AGREEMENT

Entered into by and between:

Versatex Trading 227 (PTY) Ltd,
Hereinafter “Versatex”.

And

You
Hereinafter “The Customer”.

1. Any capitalised term in this Schedule shall have the same meaning as in the Definitions and Interpretations section of annexure “B” hereto, being the Terms and Conditions;

2. The Customer wishes to engage Versatex Trading 227 Pty Ltd trading as Panic Button Systems for the Crisis Call Service on the terms and conditions contained in annexure “B” hereto;

3. By accepting the Terms and Conditions hereto, the Customer agrees to be bound to the terms and conditions contained in annexure “B” hereto, which he/she hereby acknowledges to have read, understood and be bound thereby, and such acceptance of the Terms and Conditions shall constitute the Customer’s electronic signature.

4. If you do not wish to be bound by these Terms and Conditions then you should not subscribe or sign-up to the Service(s)

ANNEXURE “B” – SCHEDULE OF TERMS AND CONDITIONS

1. DEFINITIONS AND INTERPRETATIONS

In this Schedule the following words and expressions shall (except where the context otherwise requires) have the following meanings:-

1.1 “Automated” shall mean free of any human intervention whatsoever and operated solely by the Systems;

1.2 “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.

1.3 “Crisis Call” means an Automated service that allows the Customer to alert his/her selected Family and Friends (“Responders”) by dialing the Crisis Call Number from the Customer’s mobile phone and “Service” shall have a corresponding meaning;

1.4 “Crisis Call Number(s)” shall mean the telephone numbers provided in respect of the service and which the customer shall call to initiate the service(s);

1.5 “Commencement Date” shall mean the date of acceptance of these Terms and Conditions by the Customer;

1.6 “Customer” shall mean the individual or entity specified in the subscription / sign-up form and whose details are so recorded in the database(s) of Versatex;

1.7 “Documentation” means the help pages and Frequently Asked Questions as published and amended from time to time on the Web Portal;

1.8 “Managed SIM Card” shall mean, in respect of Value-Added Services those SIM cards loaded on the Versatex Portal for the purpose of managing airtime, data and SMS bundles;

1.9 “Parties” shall mean Versatex and the Customer, and “Party” shall mean either of them as the context may require;

1.10 “Responders” shall mean the individuals whose contact details have been added to the Web Portal by the Customer for the purposes of contacting those individuals in the event that the Customer places a call to the Crisis Call Number(s);

1.11 “RICA” shall mean the Regulation of Interception of Communications and Provision of Communication – Related Information Act, No. 70 of 2002;

1.12 “Service” shall have the same meaning as “Crisis Call” and “Service(s)” or “Service” shall have a corresponding meaning, as the context may require;

1.13 “SIM Card” has the meaning given in RICA, including both a physical and embedded SIM card;

1.14 “Smartphone” means a mobile phone that has the ability to connect to the internet, open a web browser, with a GPS device capable of providing and transmitting location information (“GPS Co-ordinates”);

1.15 “Systems” shall include but not be limited to:-

1.15.1 The website(s), software and third-party vendors that allow the Service to function;

1.15.2 The website(s), software and third-party vendors that allow the Value-Added Services to function and be accessed by the Customer;

1.16 “Subscription Fee” shall mean the monthly recurring fee payable by the Customer for the Service (and, where the Customer so elects, the additional fee in respect of the Value-Added Services) - whether or not the service and /or Value-Added Service(s) has / have been utilised – at the prevailing rate as published on Versatex’s Web Portal or Website(s) from time to time (or such increased amount in terms of clause 7.10 hereof);

1.17 “Terms and Conditions” shall mean the Terms and Conditions contained in this document and “Schedule” shall have a corresponding meaning;

1.18 “Tracking Device” shall mean the GPS enabled device sold to the Customer by Versatex, containing the dedicated panic button and wherein the SIM Card is inserted and shall form part of the Value-Added Services;

1.19 “Tracking Device Cost” shall mean the ruling price (once-off) as published on the Web Portal and / or Website(s) of Versatex from time to time, subject to stock availability.

1.20 “Unmanaged SIM Card” shall mean SIM cards managed by the Customer in respect of airtime, data and SMS bundles.

1.21 “Value Added Services” includes, inter-alia, but is not limited to:-

1.21.1 Sale of Tracking Devices;

1.21.2 In respect of Managed Sim Card(s) only:_

1.21.2.1 Periodic monitoring of Managed SIM Card balances in respect of data, airtime and SMSes;

1.21.2.2 Manually and/or automatically recharging the Managed SIM Card with airtime, data bundles and/or SMS bundles;

1.21.2.3 Setting of automatic usage rules and recharge rules in respect of any Managed SIM Card for the automatic recharge of Managed SIM Cards when specific balances are reached and/or on scheduled dates;

1.21.2.4 Monitoring of Managed SIM Card usage in respect of data, airtime and SMSes and general usage;

1.21.2.5 Capping data usage;

1.21.2.6 Creating spending rules for the Customer’s Managed SIM Card in respect of data, airtime and SMSes;

1.22 “Voetstoots” – with such patent defects as may exist, and such latent defects as are disclosed in writing;

1.23 “Warranty Period” shall mean a period of 12 (twelve) months from the Commencement Date ;

1.24 “Web Portal” shall mean the internet property/ies operated by Versatex, as amended from time to time, with or without prior notice, where the Customer can access the Service(s) and add or modify certain Service features including but not limited to;

1.24.1 Adding, Editing or Removing Responders;

1.24.2 Viewing transaction history;

1.24.3 Subscribing to Valued Added Services;

1.24.4 Cancelling the service;

1.25 “Websites” shall mean such internet properties that Versatex may operate to render the Services, as updated and amended from time to time, with or without prior notice;

1.26 Words and phrases defined in this Schedule of Terms and Conditions and in the annexures and/or any addendum to this Schedule, shall bear a corresponding meaning and vice versa;

1.27 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;

1.28 The Terms and Conditions have been negotiated and the contra proferentem rule shall not be applied in the interpretation thereof;

1.29 Headings in these Terms and Conditions are for reference purposes only and shall not be taken into account in the interpretation hereof;

1.30 Any reference to the singular shall include the plural and visa versa, and references to the masculine shall include the feminine, neuter and vice versa.

2. RECORDAL

The Parties have agreed as follows:-

2.1 The Customer has subscribed to the Service and hereby engages Versatex to provide the Service(s);

2.2 Versatex shall provide the Service and, where the Customer has elected to also subscribe to the Value-Added Services, the Value Added Services shall be provided to the Customer in accordance with the Terms and Conditions ;

2.3 The Customer has agreed to utilise Versatex for the provision of the Service (and, where the Customer so elects, the Value-Added Services) subject to the Terms and Conditions ;

2.4 The Customer warrants that he/she possess the necessary authority to agree to the Terms and Conditions;

2.5 The Customer warrants that he/she is over the age of 18 (eighteen) years old. In the Event that the Customer is not over the age of 18 (eighteen), the Customer warrants that he/she has the consent of his/her parents and/or legal guardians in subscribing to the Service.

3. USE OF THE SERVICE AND / OR VALUE-ADDED SERVICE(S)

3.1 Versatex hereby grants the Customer a nonexclusive right to use the Service and / or Value-Added Service(s) subject to:-

3.1.1 the intellectual property rights of Versatex to the Service / and or Value-Added Service(s) are acknowledged; and

3.1.2 The Customer shall not decompile, reverse engineer or otherwise attempt to derive the source code for any Licensed Program or any underlying algorithms, software, hardware, user interface techniques or other ideas embodied in the Service and / or Value-Added Service(s) and Systems;

3.1.3 The Customer shall not acquire any rights of ownership to any copyright and other proprietary rights to the Service and /or Value-Added Service(s) and acknowledges that all rights of ownership, intellectual property rights, copyright rights and trademarks remain the exclusive property of Versatex and/or its subsidiaries;

3.2 In the event that the Customer infringes upon the intellectual property rights of Versatex, as envisaged in this clauses 3, 18.3.1 and 18.3.2 hereof, then and in such event, Versatex may, at its sole and absolute discretion:-

3.2.1 cancel the Service(s) forthwith and without giving notice of cancellation to the Customer; and/or

3.2.2 bring an urgent interdict out of the High Court against the Customer to stop the infringement of Versatex’s intellectual property rights by the Customer; and/or

3.2.3 pursue a damages claim against the Customer for such damages as Versatex is able to prove at law.

4. SPECIFICATION OF SERVICES TO BE RENDERED

Versatex shall:-

4.1 Provide the Service to the Customer (and, where the Customer so elects, the Value-Added Services);

4.2 The Customer shall report any loss, theft or damage to the Tracking Device and/or the SIM Card to the management of Versatex and Versatex shall be liable to replace the said Security Device (but not the SIM card) at the Customer’s cost.

5. COMPLIANCE WITH LEGISLATION

In its performance of the Services, Versatex undertakes to comply with all relevant legislation.

6. ACCESS TO WEB PORTAL

6.1 Versatex will use all reasonable technical and organisational measures to protect the integrity and confidentiality of the Customer’s information submitted via the Versatex Web Portal or Website(s).

6.2 For security purposes the Customer hereby undertakes to enter the correct username and password and One-Time Pin whenever accessing the Web Portal. Should the Customer fail to honour his/her undertaking in terms of this clause 6.2 Versatex shall be entitled to deny the Customer access to the Web Portal;

6.3 Any use of the Customer’s access credentials by another person will be regarded as though the Customer is the person using such access credentials;

6.4 If the Customer suspects that his/her account has been compromised, he/she must inform the management of Versatex without delay and, on receipt, Versatex may deactivate the Customer’s access credentials and account;

6.5 Versatex will not be responsible for any losses suffered by the Customer due to the unauthorised use of the Customer’s account howsoever arising;

7. SUBSCRIPTION FEE, MONTHLY INVOICES AND PAYMENT

7.1 Versatex undertakes to provide the Customer with PCI compliant, secure online payment facilities and all transactions will be encrypted using the appropriate encryption technology.

7.2 Versatex currently only accepts credit cards issued by South African Banks;

7.3 Payment for the Service (and, where the Customer so elects, the Value-Added Services) is made by way of a bank credit card. The Customer will need to enter the details of his/her bank card when subscribing for the Services and/or the Value-Added Services;

7.4 By placing an order for Services and/or Value-Added Services via the Versatex Website(s) the Customer accepts and agrees that Versatex may use the card details of the Customer to collect payment of his/her Subscription Fee(s);

7.5 In subscribing to the Service (and, where the Customer so elects, the Value-Added Services) the Customer hereby consents to and authorises the monthly recurring debit of his/her credit card;

7.6 The Customer warrants that he/she is fully authorised to use the credit card supplied;

7.7 The Customer further warrant that his/her credit card has sufficient funds available to cover the total cost/s to be debited from the account;

7.8 The Customer has 14 (fourteen) days after the processing of his/her payment to dispute any transaction, failing which the Customer forfeits his/he right to dispute any transaction;

7.9 The Subscription Fee shall be the then-prevailing fee(s) as published and updated from time to time on the Versatex Portal and / or Websites excluding VAT and shall be payable monthly in advance by the Customer without deduction or set off;

7.10 In the event that there is an increase in the operational costs of Versatex necessitating an increase in the Subscription Fee, Versatex shall provide the Customer with written notice of such increase and the amount thereof at least 60 (sixty) days prior to such increase being effected;

7.11 Versatex shall endeavor to furnish the Customer with a monthly tax invoice in respect of the Subscription Fee rendered by Versatex in accordance with the Terms and Conditions by no later than the 7th day of each month;

7.12 Outstanding amounts not paid on the 1st (first) day of every month shall attract interest at the rate of 10% (ten per centum) per annum;

7.13 To the extent that Versatex fails to render the Services for a full month, for any reason whatsoever, the Customer shall only be liable for a pro-rated Subscription Fee in respect of such month.

8. EFFECTS OF FAILED / MISSED PAYMENT(S)

8.1 Should the collection of the Customer’s monthly Subscription Fee fail for any reason access to the Service shall automatically be suspended without prior notice;

8.2 Versatex shall automatically make subsequent attempts to debit the Customer’s credit card to collect the Subscription Fee and the Customer hereby consents thereto;

8.3 The Customer’s Service(s) will be reactivated within 2 (“two”) business days of having received payment of any outstanding / overdue amounts.

9. DURATION OF AGREEMENT

This Agreement shall endure from the Commencement Date on a month to month basis and shall continue indefinitely, unless cancelled, in terms of these Terms and Conditions.

10. CANCELLATION

10.1 Versatex and/or the Customer shall be entitled to cancel the Services on 1 (one) calendar month’s written notice to the other Party;

10.2 Versatex shall have the right to forthwith cancel the Service in the following events:-

10.2.1 Circumstances exist, beyond the control of Versatex that prevent the Services from operating in a reliable, effective and predictable manner; and/or

10.2.2 Circumstances exist, beyond the control of Versatex that prevent the Services from operating in a commercially viable manner;

10.3 In the event that Versatex cancels the Services in terms of clause 10.2 above, the Customer shall be entitled to a pro-rated refund in respect of the remainder of the current month’s Subscription Fee.

11. RESPONSIBILITIES OF THE CUSTOMER

The Customer shall:-

11.1 Ensure that he/she pays the Subscription Fee monthly in advance on the 1st day of the month without deduction or set off;

11.2 Furnish to Versatex all documentation and do all such things as may be necessary to prove that the Customer is compliant with RICA on demand by Versatex in respect of Managed Sim Card(s);

11.3 Inform the management of Versatex in the event that the Managed SIM Card(s) is stolen or lost or destroyed or damaged;

11.4 Not utilize the Managed SIM Card(s) for any other purpose other than for the intended purpose being for the operation of the Tracking Device and the Customer undertakes not to insert the Managed SIM Card into any other device;

11.5 Test the Service on a monthly basis to ensure that the Service and/or Tracking Device and the SIM Card are in good working order and to report any defects detected in the Service and / or Value-Added Service(s) to Versatex forthwith;

11.6 Generally report any faults noted or detected with the Service and / or Value Added Service(s).

11.7 The Customer may only utilize the Service(s) for private use and may not enter into any commercial contracts in respect of the Service(s) with third parties.

12. RESPONSIBILITIES OF VERSATEX

Versatex shall:-

12.1 Debit the Customer’s bank account in the Subscription Fee amount monthly and in advance;

12.2 In respect of Value-Added Services monitor the airtime and data bundle balances of the Managed SIM Card and recharge the Managed SIM Card as and when necessary. For the avoidance of doubt Versatex shall have no duty or obligation towards the Customer in respect of Unmanaged Sim Card(s) and the Customer must ensure that the Unmanaged Sim Card(s) have sufficient airtime, data and SMS bundles to operate the Tracking Device;

12.3 Replace or repair the Tracking Device at its costs for the duration of the Warranty period where the defect relates to defective hardware, software or workmanship, excluding :-

12.3.1 Damage to the Tracking Device resultant from, but not limited to:-

12.3.1.1 Customer negligence;

12.3.1.2 Water damage;

12.3.1.3 Inappropriate use of the Tracking Device;

12.3.1.4 Faulty batteries;

12.4 Replace or repair the Tracking Device at the cost of the Customer after the Warranty Period;

13. DISCLAIMER

13.1 Versatex does not warrant that the Service is fit-for-purpose or any particular purpose ;

13.2 Versatex does not make any warranty about the reliability or availability of the Service and / or Value-Added Service(s).

14. LIMITATION OF LIABILITY

14.1 The Customer hereby acknowledges and agrees that, in Versatex providing the Service(s) to the Customer, they are reliant on the strength of the network of third parties, namely cellular communications networks, which amount to circumstances beyond the control of Versatex. As such, the Customer shall have no claim of whatsoever nature against Versatex, its directors, shareholders, managers, employees and/or agents for any damages, whether direct or consequential, that may arise as a result of any failure of the Service(s), unless such failure can be attributed to gross negligence on the part of Versatex, its directors, shareholders, managers, employees and/or agents. In such event, any liability on the part of Versatex shall be limited to the equivalent of the Subscription Fees actually paid by the Customer over a 6 (six) month period.

15. ARBITRATION

15.1 Any dispute arising at any time between the Parties hereto with regard to any provision of this Agreement may be submitted to and decided by arbitration:-

15.1.1 The arbitrator shall, in the event of a legal matter, be a Junior Advocate practicing at the Bar in the Republic of South Africa, Johannesburg and in the event of a commercial matter a Junior Chartered Accountant practicing in Johannesburg appointed by the parties hereto, and failing agreement thereto, shall be appointed by the Arbitration Foundation of Southern Africa;

15.1.2 In the event of the arbitrator requiring the assistance of any other person in order to arrive at a just and equitable decision, he shall be entitled to appoint such person;

15.1.3 The arbitration proceedings shall be held in an informal summary manner;

15.1.4 The arbitration proceedings must be finalized within a 30 (thirty) day period;

15.1.5 The arbitration shall be held in Johannesburg, Gauteng;

15.1.6 Save as aforesaid, the arbitration proceedings shall be governed and conducted in terms of the Arbitration Act 42 of 1965 or any other Act which may be applicable in South Africa at the time of such dispute;

15.1.7 The Parties hereto irrevocably agree that the decision of the arbitrator in such proceedings shall be final and binding upon them and their successors in title, but this clause does not preclude any Party from bringing proceedings in a court of law for urgent relief.

16. DOMICILIUM CITANDI ET EXECUTANDI

16.1 The Parties choose the following addresses at which documents in respect of legal proceedings and notices in connection with these Terms and Conditions may be served (i.e. their domicilium citandi et executandi):-

16.1.1 Versatex selects as its domicilium citandi et executandi under this Schedule:-

Address: 1st Floor, Block B, Knightsbridge Office Park
33 Sloane Street, Bryanston, Johannesburg
Republic of South Africa

Telephone: 011 568 0780 / + 27 11 568 0780
E-mail: legal@911crisiscall.com

16.2 Any notice transmitted by e-mail from one Party to the other shall be deemed to have been successfully delivered upon transmission thereof unless the other Party proves otherwise.

16.3 Any notice or letter which is required to be sent by any Party to any other Party pursuant to these Terms and Conditions shall not be valid unless sent to such other Party at the address selected herein as such Party’s domicilium citandi et executandi, delivered by hand and signed therefor or transmitted via e-mail.

17. SOUTH AFRICAN LAW

These Terms and Conditions shall be governed by and interpreted in accordance with the Laws of the Republic of South Africa.

18. BREACH

18.1 Should the Customer breach any of the Terms and Conditions and remain in breach after 7 (seven) days following written notice to the Customer requiring the Customer to rectify the breach, or should the Customer repudiate these Terms and Conditions, then Versatex shall, without prejudice to any other rights which may arise under these Terms and Conditions, be entitled at its option:-

18.1.1 to sue for the immediate specific performance of any of the Customer’s obligations under these Terms and Conditions whether or not such obligation is then due;

18.1.2 alternatively to cancel the Service(s).

18.2 Versatex’s remedies in terms of this clause are without prejudice to any other remedies to which Versatex may be entitled in law.

18.3 The following actions inter alia amount to a material breach of these Terms and Conditions and, if applicable, Versatex may, in its sole and absolute discretion, immediately and without notice deactivate the Customer’s account and terminate the Customer’s use of the Service(s) which shall not be exhaustive of the remedies available to Versatex;

18.3.1 Any attempt by the Customer to decompile, reverse engineer or otherwise attempt to derive the source code for any Licensed Program or any underlying algorithms, software, hardware, user interface techniques or other ideas embodied in the Service;

18.3.2 Any attempt by the Customer in any way to use any device, software or other instrument to interfere with or attempt to interfere with the proper working of the Service(s), and / or Systems. In addition, the customer agrees not to use any robot, spider, other automatic device, or manual process to monitor, copy, distribute or modify the Web Portal, Website or the information contained therein.

18.4 Clause 18.3.1 and 18.3.2 shall in no way constitute a comprehensive and complete list of incidences of material breaches of the Terms and Conditions herein.

19. WHOLE SCHEDULE

This Schedule constitutes the entire agreement between the Parties and no warranties or representations whether express or implied, nor any negotiations preceding the signing of this Schedule, shall be of any force or effect insofar as same are not recorded herein. No alteration, addition or other variation or consensual cancellation of the Terms and Conditions shall be of any force and effect unless reduced to writing and signed by both Parties. No indulgences granted by a Party shall constitute a waiver or abandonment of any of that Party’s rights under these Terms and Conditions. Accordingly that Party shall not be precluded, as a consequence of having granted such indulgence, from exercising any rights against the other which may arise in future, strictly in accordance with the Terms and Conditions.

20. WAIVER

No waiver by Versatex or any breach or non-fulfillment of any of the Terms and Conditions by the Customer shall be deemed to be a waiver of any subsequent or other breach of that or any other Terms and Conditions and no failure to exercise any right or remedy under these Terms and Conditions shall constitute a waiver thereof. No single or partial exercise of any right or remedy under these Terms and Conditions shall preclude or restrict the further exercise of any such right or remedy.

21. ASSIGNMENT

Each Party recognizes that neither these Terms and Conditions nor any right or obligation of each Party hereunder may be ceded, assigned, transferred, alienated or sub-contracted by either Party to a third party without the prior written consent of the other Party. Such consent shall not be unreasonably withheld. No addition, subtraction, alteration or variation of or to these Terms and Conditions shall be of any force or effect or binding on the Parties hereto, unless agreed to in writing, and signed by both Parties hereto.

22. LEGAL COSTS

In the event of Versatex having to institute legal action against the Customer to enforce its rights in terms of these Terms and conditions, then and in such event, the Customer shall be liable for Versatex’s legal costs on the attorney and own client scale, including counsel’s fees, sheriff’s fees, tracing agent’s fees and collection commission.

Publication date: 30 November 2021.