HELLO CONTRACT (PTY) LTD (“HELLO CONTRACT”) PRO SUBSCRIBER WEBSITE TERMS AND CONDITIONS (“TERMS AND CONDITIONS”) THESE TERMS AND CONDITIONS ARE EFFECTIVE AS OF 10 JANUARY 2020 “EFFECTIVE DATE”
READ THE WEBSITE TERMS AND CONDITIONS CAREFULLY BEFORE BROWSING THE WEBSITE. A SUBSCRIBER’S CONTINUED USE OF THE WEBSITE INDICATES THAT THE SUBSCIBER HAS BOTH READ AND ACCEPTED THE TERMS AND CONDITIONS. A SUBSCRIBER CANNOT USE THE WEBSITE IF IT DOES NOT ACCEPT THE TERMS AND CONDITIONS. ALL SECTIONS OF THE TERMS AND CONDITIONS ARE APPLICABLE TO THE SUBSCRIBER
1.1. Hello Contract’s pro subscriber website http://www.portal.hellocontract.co.za (“the Website”) is made available, and owned by Hello Contract (Pty) Ltd (bearing registration number 2019/424924/07) as licensed from Hello Contract B.V (hereinafter referred to as "Hello Contract ", “the Hello Contract Website” “Website”, "we", “our" or "us"). Any reference to "Hello Contract ", "we", "our" or "us" shall include our employees, officers, directors, representatives, agents, shareholders, affiliates, subsidiaries, holding companies, related entities, advisers, sub-contractors, service providers and partners.
1.3. Accessing and/or use of the Website after the Effective Date as set out above will signify that the Subscriber has read, understands, accepts, and agrees to be bound, and is bound, by the Terms and Conditions, in such Subscriber’s individual capacity and/or for and on behalf of any entity for whom the Subscriber utilises the Website. Further, the Subscriber represents and warrants that it has the authority to do so and that in the case of a Subscriber being a natural person, the Subscriber is a Competent Person (as defined in the Protection of Personal Information Act, 4 of 2013, as amended).
1.4. To the extent permitted by applicable law, we may modify the Terms and Conditions, and the Subscriber shall be advised of such modifications by email prior to same being effected. All revisions to the Terms and Conditions shall further be noted within such Terms and Conditions and will take effect on the date advised in the email, unless a later date is otherwise stated in the revised Terms and Conditions.
1.5. These Terms and Conditions will apply fully and affect a Subscriber’s use of the Website. By using this Website, a Subscriber agrees to accept the Terms and Conditions as contained herein in full.
1.6. Should a Subscriber not agree to the terms contained herein, a Subscriber must immediately desist from using this Website.
In these Terms and Conditions:
2.1. clause headings are for the convenience and are not to be used in its interpretation;
2.2. unless the context indicates a contrary intention, an expression which denotes:
2.2.1. any gender includes the other gender;
2.2.2. a natural person includes a juristic person and vice versa;
2.2.3. the singular includes the plural and vice versa;
2.3. the following expressions bear the meanings assigned to them below and cognate expression bear corresponding meanings:
2.3.1. “Browser” shall mean any person who visits any page of the Website, whether by landing at the home page or any other page through use of a hyperlink of another website or by direct access to the Website and who has no intention of using the Services or has not yet registered as a Subscriber;
2.3.2. “Hello Contract” means Hello Contract (Pty) Ltd (Registration Number: 2019/424924/07) as licensed from Hello Contract B.V, a private company duly registered and incorporated in accordance with the company laws of South Africa and carrying on business at 16 Ebenezer Road, Cape Town, South Africa;
2.3.3. “Items” shall mean the legal documents and contracts as made available to a Subscriber for purchase on the Website;
2.3.4. “Party” or “Parties” means the Subscriber or Hello Contract, or both, as the context implies;
2.3.6. “Services” means those services as provided by Hello Contract, as set out in paragraph 3 below;
2.3.7. “Subscriber” means a Browser who completes the registration process on the Website as a pro subscriber thus enabling such person or entity to make use of the Services; and
2.3.8. “Terms and Conditions” means these terms and conditions;
2.3.9. “Website” shall mean the website situate at www.portal.hellocontract.co.za as owned, hosted and managed by Hello Contract on which the Services are offered.
2.4. If any provision is a substantive provision conferring rights or imposing obligations on any Party, notwithstanding that it is only in the definition clause, effect will be given to it as if it were a substantive provision in the body of the Terms and Conditions.
2.5. Words and expressions defined in any clause shall, for the purpose of that clause, bear the meaning assigned to such words and expressions in such clause.
4.1. Only a Subscriber may make use of the Services.
4.2. Subject to, and on the basis of a Browser’s acceptance of the Terms and Conditions, and thus becoming a Subscriber, we grant the Subscriber a limited, revocable, non-transferable license to access and use the Website in accordance with the various policies and agreements which may govern such use and access.
5.1. The Subscriber’s annual fee for the Services shall be R9,600 incl VAT.
5.2. The Subscriber shall make payment of the annual fee at a rate of R800 including VAT per month charged to a Subscriber’s credit card.
7.1. We are committed to providing secure online payment facilities. All transactions are encrypted using appropriate encryption technology.
7.2. Payment may be made be either debit or credit card. When making payment, we may require additional information in order to authorise and/or verify the validity of payment. In such cases we are entitled to withhold release of the Items until such time as the additional information is received by us and authorisation is obtained by us for the amounts. If we do not receive authorisation your order for the Items will be cancelled. A Subscriber warrants that it is fully authorised to use the credit or debit card supplied for purposes of paying for the Items. A Subscriber further warrants that its credit or debit card has sufficient available funds to cover all the costs incurred as a result of purchasing the Items.
7.3. A Subscriber will when making payment, be directed to a link to a secure site for payment of the purchase price in respect of the Items.
7.4. Items will only be transmitted to the Subscriber once payment has been effected and payment is reflected in our banking account.
8.1. We may, at our own discretion, and from time to time, offer discount coupons in respect of certain of the Items.
8.2. In order for a coupon code to be honoured, the discount as associated with the coupon code:
8.2.1. shall not be redeemed against any Item except that for which the discount coupon is offered;
8.2.2. cannot be replaced if expired;
8.2.3. may not be used as a credit claim against cash that has already been dispensed in respect of payment for the same Item;
8.2.4. is non-transferrable and may not be exchanged for cash.
9.1. Items will be transmitted to the Subscriber via email within 5 minutes of payment being reflected in our banking account.
9.2. The email address to which the Items are released shall be the same email address as provided by a Subscriber when registering for the Services.
10.1. The Subscriber warrants and represents that the personal information provided to us is and shall remain accurate, true and correct and that the Subscriber will update the personal information held by us to reflect any changes as soon as possible.
10.2. The Subscriber further warrants that when registering on the Website it:
10.2.1. is not impersonating any person; and
10.2.2. is not violating any applicable law regarding use of personal or identification information.
10.3. Further and insofar as the registration process is concerned, the Subscriber warrants that its log in details shall:
10.3.1. be used for personal use only; and
10.3.2. not be disclosed by a Subscriber to any third party.
10.4. For security purposes the Subscriber understands that if it should use the incorrect log in details when attempting to purchase Items access to the Services will be denied.
10.5. The Subscriber agrees that, once the correct log in details have been entered, irrespective of whether the use of the log in details is unauthorised or fraudulent, the Subscriber will be liable for payment of such Items purchased.
11.1. A Subscriber may not use the Website for any objectionable or unlawful purpose.
11.2. A Subscriber is not able to upload any information onto the Website save for the personal information as required when registering for the Services.
11.3. A Subscriber undertakes not to send to us spam mail, or make use of other unsolicited mass e-mailing techniques.
11.4. A Subscriber shall not introduce any virus, worm, trojan horse, malicious code or other program which may damage computers or other computer-based equipment through email communication with us.
11.5. A Subscriber may not sell, redistribute or use information contained on the Website for a commercial purpose without our prior written consent.
11.6. A Subscriber may not remove or alter our copyright notices or other means of identification including any watermarks, as they appear on the Website, any of our emails or the Items.
11.7. A Subscriber may not distribute or publish any part of the information or content included in the Services on any publicly accessible electronic network, including without limitation the internet and the world wide web, Facebook, YouTube, or otherwise publish, broadcast or display any such information in public.
11.8. A Subscriber understands and agrees that it is solely responsible for compliance with any and all laws, rules and regulations that may apply to its use of the Website or the Services.
12.1. We make no representation or warranty (express or implied) that the Website or Services will:
12.1.1. meet a Subscriber’s needs;
12.1.2. be accessible at all times;
12.1.3. be accurate, complete or current; or
12.1.4. be free from viruses.
12.2. Subject to any express terms, Hello Contract makes no representation or warranty as to the volume or subject area of Services accessible through the Website.
12.3. Except for any express warranties in these Terms the Services are provided “as is”. Hello Contract makes no other warranties, express or implied, statutory or otherwise, including but not limited to warranties of merchantability, title, fitness for a particular purpose or noninfringement. We do not provide any warranties against viruses, spyware or malware that may be installed on your computer as a result of you accessing or using the Website.
12.4. Hello Contract does not warrant that the use of the Website will be uninterrupted or error free, nor do we warrant that we will review information for accuracy or that we will preserve or maintain the Subscriber’s personal information without loss.
12.5. Hello Contract shall not be liable for delays, interruptions, service failures or other problems inherent in use of the internet and electronic communications or other systems outside of our reasonable control. While a Subscriber may have statutory rights, the duration of any such statutorily warranties, will be limited to the shortest period to the extent permitted by required law.
13.1. The Website shall be used entirely at a Subscriber’s own risk.
13.2. We are not responsible for, and the Subscriber agrees that we will have no liability in relation to, the use of and conduct in connection with the Website, or any other person’s use of or conduct in connection with the Website, in any circumstance.
13.3. We cannot guarantee or warrant that any file downloaded from the Website or delivered to you via email will be free of infection or virus, worms, trojan horses or other code that has contaminating or destructive qualities. A Subscriber is responsible for implementing appropriate processes, systems and procedures to protect itself from this type of issue.
13.4. A Subscriber indemnifies us, and agrees to keep us indemnified, from and against any claim, loss, damage, cost or expense that we may suffer or incur as a result of or in connection with a Subscriber’s improper use of or conduct in connection with the Website, including any breach by a Subscriber of these terms or any applicable law or licensing requirements.
13.5. To the maximum extent permitted by law we exclude all implied representations and warranties which, but for these terms, might apply in relation to a Subscriber’s use of the Website.
13.6. To the extent that our liability cannot be excluded by law, our maximum liability, whether in contract, equity, statute or tort (including negligence), to a Subscriber will be limited to the minimum amount imposed by such law.
13.7. Notwithstanding anything to the contrary in these terms, in no circumstances will we be liable for any indirect, punitive or consequential loss or damages, loss of income, profits, goodwill, data, contracts, use of money or any loss or damages arising from or in any way connected to interruption of the Services of any type, whether in delict, contract or otherwise.
15.1. Hello Contract and the contents of the Website, together with the Items are the property of Hello Contract, unless specified otherwise, and are protected by South African and international copyright laws. Furthermore, the compilation (meaning the collection, arrangement, and assembly) of all content on the Website and/or the Services, is our property, unless credit is attributed to the author thereof, and is, likewise, protected by South African and international copyright laws.
15.2. Except as stated in the Terms and Conditions, none of the contents may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, except as permitted by the fair use privilege under the South African copyright laws or without our prior written permission, which should such consent be provided, we reserve our right to withdraw such consent at any stage, in our sole and absolute discretion.
15.3. Subscribers are expressly prohibited to “mirror” any content, contained on the Website, on any other server unless our prior written permission is obtained, which should such consent be provided, we reserve our right to withdraw such consent at any stage, in our sole and absolute discretion.
15.4. The Subscriber is granted a limited, revocable, and non-exclusive right to create a hyperlink to the Website, so long as the link does not portray us, our affiliates, Items or Services in a false, misleading, derogatory, or otherwise offensive manner. A Subscriber may not use our logo or other proprietary graphic or trademark as part of the link without our permission or the permission of our affiliates or content suppliers.
15.5. All trademarks and copyrights, as also any other intellectual property rights, in and to any of the content of the Website are the exclusive property of Hello Contract.
16.1. A Subscriber undertakes not to attempt to decipher, decompile, disassemble or reverse engineer any of the software or code comprising or in any way making up a part of the Website including any algorithm used by us.
16.2. We own or are licensed to use all intellectual property on the Website. A Subscriber may not use any of our intellectual property for any purpose other than as may be required to use the Website for its intended purpose.
17.1. Confidential information means any documents or information created, received or obtained from Hello Contract, together with information relating to Hello Contract as well as non-public information pertaining to Hello Contract’s business (including, without limitation pricing information, any related entities, the identity of a Subscriber, and any content marked confidential or reasonably construed as being confidential due to its nature) (“Confidential Information”) which must remain strictly confidential.
17.2. A Subscriber may not disclose, solicit, make available or misappropriate any Confidential Information, trade secrets or other proprietary information that belongs to Hello Contract without our prior written permission, or in violation of any express or implied duty or contractual right.
17.3. Where a Subscriber is legally required to disclose the Confidential Information, it shall inform the third party who disclosed the Confidential Information of the requirement as soon as reasonably practicable and liaise with that party prior to disclosing any of that party’s Confidential Information.
17.4. The Subscriber shall notify Hello Contract immediately upon becoming aware of a suspected or actual breach of this obligation.
17.5. Hello Contract will not disclose or make available, directly or indirectly, any Subscriber’s Confidential Information, except where Hello Contract has the Subscriber’s permission, where the Confidential Information is already in the public domain (through no breach of the Terms and Conditions), in furtherance of the Subscriber’s use of the Services, to enforce all or any of the terms or if legally compelled to do so.
20.1. Any dispute which arises between the Subscriber and Hello Contract in respect of the Terms and Conditions shall require the Parties to use their best endeavours to resolve the dispute informally within 7 (seven) days of the dispute having been raised in writing.
20.2. If the dispute cannot be resolved in accordance with the foregoing, the dispute shall be finally resolved in accordance with the rules of Arbitration Foundation of South Africa (“AFSA”) by an arbitrator or arbitrators appointed by AFSA.
20.3. Either Party may demand that a dispute be referred to arbitration by giving written notice to that effect to the other Party. This clause shall not preclude either Party from obtaining interim relief on an urgent basis from a court of competent jurisdiction pending the decision of the arbitrator.
20.4. The arbitration referred to in clause 20.2 shall be held –
20.4.1. at Cape Town or other venue agreed by the parties in writing;
20.4.2. in English; and
20.4.3. immediately and with a view to its being completed within 21 (twenty one) days after it is demanded.
20.5. The Parties irrevocably agree that the decision in arbitration proceedings:
20.5.1. shall be final and binding upon them;
20.5.2. shall be carried into effect;
20.5.3. may be made an order of any court of competent jurisdiction.
21.1. The Parties choose as their respective domicilium citandi et executandi for the purpose of legal proceedings and for the purpose of giving or sending any notice provided for or necessary of the Terms and Conditions, the following:
21.1.1. - Hello Contract (Pty) Ltd
21.1.2. Subscriber: The address as provided when registering on the Website.
21.2. Both Parties may change their domicilium to any other physical address or email address by written notice to the other to that effect. Such change of address will be effective 7 (seven) days after receipt of notice of change of domicilium.
21.3. All notices to be given in terms of the Terms and Conditions will:
21.3.1. be given in writing;
21.3.2. be delivered or sent by email; and
21.3.3. be presumed to have been received on the date of delivery.
21.4. Notwithstanding the above, any notice actually received by the Party to whom notice is addressed will be deemed to have been properly given and received, notwithstanding that such notice has not been given in accordance with the provisions of this clause.
24.1. Data Messages (as defined in the ECT Act) will be deemed to have been received by Hello Contract if and when Hello Contract responds to the Data Messages.
24.2. Data Messages sent by Hello Contract to a Subscriber will be deemed to have been received by the Subscriber, as the case may be, in terms of the provisions specified in section 23(b) of the ECT Act.
24.3. The Subscriber acknowledges that electronic signatures, encryption and/or authentication are not required for valid electronic communications between the themselves and Hello Contract.
25.1. The Terms and Conditions constitute the entire between the Parties as to the subject matter hereof and no agreements, representations or warranties between the Parties regarding the subject matter hereof other than those set out herein, are binding on the Parties.
25.2. Our failure to enforce any provision of the Terms and Conditions shall not constitute a waiver of such provision. Further, any consent to depart from the Terms and Conditions shall be ineffective unless it is confirmed in writing and signed by us.
25.3. Any present or future legislation which operates to vary an obligation or right, power or remedy of a person in connection with the Terms and Conditions is excluded except to the extent that its exclusion is prohibited or rendered ineffective by law.
25.4. The rights, powers and remedies provided to Hello Contract in the Terms and Conditions are cumulative with and not exclusive of the rights, powers or remedies provided by law independently of the Terms and Conditions.
25.5. The Terms and Conditions together with the other terms and legal documents situated on the Website constitute the entire agreement in as far as the provision of the Services are concerned. The Subscriber acknowledges and agrees that it has not relied on any representations by Hello Contract except those contained in the Terms and Conditions.
25.6. The laws of the Republic of South Africa shall apply to these Terms and Conditions.
25.7. Any claims, legal proceeding or litigation arising in connection with the Terms and Conditions shall be subject solely to the jurisdiction of the courts of the Republic of South Africa.
25.8. Hello Contract may assign or novate any of our rights or obligations under these Terms and Conditions without a Subscriber’s consent. A Subscriber may not assign or novate any of his/her/its rights.
25.9. If any provision herein is held to be unenforceable, the remaining provisions shall remain in full force and effect.