These terms and conditions outline the rules and regulations for the use of XRAMP (Pty) Ltd’s Website.
XRAMP (Pty) Ltd is located at:39 du Toit Avenue Kibler Park, Kibler Park
Gauteng – 2016, South Africa
By accessing this website we assume you accept these terms and conditions in full. Do not continue to use XRAMP (Pty) Ltd’s website if you do not accept all of the terms and conditions stated on this page.
The following terminology applies to these Terms and Conditions, Privacy Statement and Disclaimer Notice and any or all Agreements: “Client”, “You” and “Your” refers to you, the person accessing this website and accepting the Company’s terms and conditions. “The Company”, “Ourselves”, “We”, “Our” and “Us”, refers to our Company. “Party”, “Parties”, or “Us”, refers to both the Client and ourselves, or either the Client or ourselves. All terms refer to the offer, acceptance and consideration of payment necessary to undertake the process of our assistance to the Client in the most appropriate manner, whether by formal meetings of a fixed duration, or any other means, for the express purpose of meeting the Client’s needs in respect of provision of the Company’s stated services/products, in accordance with and subject to, prevailing law of South Africa. Any use of the above terminology or other words in the singular, plural, capitalisation and/or he/she or they, are taken as interchangeable and therefore as referring to same.
Unless otherwise stated, XRAMP (Pty) Ltd and/or it’s licensors own the intellectual property rights for all material on XRAMP (Pty) Ltd. All intellectual property rights are reserved. You may view and/or print pages from https://www.x-ramp.co.za for your own personal use subject to restrictions set in these terms and conditions.
You must not:
- Republish material from https://www.x-ramp.co.za
- Sell, rent or sub-license material from https://www.x-ramp.co.za
- Reproduce, duplicate or copy material from https://www.x-ramp.co.za
Redistribute content from XRAMP (Pty) Ltd (unless content is specifically made for redistribution).
Hyperlinking to our Content
- The following organizations may link to our Web site without prior written approval:
- Government agencies;
- Search engines;
- News organizations;
- Online directory distributors when they list us in the directory may link to our Web site in the same manner as they hyperlink to the Web sites of other listed businesses; and
- Systemwide Accredited Businesses except soliciting non-profit organizations, charity shopping malls, and charity fundraising groups which may not hyperlink to our Web site.
- These organizations may link to our home page, to publications or to other Web site information so long as the link: (a) is not in any way misleading; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products or services; and (c) fits within the context of the linking party’s site.
- We may consider and approve in our sole discretion other link requests from the following types of organizations:
- commonly-known consumer and/or business information sources such as Chambers of Commerce;
- dot.com community sites;
- associations or other groups representing charities, including charity giving sites,
- online directory distributors;
- internet portals;
- accounting, law and consulting firms whose primary clients are businesses; and
- educational institutions and trade associations.
We will approve link requests from these organizations if we determine that: (a) the link would not reflect unfavorably on us or our accredited businesses (for example, trade associations or other organizations representing inherently suspect types of business, such as work-at-home opportunities, shall not be allowed to link); (b)the organization does not have an unsatisfactory record with us; (c) the benefit to us from the visibility associated with the hyperlink outweighs the absence of link is in the context of general resource information or is otherwise consistent with editorial content in a newsletter or similar product furthering the mission of the organization.
These organizations may link to our home page, to publications or to other Web site information so long as the link: (a) is not in any way misleading; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and it products or services; and (c) fits within the context of the linking party’s site.
If you are among the organizations listed in paragraph 2 above and are interested in linking to our website, you must notify us by sending an e-mail to firstname.lastname@example.org. Please include your name, your organization name, contact information (such as a phone number and/or e-mail address) as well as the URL of your site, a list of any URLs from which you intend to link to our Web site, and a list of the URL(s) on our site to which you would like to link. Allow 2-3 weeks for a response.
Approved organizations may hyperlink to our Web site as follows:
- By use of our corporate name; or
- By use of the uniform resource locator (Web address) being linked to; or
- By use of any other description of our Web site or material being linked to that makes sense within the
context and format of content on the linking party’s site.
No use of XRAMP (Pty) Ltd’s logo or other artwork will be allowed for linking absent a trademark license agreement.
Without prior approval and express written permission, you may not create frames around our Web pages or use other techniques that alter in any way the visual presentation or appearance of our Web site.
Reservation of Rights
We reserve the right at any time and in its sole discretion to request that you remove all links or any particular link to our Web site. You agree to immediately remove all links to our Web site upon such request. We also reserve the right to amend these terms and conditions and its linking policy at any time. By continuing to link to our Web site, you agree to be bound to and abide by these linking terms and conditions.
Removal of links from our website
If you find any link on our Web site or any linked web site objectionable for any reason, you may contact us about this. We will consider requests to remove links but will have no obligation to do so or to respond directly to you.
Whilst we endeavour to ensure that the information on this website is correct, we do not warrant its completeness or accuracy; nor do we commit to ensuring that the website remains available or that the material on the website is kept up to date.
We shall have no responsibility or liability for any content appearing on your Web site. You agree to indemnify and defend us against all claims arising out of or based upon your Website. No link(s) may appear on any page on your Web site or within any context containing content or materials that may be interpreted as libelous, obscene or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third party rights.
To the maximum extent permitted by applicable law, we exclude all representations, warranties and conditions relating to our website and the use of this website (including, without limitation, any warranties implied by law in respect of satisfactory quality, fitness for purpose and/or the use of reasonable care and skill). Nothing in this disclaimer will:
- limit or exclude our or your liability for death or personal injury resulting from negligence;
- limit or exclude our or your liability for fraud or fraudulent misrepresentation;
- limit any of our or your liabilities in any way that is not permitted under applicable law; or
- exclude any of our or your liabilities that may not be excluded under applicable law.
The limitations and exclusions of liability set out in this Section and elsewhere in this disclaimer:
(a) are subject to the preceding paragraph; and
(b) govern all liabilities arising under the disclaimer or in relation to the subject matter of this disclaimer, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.
To the extent that the website and the information and services on the website are provided free of charge, we will not be liable for any loss or damage of any nature.
Use of Ozow Payment Solutions
In this Agreement, unless clearly inconsistent with or otherwise indicated by the context:
1.1 “Activation” means the completion of the integration of the Ozow service with a Subscriber’s infrastructure, and the testing thereof, such that the Ozow service commences live operation with that Subscriber;
1.2 “Anti-Corruption Laws” means the Prevention and Combating of Corrupt Activities Act, 2004, as amended, and all other anticorruption laws which may be applicable to the relevant party;
1.3 ‘Applicable Law” means all and any present or future law and the rules and regulations relating thereto, as amended from time to time;
1.4 Confidential Information” means all information in whatever form (written, oral, visual, electronic, on tape, disk or otherwise) and of whatever nature relating to the party disclosing the Confidential Information (“Discloser”) which is disclosed to the party receiving the Confidential Information (“Receiver”) by the Discloser or which comes to the attention of the Receiver in connection with this Agreement including, without limitation:
1.4.1 any trade secret, information, process, technique, algorithm, computer program (source and object code), intellectual property, design, drawing, formula or test data relating to any research project, work-in-progress, future development, engineering, manufacturing, marketing, servicing, financing or personnel matter relating to the Discloser, its present and future products, sales, suppliers, clients, customers, employees, partners, investors and contractual and financial arrangements;
1.4.2 the existence of this Agreement and its terms and conditions; but does not include information which
1.4.3 is, or subsequently becomes, public knowledge, other than by a breach by the Receiver of this Agreement; or
1.4.4 the Receiver can establish to the reasonable satisfaction of the Discloser was known to the Receiver before this Agreement and that the Receiver was not under any fiduciary or other similar duty of confidentiality in respect thereof, or came to the attention of the Receiver after disclosure thereof by the Discloser, provided that the source of the information was not known by the Receiver to be bound by or subject to a confidentiality agreement with the Discloser or bound by fiduciary or other similar duties of confidentiality, in respect thereof; or
1.4.5 the parties agree in writing is not Confidential Information;
1.5 “EFT” means electronic funds transfer banking being, in tQe context of this Agreement, the electronic transfer of money from the Subscriber Merchants’ customers’ bank accounts into thé nominated and approved merchant bank account;
1.6 merchant bank account” the Subscriber’s merchant bank account, any approved Subscriber Merchant bank account, or any other bank account deemed to be a merchant bank account by Ozow, as the context may indicate;
1.7 Ozow” means Ozow Proprietary Limited, a company incorporated under the laws of South Africa, with registration number 2013/214663/07;
1.8 Ozow API” means Ozow’s application programming interface being the software and set of functions and procedures which interface with the Subscriber applications to facilitate access to the EFT payment solution and delivery of EFT confirmation to the Subscriber;
1.9 ‘Ozow Pin” means the mechanism, developed by Ozow, of encrypting payment information and splitting such encrypted information amongst multiple parties (including the consumer) so that no one entity can access such information alone. This encrypted information is used to safely and securely speed up payments for consumers by avoiding the repetition of input of data in subsequent transactions;
1.10 Ozow Plugins” means software components formulated by Ozow that add specific features to existing content management software on Subscriber applications which supports the installation and configuration of such software components, the terms and conditions of which are set out in Annexe B;
1.11 ‘Ozow service” or “service” means the provision by Ozow of the platform developed and owned by Ozow which facilitates automated EFT transactions, as modified or enhanced by Ozow from time to time, the Ozow system, refund functionality (if applicable) and the Ozow Plugins, as applicable, to the Subscriber in terms of this Agreement and Annexe B, as applicable;
1.12 “Ozow system” means the integration of the proprietary technology, service portfolio infrastructure, Ozow personnel, Ozow API and the Subscriber to facilitate Subscriber Merchants’ customers’ payments using EFT and in terms of which Ozow will provide EFT confirmation and reporting to the Subscriber;
1.13 Processing Fee” means the prices to be charged by Ozow to the Subscriber for the Ozow service in accordance with the applicable package outlined in Annexe A;
1.14 “Sign Up” means the date that the merchant has signed this Agreement to use the Ozow service;
1.15 ‘Subscriber” means the merchant to whom Ozow shall provide the Ozow service, as set out in the Merchant Details section hereof;
1.16 “Subscriber Merchants” mean the merchants or consumers contracted to the Subscriber for payment solutions;
1.17 ‘Suspension” means the deactivation of the Ozow service from the Subscriber’s infrastructure with immediate effect with no refunds being provided to the Subscriber and the Subscriber nevertheless being obligated to pay to Ozow any amounts duly outstanding and owing to Ozow;
1.18 Transaction” means a successfully completed transaction made by a Subscriber Merchant using the Ozow system;
1.19 “VAT” means value-added tax, in terms of the applicable tax legislation in South Africa.
2. Ozow grants a non-exclusive, non-transferrable license to the Subscriber to use the Ozow system, and to sub-license the Ozow system to its Subscriber Merchants in accordance with the terms and conditions of this Agreement.
3. If and to the extent agreed between the parties, the Subscriber will have access to the Ozow Plugins on the terms and conditions set out in Annexe B.
Term and Termination
4. The effective date of this Agreement is the date of signature hereof by the Subscriber. The Agreement will endure indefinitely unless terminated in accordance with its terms.
5. Within 90 days following the Effective Date of this Agreement, and if, in the opinion of Ozow, the Subscriber:
5.1 commits any act or omission which is or could be prejudicial to, and/or not in the best interests of, Ozow; or
5.2 engages in or is suspected of engaging in bribery, fraud, or otherwise corrupt or illegal actions or omissions, Ozow reserves the right to unilaterally and immediately terminate this Agreement on written notice (without providing reasons therefor) to the Subscriber. In the event of termination of this Agreement of this nature, Ozow will deactivate the Ozow service from the Subscriber’s infrastructure with immediate effect and no refunds will be provided to the Subscriber. The Subscriber is nevertheless obligated to pay to Ozow any amounts duly outstanding and owing to Ozow in the event of a termination of this Agreement in terms of this clause 5.
6. Subject to clause 7, if a party breaches party material provision of this Agreement and remains in breach for 7 days after written notice to that party requiring that party to rectify that breach and warning that if the breach is not so remedied, the aggrieved party may exercise its rights in terms of this clause (or if it is not reasonably possible to remedy the breach, within 7 days within such further period as may be reasonable in the circumstances provided that the party in breach furnishes evidence within 7 days reasonably satisfactory to the other party that it has taken whatever ste@are available to it to commence remedying the breach), the aggrieved party shall be entitled (without derogating from any of itspftÀner rights or remedies under this Agreement or at law), at its option:
6.1 to sue for immediate specific performance of any of the defaulting party’s obligations under this Agreement, whether or not such obligation is then due; or
6.2 to cancel this Agreement, in which case written notice of the cancellation shall be given to the defaulting party, and the cancellation shall take effect on the giving of the notice,
7. Either party may terminate this Agreement for any reason on one month’s written notice to the other party.
8. If either party fails to pay any fees due to the other party by their due date; breaches any of the provisions of this Agreement; is placed into liquidation or sequestration (whether provisional or final); commits any act or omission which, in the opinion of the other party, is prejudicial to its own interests; engages in or is suspected of engaging in bribery, fraud, or otherwise corrupt or illegal actions or omissions; or commits an act of insolvency or steps are taken against it or by it to commence business rescue proceedings, the other party has the right, without prejudice to any other rights that it has in law, to:
8.1 claim specific performance of the other party’s obligations under this Agreement whether or not they are due for performance; or
8.2 immediately terminate this Agreement, and in both cases, be entitled to claim from the other party whatever direct damages or loss it has suffered, subject to the same limitations, mutatis mutandis, recorded in clause 22.
9. The Subscriber confirms that it is fully aware of and understands the Anti-Corruption Laws applicable to this Agreement.
10. For the duration of this Agreement, the Subscriber agrees and undertakes not to:
10.1 engage in any unlawful trade practices or any other practices that are in violation of the Anti-Corruption Laws in connection with any actions or activities associated with this Agreement or in connection with the relationship between the Parties;
10.2 receive any payment for its benefit, directly or indirectly, from any third party or pay, offer or promise to pay, or authorize the payment, directly or indirectly, of any monies or anything of value to:
10.2.1 any person employed by or actioned for or on behalf of any third party, private or governmental, or
10.2.2 any government official or employee or any political party or candidate for political office, for the purpose of inducing or rewarding any favourable action by the third party in any commercial transaction or any governmental matter.
11. The Subscriber shall provide evidence upon request from Ozow, of the steps being taken by it to avoid corrupt activities, including the establishment of policies, practices, and/or business controls with respect to the Anti-Corruption Laws.
12. The Subscriber shall indemnify, keep indemnified and hold harmless Ozow from and against all losses, damages, costs (including but not limited to legal costs and disbursements) arising from or incurred by reason of the Subscriber’s, or its employee, agent, consultant, subcontractor or other representative’s, breach of the Anti-Corruption Laws.
13. The provisions of clauses 9 to 13 as well as any other clauses in relation thereto shall survive the termination of this Agreement for any reason whatsoever.
14. Notwithstanding clauses 4 to 8, Ozow reserves the right to unilaterally take the decision to effect Suspension with immediate effect for 14 (fourteen) days (“Suspension period”) or such other reasonable time as agreed between the parties, if the Subscriber:
14.1 fails to make timely payment in full, within 30 (thirty) days after receipt of an invoice issued by Ozow in accordance with clause 18; or
14.2 engages in or is suspected of engaging in bribery, fraud, or otherwise corrupt or illegal actions or omissions or conducts itself in a manner that is or could be prejudicial to Ozow, during which Suspension period the Subscriber is afforded the opportunity to rectify the aforementioned breaches.
15. If the Subscriber remedies the cause of the Suspension during the Suspension Period, the Suspension will immediately, or as soon as practicably possible thereafter, be lifted and the Subscriber will be re-activated on the Ozow service.
16. If the Subscriber remains in breach of clause 14 following the Suspension, Ozow reserves the right to terminate the Agreement with immediate effect.
17. The Subscriber will pay the Processing Fees to Ozow for th service as set out in Annexe A, and shall have access to Ozow’s technical support, as set out in the service level agreement attacheñereto as Annexe C.
18. nvoicing will commence on the first day of the month following the Activation of the Ozow system. All prices in this Agreement are exclusive of VAT and VAT shall be automatically added to each monthly statement to be invoiced to the Subscriber. The Subscriber is responsible for timely payment in full, before or on the due date stated on the invoice issued by Ozow. Activation of the Ozow service is subject to Ozow approving a virtual merchant account for the Subscriber.
19. Ozow reserves the right to increase its fees by giving the Subscriber 30 days’ written notice.
20. Ozow is excited to assist in growing the Subscriber’s business by offering the Ozow Service to the Subscriber and the Subscriber Merchants. The core business and functionality of Ozow is the automation of the instructions issued by the person to whom the service is rendered. In keeping with upholding its standard of excellence, Ozow will take responsibility for its acts or omissions resulting in disruption to the Ozow service in accordance with clause 22, however, Ozow will not be responsible for instances that are outside of its control which include:
20.1 any actions or inactions of the Subscriber that result in a loss of service;
20.2 any events or outages affecting the Ozow system and Ozow service that are outside of the authority, control and / or responsibility of Ozow;
20.3 any delays in the settlement of Transaction funds; and
20.4 non-settlement of Transaction funds.
21. Ozow will use its best endeavours to assist the Subscriber in resolving issues relating to the delays in settlement or the non-settlement of Transaction funds. The Subscriber is required to (i) inform Ozow of such delay or non-settlement in respect of a Transaction (“affected Transaction”) or (ii) notify Ozow of any claim the Subscriber seeks to institute for the outstanding funds resulting from the affected Transaction. Notwithstanding the terms of this Agreement, in respect of both (i) and (ii) if the Subscriber fails to inform or notify Ozow within thirty (30) days from the date that this affected Transaction occurred, the Subscriber shall have no right of recourse against Ozow and Ozow cannot be required to assist the Subscriber in such instances. It bears mention and in terms of clause 20, that Ozow cannot be held liable for acts outside of its control.
22. Each party’s iability is limited to direct damages that arise as a result of the negligence or acts or omissions of its employees, agents or representatives in the performance of their duties. Neither party shall be liable for any loss of profit or revenue, indirect, special, or consequential loss or damages of whatever kind, whether arising in contract, delict or otherwise, suffered by the other party about or arising out of this Agreement. In no event will either party’s aggregate liability in respect of any claims relating to this Agreement exceed the Processing Fees paid or would have been payable by the Subscriber to Ozow for the 12 (twelve) month period immediately preceding the date on which the claim arose. Neither party excludes nor limits its liability for any damages arising from its wilful or fraudulent conduct, or for any matter for which it would be illegal for to do so. This clause 22 shall always be interpreted per and subject to this overarching proviso.
23. The Subscriber indemnifies Ozow, its directors, officers, employees and agents against all losses which may directly or indirectly arise out of or in connection with:
23.1 a breach by the Subscriber of any of its obligations under this Agreement; and/or
23.2 the negligent, wilful or fraudulent act or omission of the Subscriber and/or its personnel in carrying out or failing to carry out its obligations under this Agreement.
24. To the fullest extent permissible in law, the Subscriber hereby unconditionally and unreservedly indemnifies and holds Ozow, its affiliates, public officers, directors, employees, consultants, agents, licensors and service providers, harmless against all loss, damages, claims, liability and costs, of whatsoever nature, howsoever and whensoever arising, as a result of and without limitation any breach by the Subscriber of the terms set out in Annexe D attached hereto.
Warranties and undertakings
25. Both parties warrant that all times during the course of this Agreement they will comply fully with all Applicable Laws, including Anti-Corruption Laws that may be applicable to its operations under this Agreement. The parties acknowledge their understanding of the Anti-Corruption Laws and without limitation, as it relates to this Agreement and accordingly shall not offer, make or accept a payment or anything of value from any person that is intended to improperly influence that person’s authority that would violate the AntiCorruption laws.
26. Ozow acknowledges that the Subscriber has entered into this Agreement in reliance upon the Ozow’s expertise in selecting and supplying services fit to meet the Subscriber’s business requirements. In consideration of the aforegoing and to show our commitment to providing you with excellent service, Ozow warrants that:
26.1 it shall not engage in any conduct that brings or is ikely to bring the reputation of the Subscriber into disrepute;
26.2 it will provide the services with reasonable care and skill; and
26.3 the performance of the services will not infringe or violatqåhy intellectual property rights or other rights of any third party.
27. The Subscriber warrants to Ozow that:
27.1 it shall not engage in any conduct that brings or is ikely to bring the reputation of Ozow into disrepute;
27.2 it is properly qualified and experienced and obtains and maintains all regulatory or other approvals necessary to perform its obligations under this Agreement in good faith, with due diligence and skill and to the satisfaction of Ozow;
27.3 it shall ensure that all information to be provided by it to Ozow in connection with this Agreement and the performance of the Subscriber’s obligations hereunder is and shall remain true and correct in all respects;
27.4 it shall, for purposes of this Agreement, receive funds in its South African resident bank account and that it does not utilise any nonresident bank account for purposes of this Agreement;
27.5 it understands the Applicable Law around the processing of payments in South Africa and where a non-resident bank account of or affiliated with the Subscriber is involved in any way in relation to carrying out the obligations under this Agreement, the Subscriber further warrants that it complies with Applicable Law and in doing so, it has obtained the relevant advice from its authorised dealer (where applicable) and obtained the requisite legal and regulatory approvals, which approvals the Subscriber will furnish to Ozow upon its request for same;
27.6 it shall as soon as reasonably practicable and at no cost to Ozow give to Ozow (in writing if so requested) all such information and reports as Ozow may reasonably require in connection with this Agreement; and
27.7 it shall not take any action (or, as the case may be, omit to take any action) which may directly or indirectly cause Ozow to infringe or misappropriate the intellectual property of any third party.
28. The Subscriber undertakes in favour of Ozow that it shall:
28.1 at its cost, establish and maintain the infrastructure necessary or desirable to enable it to fulfil its obligations under this Agreement; and
28.2 report any technical incident to Ozow in accordance with the response rules, as soon as it detects same.
29. Ozow is committed and excited to grow Transaction volumes with the Subscriber through the Ozow system. In order to assist with growing volumes, we recommend (where applicable and if possible) that the following initiatives are undertaken:
29.1 integrate Ozow on the Subscriber’s application (website, mobi site and mobi app, as applicable);
29.2 ensure that the Ozow logo appears on the Subscriber’s application or marketing material
29.3 make Ozow the first available EFT payment option;
29.4 ensure that the Ozow logo is next to ‘Secure EFT using Ozow’ on the payment pages of the Subscriber; and
29.5 use its best endeavours to promote the Ozow payment service.
30. The parties agree that any dispute arising from this Agreement shall be submitted to mediation, failing which, the dispute shall be submitted to binding arbitration governed by the Arbitration Act, 1965, or any replacement Act and shall take place in accordance with the Commercial Arbitration Rules of the Arbitration Foundation of Southern Africa (“AFSA”). The arbitration proceeding shall be conducted by a mutually agreed upon arbitrator of AFSA and shall be held in Johannesburg, South Africa and the judgment upon the award rendered may be entered and enforced in any court of competent jurisdiction. Nothing contained in this clause 30 shall prohibit a party from approaching any court of competent jurisdiction for urgent interim relief pending determination of the dispute by arbitration, and for this purpose the parties consent to the non-exclusive jurisdiction of the Gauteng Local Division of the High Court of South Africa, Johannesburg.
31. Ozow is continuously seeking to provide the Subscriber with a service that evolves in keeping with the Subscriber’s business needs. In the event that the Subscriber identifies improvements or upgrades required, Ozow will be happy to consult and agree on improvements and updates that can be offered to the Subscriber. Any costs or changes in pricing associated with the improvements or upgrades will be communicated to the Subscriber. The Subscriber may then choose to proceed with the upgrade or not. The Subscriber acknowledges that it might be necessary to implement such upgrades or improvements to continue utilising the Ozow service.
32. If the Subscriber utilises the Ozow Pin services, the Subscribqrßpecifically agrees as follows:
32.1 The Subscriber may receive fragments of PI pertaining o consumers as part of Ozow’s method of processing payments through the Ozow Pin. While it is Ozow’s view that such fragments would not meet the definition of Personal Information, for the avoidance of doubt, and in order to ensure the complete integrity and security of all consumer information processed through the Ozow Pin, the Subscriber shall adhere to its obligations, warranties and undertakings as set out in Annexe D.
32.2 The Subscriber shall market and promote the Ozow Pin services on an exclusive basis. Without derogating from the generality of the aforegoing, and in order to protect the goodwill and proprietary interests of Ozow, the Subscriber may not market or promote any other payment methods offered by any third parties that are similar to the Ozow Pin method for the duration of this Agreement and for a period of 1 year following termination hereof.
Confidentiality and data protection
33. Each party hereby undertakes to comply with the confidentiality and data protection provisions set out in Annexe D to this Agreement.
34. While Ozow employs technologies and payment systems that are sufficiently secure regarding local and international standards, the Subscriber is required to actively protect its systems. For your records, Ozow is licensed under Applicable Laws. The relevant licensing documentation is available on request.
35. Ozow shall obtain and maintain throughout the term of this Agreement adequate commercial general and public liability insurance and professional indemnity insurance, with a reputable and financially secure insurance carrier, to such a value as is reasonable and customary in the industry for companies of comparable size and activities.
36. The parties choose as their domicilia citandi et executandi, for all purposes under this Agreement, the addresses set out in the Merchant Details section of this Agreement in respect of the Subscriber, and in respect of Ozow, the addresses specified at www.ozow.com.
37. This Agreement shall be governed by the laws of the Republic of South Africa.
38. This Agreement, together with any annexes attached to it (as amended), constitute the whole agreement between the parties and no consensual cancellation, waiver, relaxation or suspension of any of the provisions hereof shall be binding unless reduced to writing and signed by the parties. Any relaxation or indulgence granted by one party to the other will not prevent the first party from exercising its rights under this Agreement at a later stage. Notwithstanding the contents of this clause, Ozow reserves its right to amend the terms and conditions of this Agreement on prior written notice to the Subscriber.
39. If any of the provisions of this Agreement are held to be invalid, unlawful or unenforceable, these provisions will be severable from the remaining provisions. For the avoidance of doubt, the remaining provisions will continue to be valid and enforceable.
40. If a party successfully enforces or defends its rights in terms of this Agreement, that party shall be entitled to recover from the other party its legal fees on the party and party scale, including fees of counsel on brief, tracing agent’s fees and collection charges.
41. The Subscriber may not cede its rights nor assign its obligations under this Agreement without the prior written consent of Ozow. Ozow shall be entitled to cede its rights or assign its obligations under this Agreement without requiring the written consent of the Subscriber if such cession or assignment does not prejudice the Subscriber. Should such cession and/or assignment take place, such cessionary shall also be entitled to enforce its rights hereunder against the Subscriber in respect of the services that it provides to the Subscriber.
42. To give effect to this Agreement, the parties undertake to do all things, perform all commercially reasonable acts and take all steps to procure its performance under this Agreement.
43. During the term of this Agreement, the parties shall act in good faith in the performance of their respective obligations.
44. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and which together shall constitute one and the same agreement, and may be circulated for signature through electronic communication, and all signatures so obtained, transmitted and delivered shall be deemed for all purposes under this Agreement to be original signatures.
45. The persons signing this Agreement in a representative capacity warrant their authority to do so. The parties record that it is not required for this Agreement to be valid and enforceable that a party shall initial the pages of this Agreement and/or have its signature of this Agreement verified by a witness.