in the availability of the Website and provision of the Services therein, for any reason.
We do not guarantee the accuracy of any data which is found on the Website, therefore the Subscriber should not assume that the data on the Website is always current or accurate, and other sources of this information should be consulted before making any decision to act on the data displayed on the Website.
SUBSCRIPTION FEES AND PAYMENT
The Subscriber shall, if applicable,:
pay the Subscription Fee to Us one month in advance on the first day of each month in return for the Service;
pay the Subscription Fee and any invoice from Us without set off or deduction for any reason whatsoever and however so arising.
The Subscriber shall not withhold or defer payment of any amount due to Us in terms of this Agreement.
We may increase the pricing of the Subscription Fee annually on each anniversary of the Commencement date and will keep the annual escalations at 8% (eight percent) or the consumer price index, whichever is the greater. We will give the Subscriber written notice of any escalation which exceeds 8% (eight percent).
In the event that the Subscriber fails to make payment within 5 (five) days of the due date aforementioned in terms of clause 7.1, then We may without prejudice to any other rights or remedies suspend the Services hereunder or terminate the Agreement with immediate effect.
The Subscription Fee specified herein is inclusive of any taxes (including, without limitation, VAT), duties, fees or other government levies, which may be incurred or imposed.
ACCESS AND PRIVACY
The Subscriber shall for the currency of this Agreement remain responsible for its own internet connectivity, transportation to the venues where the Services are rendered and all costs associated therewith.
We acknowledge the Subscriber’s right to privacy and protection of its Personal Information, and We shall respect this right.
We shall use Our best endeavours to, in accordance with these terms and conditions, to protect the Personal Information and to keep it confidential from persons who are not authorised to have access to or view the Personal Information.
Only authorised personnel of the Subscriber shall have access to the Personal Information processed by Us through the Website and in the rendering of the Service.
The Subscriber agrees that its use of the Website is for lawful purposes only. The Subscriber agrees that it will not use the Website for any unlawful purpose, including but not limited to the commission of a criminal offence, to gain unauthorised access to other computer systems, or for the transmission of unlawful material.
All content on the Website is provided on an "as is" basis, and We make no representations or warranties of any kind, whether express or implied, as to the accuracy of the contents on the Website. We do not warrant that the functions and Services provided by Us will be uninterrupted or error-free, or that the Website or the server is free from viruses or other harmful components.
We shall not be held liable for any loss or damage, whether direct, indirect or consequential, or any expense of any nature whatsoever, which may be suffered by the Subscriber, which arises directly or indirectly as a result of the Subscriber using the Services.
Wesolve4x, including the owners, directors, employees, officials, suppliers, agents and/or representatives and/or the service providers shall not be liable for any loss or damage, whether direct, indirect or consequential, or any expense of any nature whatsoever, which may be suffered by the Subscriber, which arises directly or indirectly upon reliance on the Website and/or its content.
Wesolve4x, including the owners, directors, employees, officials, suppliers, agents, representatives and/or service providers shall not be responsible for any direct, indirect, special, consequential or other damages of any kind whatsoever suffered or incurred by the Subscriber related to the Subscriber’s use of, or inability to access or use, the content, the Service, or any functionality of the Website.
Despite Wesolve4x’s best endeavours to ensure that adequate security measures are in place to protect your Personal Information, Wesolve4x shall not be liable for any loss or damage, whether direct, indirect or consequential, or any expense of any nature whatsoever, which may be suffered as a result of any unauthorised access to and/or processing of your Personal Information.
INTELLECTUAL PROPERTY RIGHTS
Wesolve4x is the owner of the Website and We shall retain all intellectual property rights thereto, whether registered or not, including all current and future content on the Website, which is not owned by a third party, and nothing should be construed as consenting to the Subscriber having the right to use or licence any of the Intellectual Property, unless expressly granted by Us, in writing.
To the extent that the content is proprietary to the Subscriber, the Subscriber hereby agrees to license free of any charges, Wesolve4x the right of use thereof, for the duration of this Agreement.
The Website and its contents, which includes all Intellectual Property therein, may not be reproduced, copied, used, sold, displayed, altered or modified in any manner whatsoever, without Our express prior written consent thereto.
We may provide the Subscriber with links to other online platforms through the Website. The fact that such links are provided must not be construed as constituting any relationship or endorsement of the linked third party and the reliance on any Personal Information and content provided by the external link is entirely at the Subscriber’s own risk.
We may at times, display third party advertising and promotional material on the Website and the display of such material should not be construed as Wesolve4x endorsing or creating any relationship between Us and the advertiser. Reliance on any such promotional or advertising material is entirely at the Subscriber’s own risk.
If a third party wishes to link to the Website from their online platform, such third party must first obtain Our express prior written approval and permission.
TERMINATION AND SUSPENSION
We may, in Our sole discretion decide to suspend or discontinue the Services and may suspend or terminate the Subscriber’s access to the Website itself, in the event that the Subscriber has failed to make payment in terms of clause 7 and the Subscriber shall have no recourse in the event of suspension or termination.
Either Party may terminate this Agreement by giving the other 30 (thirty) days’ notice thereof.
Should the Agreement be terminated for whatever reason, then We shall be entitled to terminate the Subscriber’s username, password and access to the Website within 30 (thirty) days after receiving such notice of termination.
The Subscriber’s account shall be deactivated and We shall within 7 (seven) days of deactivation, export all Personal Information in an acceptable format to the Subscriber.
GOVERNING LAW AND DISPUTE RESOLUTION
Wesolve4x is owned and operated within the Republic of South Africa. Wesolve4x, as well as the Subscriber, hereby agree that these terms and conditions shall be governed by and construed in accordance with the law of the Republic of South Africa and all disputes, actions and other matters relating thereto will be determined in accordance with such law.
Any complaints or disputes can be sent through to Us via the “Contact Us” link on the Website.
Subject to clause 13.2 above, should any dispute arise between the Parties concerning any provision of this Agreement, the Parties shall use their best endeavours to resolve the dispute by negotiation. Any Party may call upon the other Party by written notice to meet with the former for the purpose of reaching a mutually acceptable settlement of the dispute within 7 (seven) days after the date of such notice.
If the Parties are unable to reach a mutually acceptable settlement of the dispute within such period, any Party may institute proceedings in the Gauteng Local Division of the High Court, Johannesburg, which jurisdiction the Parties hereby submit to.
NOTICES AND ADDRESSES
The Website is controlled, operated and administered by Wesolve4x which chooses for all purposes under this Agreement the address set out below:
7085 Fumane Street
Moleleki Extension 2
The Subscriber hereby chooses for all purposes under this Agreement the address set out in the Registration Form.
Either Party may give written notice to the other, to change its chosen address, provided that such change shall take effect 14 (fourteen) days after delivery of such written notice.
Any notice to be given by either Party to the other shall be deemed to have been duly received by the other Party:
if addressed to the addressee at a Party’s chosen address and delivered by pre-paid courier on the day of delivery as determined by the courier; or
if delivered to the addressee’s chosen address by hand during business hours on a business day, on the date of delivery thereof; or
if sent by email to the addressee on the first business day following the date of sending thereof.
Notwithstanding anything contained to the contrary in this Agreement, a written notice or communication actually received by one of the Parties from another shall be adequate notice or communication to such Party.
PERSONAL INFORMATION CONSENT
The Subscriber authorises Wesolve4x to use its information to:
Render the Service;
Assess its ability to meet its obligation under this Agreement;
Protect Wesolve4x and Our interests.
We undertake to protect the Personal Information and to ensure adherence to POPI.
If any of the provisions of these terms and conditions are found by a court of competent jurisdiction to be invalid or unenforceable, that provision will be ineffective to the extent of such invalidity or unenforceability and shall be severed from the balance of this Agreement, and the remainder of these terms and conditions will continue in full force.
These terms and conditions constitute the entire agreement between Wesolve4x and the Subscriber with regard to the use of the Website and Services rendered.
No amendment or variation of this Agreement, including this clause, shall be of any force or effect until reduced to writing and signed by the parties or their duly authorised representatives.
Nothing in these terms and conditions shall be construed to create a joint venture, partnership or agency relationship between Wesolve4x and the Subscriber and neither party shall have the right or authority to incur liability, debt or cost or enter any contracts or other arrangements in the name of or on behalf of the other.