– Last Updated: March 2020-
1. DEFINITIONS AND INTERPRETATIONS
1.2.1. “Account Profile” means the location on our website where you can, after logging in, view and manage your profile, including your personal information, Payment Method details and your account settings including your notification preferences.
1.2.2. “Active Account” means an account that has been used to purchase products or services using the Say Siyabonga Services in the last 90 (Ninety) days.
1.2.3. “Affiliate” or “Affiliated Company” are companies that are direct or indirect subsidiaries of Say Siyabonga, or are otherwise related to it through common ownership or control.
1.2.4. “Applicable Laws” shall mean:
126.96.36.199. Statutes and subordinate legislation and common law;
188.8.131.52. Ordinances and by-laws;
184.108.40.206. Circulars, codes of practice, directives, guidance notices, judgments and decisions of any competent authority or any governmental, intergovernmental or supranational agency, body, department or regulatory, self-regulatory or other authority or organisation; and
220.127.116.11. other similar provisions, from time to time, compliance with which is mandatory for that Party;
1.2.5. “Application” can mean a website, an app, or any other application in which the Say Siyabonga service can be integrated.
1.2.6. “Authorize” or “Authorization” means a User’s express authorization to Say Siyabonga to debit funds from a connected bank account or payment card held on file by us.
1.2.7. “Business Day” means any day, other than a Saturday, Sunday or an official public holiday in South Africa, recognised as such under the Public Holiday Act, 1994 or any successive legislation;
1.2.8. “Control” means, in relation to an entity, the power, direct or indirect (through one or more intermediaries), to direct or cause the direction of the management and policies of such entity whether by contract, ownership of shares, membership of the board of directors, agreement or otherwise and, in any event and without limitation of the foregoing, any entity directly or indirectly (through one or more intermediaries) owning more than 30% of the voting securities of a second entity shall be deemed to control that second entity. The terms “Controlling” and “Controlled” shall have a corresponding meaning;
1.2.9. “Customer Service” is the customer support services offered by Insert Entity Name.
1.2.10. “EFT” means a bank Electronic Funds Transfer.
1.2.11. “Improvements” mean all modifications, enhancements, updates, adaptations, customisations and/or developments pertaining to the Intellectual Property;
1.2.12. “Information” means any confidential and/or personally identifiable information or other information related to an Account, Merchant or User, including but not limited to the following: name, email address, date of birth, tax identification number, billing/shipping address, phone number and financial information.
1.2.13. “Intellectual Property” includes, but is not limited to the Layup’s payment technology, Trade Secrets, Know-How, copyrighted works (including rights in computer software), Trade Marks (whether registered or not), designs (whether registered or not), inventions (whether patented or not), patents, service marks, trade and business names, domain names, database rights, topography rights, all statutory registrations and applications there for and all improvements and developments and customisations of the foregoing as now existing or to be created in future that is disclosed to the Licensee in the scope of this Agreement. Intellectual Property shall expressly include the Payment Solution and all information of whatsoever nature relating thereto;
1.2.14. “Know-How” means all technical and commercial information pertaining to the use, exploitation and commercialisation of the Intellectual Property, whether confidential or not, including, but not limited to, all designs, systems, manufacturing models, drawings, specifications, formulations, processes, applications, data, and codified research, manufacturing procedures, technical specifications, methodologies, as well as all other forms of information pertaining thereto and all the Improvements thereto;
1.2.15. “Merchant Account” means an account created with Say Siyabonga by the Merchant for the purposes of offering the sale of vouchers related to its products and/or services, and/or its products and services to the Say Siyabonga User.
1.2.16. “Order” means a transaction with a Say Siyabonga Merchant for the purchase of goods or services.
1.2.17. “Payment Schedule” means the dates and times set out for repayment in the instalment plan.
1.2.18. “Policy” or “Policies” means any Policy or other agreement between you and Say Siyabonga that you entered into on the Say Siyabonga website or in connection with your use of the Say Siyabonga Services.
1.2.19. “Say Siyabonga” means Say Siyabonga (Proprietary) Limited, registration number 2020/179216/07, a private company duly registered and incorporated in terms of the company laws of the Republic of South Africa with its registered address at 8 The Refinery, 17 Owl Street, Johannesburg, Gauteng. Any reference to Say Siyabonga shall include its subsidiaries and Affiliates related through common ownership or control or an agent acting on their behalf.
1.2.20. “Say Siyabonga Account” means an account that is created by you on the Say Siyabonga website or Application and services through Say Siyabonga partners.
1.2.21. “Say Siyabonga Merchant” means a person or business entity who is using Say Siyabonga Services to process payments for products or services purchased by Users. Reference to “Merchant” shall bear the same meaning.
1.2.22. “Say Siyabonga Services” means all our products and services and any other features, technologies and/or functionalities offered by us on our website or through any other means. Reference to “Services” shall have the same meaning.
1.2.23. “Say Siyabonga User” means a person or entity who uses Say Siyabonga Services to purchase vouchers related to the provision of products or services and/or products and services from Merchants. Reference to “User” shall have the same meaning.
1.2.24. “Third Party” means any person or entity which is not a Party to this Agreement;
1.2.25. “Total Payments” means all the funds required to pay off an instalment purchase, including all failed or additional fees.
1.2.26. “Trade Marks” mean the trademarks, which are being used in association with the business of the Licensor as on the Effective Date, from time to time and which may be supplemented from time to time;
1.2.27. “Trade Secrets” mean inter alia, any information of The Licensor (including but not limited to technical or non-technical data, formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans or a list of actual or potential client/s) which derive economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means, by other persons who can obtain economic value from its disclosure or use;
1.2.28. “User Account” means an account created with Say Siyabonga by the Say Siyabonga User for the purposes of using Say Siyabonga as a payment option or using any other Say Siyabonga Services; and
1.2.29. “Store Directory” means the website page present on www.saysiyabonga.co.za/shop/ where Say Siyabonga advertises participating Merchants to Say Siyabonga Users.
1.3. RULES OF INTERPRETATION:
1.3.1. Any reference to any statute, regulation or other legislation shall be a reference to that statute, regulation or other legislation as at the Signature Date, and as amended or substituted from time to time.
1.3.2. If any provision in a definition is a substantive provision conferring a right or imposing an obligation on either Party then, notwithstanding that it is only in a definition, effect shall be given to that provision as if it were a substantive provision in the body of this Agreement.
1.3.3. Where any term is defined within a particular clause other than this clause 2, that term shall bear the meaning ascribed to it in that clause wherever it is used in this Agreement.
1.3.4. Where any number of days is to be calculated from a particular day, such number shall be calculated as excluding such particular day and commencing on the next day. If the last day of such number so calculated falls on a day which is not a Business Day, the last day shall be deemed to be the next succeeding day which is a Business Day.
1.3.5. Reference to days (other than a reference to Business Days), months or years shall refer to calendar days, months or years, as the case may be.
1.3.6. Any term which refers to a South African legal concept or process (for example, without limiting the foregoing, winding-up or curatorship) shall be deemed to include a reference to the equivalent or analogous concept or process in any other jurisdiction in which this Agreement may apply or to the laws of which a party may be or become subject.
1.3.7. Any word, term or expression defined in this Agreement shall bear the same meanings in any annexure hereto, unless it contains its own definition or the context indicates otherwise.
1.3.8. The use of the word “including”, “includes” or “include” 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).
1.3.9. The contra proferentem rule of interpretation shall not apply to this Agreement.