In these Terms and Conditions, unless the context indicates otherwise, the words and expressions set out below shall have the meanings assigned to them and cognate expressions shall have a corresponding meaning, namely:
- 1.1. “Business Day” means any day which is not a Saturday, Sunday or a public holiday in South Africa (within the meaning of the Public Holidays Act No. 36 of 1994);
- 1.2. “Content” means the various combinations of text, images, audio-visual productions, opinions, statements, facts, articles or other information created by SIVOXI® or by third parties appearing on the Website;
- 1.4. “Losses” means direct, indirect, incidental, special, consequential or exemplar losses, damages, costs and/or expenses and “Loss” shall mean any one of them as the context may require;
- 1.5. “Hyperlink” means an icon, graphic, or text that links to another file or object;
- 1.6. “SIVOXI®” means Bronze Sign Trading t/a SIVOXI®, a close corporation duly incorporated in accordance with the laws of South Africa with registration number: 2010/105549/23 and includes its affiliates, and each of their directors, officer, employees and agents;
- 1.7. “Terms and Conditions” means these terms and conditions for use of this Website found at www.sivoxi.com/terms-and-conditions/;
- 1.8. “Parties” means SIVOXI® and the User and “Party” shall mean either one of them as the context may require;
- 1.10. “Users” means persons accessing the Website and “User” shall mean any one of them as the context may require; and
- 1.11. “Website” means the group of World Wide Web pages available online, owned, operated, and controlled by SIVOXI® and hosted at www.sivoxi.com.
2. ACCEPTANCE OF TERMS AND CONDITIONS
- 2.1. These Terms and Conditions, as amended by us from time to time, set out the basis on which Users may use this Website and also provide information about the way we provide services.
- 2.3. We reserve the right to change these Terms and Conditions at any time without any prior notice to Users. Accordingly, Users should check these Terms and Conditions periodically for changes. By using this Website after we post any changes to these Terms and Conditions, Users agree to accept those changes, whether they have reviewed them or not.
- 2.4. If at any time you choose not to accept these Terms and Conditions, please do not use this Website.
3. DESCRIPTION OF THE WEBSITE
- 3.1. This Website provides Users with access to a collection of resources, including but not limited to: access to certain services, articles, and insights for general informational purposes.
- 3.2. SIVOXI® may change, suspend or discontinue any aspect of the Website at any time, including the availability of any feature, database or content, where applicable.
- 3.3. SIVOXI® may also impose limits on certain features and services and/or restrict a User’s access to parts or all of the Website without notice or liability of any kind.
4. USE OF THE WEBSITE
- 4.1. Users are responsible for obtaining access to the Website and that access may involve third party fees (such as Internet service provider or airtime charges). In addition, Users must provide and are responsible for all equipment necessary to access the Website.
- 4.2. No installation, implementation, customization, consultation, support or similar services are included within the scope of these Terms and Conditions.
- 4.3. Use of this Website and/or communication by Users through this Website does not establish a client relationship. Any e-mail sent through this Website is not confidential and is not protected by privilege.
- 4.4. We cannot agree to maintain the confidentiality of communications sent through this Website.
- 4.5. Users may not use this Website or the information for any illegal purpose or in any manner inconsistent with these Terms and Conditions.
- 4.6. If Users wish to inquire into becoming a client of SIVOXI®, please request a personal contact. We will not consider any e-mail regarding new client representation other than a request for a personal contact.
5. RELIANCE ON CONTENT
- 5.1. SIVOXI® takes all reasonable care to ensure that the Content on this Website is accurate and complete. No representation or warranty, whether express or implied, is made in relation to the accuracy or completeness of the Content and therefore the Content on this Website should not be relied upon.
- 5.2. Accordingly, the Content is provided for general information purposes only and not for the purpose of providing advice of any kind and does not necessarily reflect the present status of such technology and/or project.
- 5.3. Content created by third parties that Users may access on the Website or through Hyperlinks is not adopted or endorsed by SIVOXI® and remains the responsibility of such third parties.
- 5.4. Any views expressed at or through this Website are the views of the individual author of such Content and may not necessarily reflect the views of SIVOXI®.
- 5.5. All liability is excluded in respect of any Losses, whatsoever and howsoever occurring, which may arise in connection with the use of or reliance upon any Content appearing on this Website.
- 6.2. SIVOXI® is not responsible for the content or operation of external websites that link to this Website or which are linked from this Website.
- 6.3. All liability is excluded in respect of any Losses, whatsoever and howsoever occurring, relating to the content or operation of any such external websites.
- 6.4. Users may not create a Hyperlink to this Website from another website or document without our prior written consent. Should Users wish to obtain such consent please contact firstname.lastname@example.org.
- 7.1. Users may access the SIVOXI® service chatbot via the Website (“Chatbot”) for the purpose of exploring the various service offerings of SIVOXI®.
- 7.2. Users may not submit the following information or material on the Website via the Chatbot:
- 7.2.1. information or material that is libellous, defamatory, obscene, abusive, invades a person’s privacy, violates any intellectual property rights, or that would otherwise violate any law;
- 7.2.2. material that solicits funds, or that advertises or solicits goods or services;
- 7.2.3. material known to be false;
- 7.2.4. any information, software or other material that contains a virus or other harmful component; and/or
- 7.2.5. any other material or information otherwise deemed inappropriate.
- 7.3. Users acknowledge that they are responsible for whatever material they submit, and they, not SIVOXI®, have full responsibility for the message, including its legality, reliability, appropriateness, originality, and copyright.
- 7.4. SIVOXI® will not be required to treat any material or information submitted via the Chatbot as confidential. SIVOXI® will be entitled to use such material or information for any commercial or other purpose whatsoever, without compensation to Users or any other person.
- 8.1. The internet is not a secure medium, however, SIVOXI® is committed to ensuring that a User’s information is secure. We have put in place suitable physical, electronic and procedural safeguards to secure information against loss, misuse, damage or modification and unauthorized access or disclosure.
- 8.2. Where we use third parties to provide related services involving information Users supply, we require them meet appropriate security standards.
- 9.1. The Content on this Website is the intellectual property of SIVOXI® or republished by SIVOXI® under limited exceptions to the applicable copyright laws. All rights of SIVOXI® or other copyright holders are reserved.
- 9.2. Content from this Website may only be used, copied, and/or reproduced for internal business informational purposes. In no event may it be used for the commercialization of any product, service or entity, or released to the general public. Users agree that if they download any Content that User will assure that the Content is used only as permitted by these Terms and Conditions. Users also agree that they will not change any Content or create their own derivative work from any Content. Any other use of or Hyperlink to the Content on this Website, including reproduction for purposes other than those noted above, without the prior written permission of SIVOXI® is strictly prohibited.
- 9.3. Users will require our permission to make any other use of the Content including, in particular, its incorporation into any other electronic or hard copy document.
- 9.4. Copyright in some materials available on this Website belong to third parties (“Third Party Documents”) and such materials have been produced on this Website with the permission of the third party copyright owners. Unless otherwise specified Users may not copy or distribute or otherwise make available or communicate to the public any part of a Third Party Document or use it for any commercial purpose.
- 10.1. This Website contains many valuable trademarks, names, titles, logos and other proprietary materials owned and registered by SIVOXI® and/or other trademark holders (“Trademark(s)”).
- 10.2. Nothing contained on this Website should be construed as granting any license or right to use any Trademark displayed on this Website. All other Trademarks appearing on the Website are Trademarks of their respective owners and nothing contained on this Website should be construed as granting any license to use the Trademark owned by any other third party. Our reference to any third party trademarks does not imply or indicate any approval or endorsement by their owners, or SIVOXI®’s approval or endorsement of the owners or their products or services.
11. LIMITATION OF LIABILITY
- SIVOXI® will have no liability of any nature, whether in contract, delict or otherwise, for any Losses whatsoever and howsoever caused arising from or connected with a User’s use of the Website.
- 12.1. Users agree to indemnify and hold SIVOXI® harmless from and against any and all claims, actions or demands brought against SIVOXI® arising out of or relating to their use of the Website or their breach of these Terms and Conditions.
- 12.2. The indemnification set forth in this paragraph 12 shall include all Losses (including reasonable attorney fees) resulting from or arising out of the above claims, actions or demands.
- 13.1. Should any Party (“Defaulting Party”) commit a breach of any provision of these Terms and Conditions and fail to remedy such breach within 10 (ten) Business Days from the date of written notice from the other/a Party to these Terms and Conditions (“Aggrieved Party”) calling upon it to do so, the Aggrieved Party shall without prejudice to any other rights available to the Aggrieved Party, have the right either:
- 13.1.1. to cancel these Terms and Conditions and to claim restitution of whatever has been performed in terms of these Terms and Conditions; or
- 13.1.2. to take whatever action may be necessary to enforce its rights under these Terms and Conditions, and
- 13.1.3. in either event to claim such damages as it may have suffered as a result of such breach of contract.
- 13.2. The Defaulting Party shall be liable for all costs and expenses (all legal costs calculated on an attorney and own client scale) incurred by it and the Aggrieved Party as a result of or in connection with the breach.
14. DISPUTE RESOLUTION
- 14.1. A dispute concerning or arising out of this Agreement exists once a Party notifies the other Party in writing of the nature of the dispute and requires it to be resolved under this paragraph 14. The Parties must refer any dispute to be resolved by:
- 14.1.1. negotiation; failing which
- 14.1.2. mediation; failing which
- 14.1.3. arbitration.
- 14.2. Within 10 (ten) Business Days of actual receipt of the notification as contemplated above, the Parties must seek an amicable resolution to the dispute by referring it to designated and authorised representatives of each of the Parties to negotiate and resolve it by the Parties signing an agreement resolving it within 15 (fifteen) Business Days. If negotiation fails, the Parties must refer the dispute for resolution by mediation under the rules of the Arbitration Foundation of Southern Africa or its successor or body nominated in writing by it in its stead) (“AFSA“).
- 14.3. If mediation fails, the Parties must refer the dispute within 15 (fifteen) Business Days for resolution by arbitration (which process includes any appeal against the arbitrator’s decision) by 1 (one) arbitrator (appointed by agreement between the Parties) as an expedited arbitration in Sandton, South Africa under the then current rules for expedited arbitration of AFSA. If the Parties cannot agree on any arbitrator within a period of 10 (ten) Business Days after the referral, then the arbitrator will be appointed by the Secretariat of AFSA.
- 14.4. The periods for negotiation or mediation may be shortened or lengthened by written agreement between the Parties.
- 14.5. This paragraph will not preclude any Party from access to an appropriate court of law for interim relief in respect of urgent matters by way of an interdict, or mandamus pending finalisation of this dispute resolution process, for which purpose the parties irrevocably submit to the jurisdiction of a division of the High Court of South Africa.
- 14.6. This paragraph 14 is a separate, divisible agreement from the rest of this Agreement and must remain in effect even if the Agreement terminates, is nullified, or cancelled for any reason or cause.
15. CESSION AND ASSIGNMENT
- No Party shall be entitled to cede, assign or delegate any of its rights and/or obligations in terms of or arising from these Terms and Conditions to any third party without the prior written consent of the other Party.
- 16.1. In these Terms and Conditions, unless the context requires otherwise:
- 16.1.1. words importing any one gender shall include any other recognised gender;
- 16.1.2. the singular shall include the plural and vice versa; and
- 16.1.3. a reference to natural persons shall include created entities (corporate or unincorporated) and vice versa.
- 16.2. In these Terms and Conditions, the headings have been inserted for convenience only and shall not be used to assist or affect its interpretation.
- 16.3. Where a paragraph reference is referred to in these Terms and Conditions and followed by the heading of the paragraph so referred, if there is any conflict between the two, the word reference shall prevail in these Terms and Conditions.
- 16.4. Any reference in these Terms and Conditions to an enactment is to that enactment as at the date of publishing of these Terms and Conditions and as amended or re-enacted from time to time.
- 16.5. If any provision in a definition is a substantive provision conferring rights or imposing obligations on any Party, notwithstanding that it is only a definition, effect shall be given to it as if it were a substantive provision in the body of these Terms and Conditions.
- 16.6. When any number of days are prescribed in these Terms and Conditions, same shall be reckoned exclusively of the first and inclusively of the last day.
- 16.7. Where figures are referred to in numerals and in words, if there is any conflict between the two, the words shall prevail in these Terms and Conditions.
- 16.8. Unless specifically stated otherwise, whenever a specific time is referred to such time will be with reference to Greenwich Mean Time +2.
- 16.9. All the annexures and schedules incorporated herein shall have the same force and effect as if they were set out in the body of these Terms and Conditions.
- 16.10. Words and/or expressions defined in these Terms and Conditions shall bear the same meanings in the annexures and schedules to these Terms and Conditions, which do not themselves, contain their own definitions. To the extent that the annexures and schedules to these Terms and Conditions do contain their own definitions for certain words which words are also defined in these Terms and Conditions, the definitions of these Terms and Conditions will prevail to the extent that there is a contradiction.
- 16.11. Words and/or expressions defined in any particular paragraph in the body of these Terms and Conditions shall, unless the application of such words and/or expressions is specifically limited to that paragraph, bear the meaning so assigned to it throughout these Terms and Conditions.
- 16.12. The contra proferentem rule shall not apply and accordingly, none of the provisions hereof shall be construed against or interpreted to the disadvantage of the Party responsible for the drafting or preparation of such provisions.
- 16.13. The eiusdem generis rule shall not apply and accordingly, whenever a provision is followed by the word “including” followed by specific examples, such examples shall not be construed so as to limit the ambit of the provision concerned.
- 16.14. A reference to any statutory body or court shall be construed as a reference to that statutory body or court as at the date of publishing of these Terms and Conditions and as substituted from time to time thereafter by successor statutory bodies or courts, as the case may be.
- 16.15. The expiration or termination of these Terms and Conditions shall not affect such of its provisions if expressly provided that they will continue to apply, after such expiration or termination, or which of necessity must continue to apply after such expiration or termination.
- 17.1. These Terms and Conditions contains the entire agreement between the Parties as to the subject matter hereof.
- 17.2. No Party shall have any claim or right of action arising from any undertaking, representation or warranty not included in these Terms and Conditions.
- 17.3. No failure by any Party to enforce any provision of these Terms and Conditions shall constitute a waiver of such provision or affect in any way that Party’s right to require performance of any such provision at any time in the future, nor shall the waiver of any subsequent breach nullify the effectiveness of the provision itself.
- 17.4. No agreement to vary, add to or cancel these Terms and Conditions shall be of any force or effect unless reduced to writing and signed by or on behalf of all the Parties.
- 17.5. It is agreed that each paragraph of these Terms and Conditions is severable, the one from the other, and if any paragraph is found to be defective or unenforceable for any reason by any competent court, then the remaining paragraphs shall continue to be of full force and effect.
- 17.6. Each Party warrants that it is acting as a principal and not as an agent for an undisclosed principal.
- 17.7. The Parties hereby consent to the exclusive jurisdiction of the High Court, tribunal, or related authorities located in South Africa in connection with any action which either Party to these Terms and Conditions may institute in connection with these Terms and Conditions and that these Terms and Conditions shall be governed in accordance with the laws of South Africa.
- 17.8. These Terms and Conditions shall be binding on and enforceable by and against the administrators, trustees, assigns, cessionary, successors in title, liquidators, curators, business rescue practitioners or other legal representatives, as the case may be, of the Parties.
Published: 07 May 2020