Terms and Condtions
Entered into by and between:
Versatex Trading 227 (PTY) Ltd,
Hereinafter “The Company”.
Hereinafter “The Customer”.
RECORDAL:The Company makes available a telephone call amplification service (“The Service”).
These Terms and Conditions cover all present and future features which individually and collectively shall be referred to as “The Service”.
The Customer wishes to engage with The Company and to subscribe to The Service. By making use of The Service you agree to abide by the Terms and Conditions set out hereunder.
1. INTERPRETATION:Clause headings in this Agreement are for convenience purposes only and shall not be used in its interpretation.
In this Agreement, unless the context clearly indicates a contrary intention reference to:-
1.1 The singular shall include the plural and vice versa;
1.2 Any one gender shall include a reference to the other two genders;
1.3 Natural persons shall include a reference to juristic persons, corporate and unincorporated;
1.4 The following words and expressions shall, bear the following meanings assigned to each of them respectively;
1.5 “The Service” - collectively the website, software and third-party vendors that allow the process of call amplification to function;
1.6 “Call Amplification” – the process whereby a telephone call placed to the number provided by The Service will trigger outbound telephone calls to The Customer’s Responders;
1.7 “Responders” – the contacts nominated by The Customer who will be telephoned when The Customer places a telephone call to The Service;
1.8 “Documentation” – The help pages;
1.9 “Subscribe / Subscription” – the fee payable monthly in advance which allows access to The Service;
1.10 “Voetstoots” - with such patent and latent defects as may exist;
1.11 If any provision in the aforesaid definitions is or contains a substantive provision imposing rights and/or obligations on a party/ies, effect shall be given to such provision as if it were a substantive provision in the body of this Agreement;
1.12 Unless the context clearly indicates a contrary intention, when any number of days is prescribed in this Agreement, same shall be reckoned exclusively of the first and inclusively of the last day unless the last day falls on a day other than a business day, in which case the last day shall be the next succeeding day which is not a business day;
1.13 The term “business day” shall mean any day other than a Saturday, Sunday or public holiday as published by the Government of South Africa from time to time;
1.14 Any reference to any statute shall be a reference to that statute as at the signature date, and as amended or re-enacted from time to time;
1.15 Any word or phrase defined in the body of this Agreement as opposed to in 1.1 shall have the meaning assigned to it in such definition throughout this Agreement;
1.16 The use of the word “including” followed by a specific example/s shall not be construed as limiting the meaning of the general wording preceding it and the eiusdem generis rule shall not be applied in the interpretation of such general wording or such specific example/s;
1.17 The terms of this Agreement having been negotiated, the contra proferentem rule shall not be applied in the interpretation thereof;
2. USE OF THE SERVICE2.1 By subscribing to the service, customer agrees and is hereby bound to all the terms and conditions of this agreement.
2.2 The Company hereby grants The Customer a non exclusive right to use the The Service as follows:
2.2.1 the intellectual property rights of The Company to The Service are acknowledged, and;
2.2.2 The Customer shall not Decompile, reverse engineer or otherwise attempt to derive the source code for any Licensed Program or any underlying algorithms, user interface techniques or other ideas embodied in the The Service.
2.2.3 Acquire any rights of ownership to any copyright and other proprietary rights to The Service and acknowledges that all rights of ownership, intellectual property rights, copyright rights and trademarks remain reserved to The Company.
3. CESSION TRANSFER AND ASSIGNMENTThe Customer shall not cede, assign or transfer any of its rights in terms of this Agreement without the prior written consent of The Company and if indeed such written consent is obtained such consent shall be subject to such terms, conditions or provisions as are set out in such written consent.
4. PAYMENT:4.1 Subscription to the service is subject a recurring monthly fee – payable whether or not the service has been used – and which subscription shall continue indefinitely unless cancelled.
4.2 Payments are collected on the 1st of every month by the payment processor who will debit the debit / credit card you provided at the time of subscription.
4.3 In subscribing to The Service you hereby consent to the monthly recurring debit of your credit / debit card.
4.4 Your subscription will only be confirmed on receipt of your payment, in full, to The Company’s nominated banking account.
Payment will only be deemed to have been received once it reflects as cleared and unencumbered on The Company’s banking account or is recorded as such by a payment provider elected by the Company from time to time.
4.5 We reserve the deny activation of your subscription should payment not be made, or should the circumstances be beyond The Company’s control (Force Majeure).
5. EFFECTS OF FAILED / MISSED PAYMENT(S):5.1 Should the collection of your monthly subscription fail – for any reason – access to the service will automatically be suspended with or without notice.
5.2 Your account will be reactivated within 2 business days of having received payment of any outstanding / overdue amounts.
6. TERMINATION:6.1 For convenience:
6.1.1 By the Company:
220.127.116.11 Having given the Customer a minimum of one (1) full calendar months’ notice where it is practical and reasonable to do so.
18.104.22.168 Notice shall be sent by sms or email (at the sole election of the Company) to the contact details supplied by the Customer at the time of Subscription.
22.214.171.124 The Customer shall always remain responsible for ensuring that the contact data recorded on the system is correct.
6.1.2 By the Customer:
126.96.36.199 You (the Customer) are able to cancel your subscription, at any time, through the online customer portal.
188.8.131.52 All cancellations will take place on the last calendar day of the month of cancellation.
184.108.40.206 Such notice shall only be valid if all of the obligations as regards payment by the The Customer to The Company has been paid upto and including date of termination.
7. DISCLAIMER:7.1 The Company does not warrant that The Service is fit-for-purpose and The Service is provided “voetstoots” ("as is " and on a best effort basis).
7.2 The Company does not make any warranty about the reliability of the Service.
8. LIMITATION OF LIABILITY:8.1 The Company’s total, cumulative, liability to The Customer shall be limited to the Fees paid for six (6) Months subscription to The Service, regardless of the nature of the liability or the nature or number of claims giving rise to the liability.
8.2 The Company will not under any circumstance, be liable to The Customer for any loss of profits, reputation, or consequential, incidental or special damages arising from this agreement or use of The Service under this agreement.
9. MODIFICATION TO THE SERVICE:9.1 The Company reserves the right, at its absolute and sole discretion, to modify the Service, for example by adding or removing certain functions or features or by updating the software.
10. MODIFICATIONS TO THESE TERMS AND CONDITIONS:10.1 The Company reserves the right to review and change these Terms and Conditions at its sole discretion with or without prior notice.
10.2 You are responsible for regularly reviewing these Terms and Conditions.
10.3 Continued use of the Service after such changes shall constitute your consent to such changes.
11. JURISDICTION:11.1 This agreement is governed by the laws of the Republic of South Africa. The High Court of South Gauteng has exclusive jurisdiction over any disputes related to this agreement, and each party consents to such jurisdiction.
12. GENERAL:12.1 Whole Agreement - This agreement constitutes the entire agreement between the parties and no representation by either of the parties or their agents, whether made prior or subsequent to the signing of this agreement, shall be binding on either of the parties unless in writing and signed by all the parties hereto.
13. NON WAIVER:13.1 This agreement constitutes the whole agreement between the parties relating to the subject matter hereof.
13.2 No amendment or consensual cancellation of this agreement or any provision or term thereof or of any agreement or other document issued or executed pursuant to or in terms of this agreement and no settlement of any disputes arising under this agreement and no extension of time, waiver or relaxation or suspension of any of the provisions or terms of this agreement or of any agreement or other document issued pursuant to or in terms of this agreement shall be binding unless recorded in a written document signed by the parties. Any such extension, waiver or relaxation or suspension which is so given or made shall be strictly construed as relating strictly to the matter in respect whereof it was made or given.
13.3 No extension of time or waiver or relaxation of any of the provisions or terms of this agreement or any agreement or other document issued or executed pursuant to or in terms of this agreement, shall operate as an estoppel against either party in respect of its rights under this agreement, nor shall it operate so as to preclude such party thereafter from exercising its rights strictly in accordance with this agreement.
14. NOTICES:14.1 Any notice given and any payment made by any party to another ("the addressee") which:-
14.1.1 Is sent by SMS or electronic mail (“email”) shall be deemed to have been delivered on the sending / transmission date.
220.127.116.11 If the sending / transmission date is a Saturday, Sunday or Public Holiday in the Republic of South Africa then the notice shall be deemed to have been delivered on the next succeeding business day.
15. LEGAL PROCEEDINGS:15.1 Should either party take legal proceedings against the other arising from this agreement or the cancellation thereof, the successful party shall be entitled to recover costs calculated on the attorney and client scale from the other party.
Publication date: 06 March 2020.