1. Introduction and definitions
2. Important provisions in these Terms
3. Your agreement to comply with these Terms
4. Intellectual Property Rights
5. Your use of the Website
6. Your submissions or communications
7. Exclusion of warranties and representations
8. Limitation of liability for use of the Website and the Website Content
9. References and links to and from other websites
10 Variation of certain deeming provisions in ECTA
11. Ending your use of this Website and the Website Content
12. Interpretation in line with the law
13. General provisions
- Introduction and definitions
- The provisions in these Website Terms and Conditions (the "Terms") apply to your use of the website accessible at www.pembani-remgro.com (the "Website").
- In these Terms, the following words have the following meaning:
- "CPA" means the Consumer Protection Act, No 68 of 2008;
- "ECTA" means the Electronic Communications and Transactions Act 25 of 2002;
- "We", "our", "us" and ("PRIM") means Pembani Remgro Infrastructure Managers Proprietary Limited (registration number: 2008/027531/07), a private company incorporated in accordance with the laws of South Africa and licensed as an authorised financial service provider, licence number 43799, under the Financial Advisory and Intermediary Services Act 37 of 2002, and conducting business from The Court House, 2 Saxon Road, Sandhurst, Sandton, 2196, South Africa.
- "Website Content" means information, content, products and services which are displayed on, available on or incorporated in the Website including (without limitation) any text, software, icons, graphics, images, photographs, illustrations, sound clips, video clips, trade names, logos, designs, trade marks and service marks;
- "You" and "your" means any person who makes use of the Website;
- Unless the context requires otherwise or it is expressly stated to the contrary, any words and phrases not defined in these Terms but defined in ECTA will bear the same meaning given to them in ECTA.
- Important provisions in these Terms
- Although all the provisions are important, some provisions in these Terms have important consequences for you. It is important that you read these provisions. There are some provisions that do one or more of the following:
- take away or lessen the legal responsibilities we have towards you, such as clauses: 7; 8; and 9.2;
- make you indemnify us or to take on risk or legal responsibility, such as clauses: 8 and 9.2; or
- make you to agree to a statement, such as clauses: 3 ; 5 ; 6 ; 7.1 to 7.7 ; 10 ; and 11.
- The different types of provisions listed in clause 2.1.1 and 2.1.2 ; above, mean that you will not be able to make claims against us and other parties for certain losses, liabilities or damages that you may suffer. They may also mean that you are required to safeguard us and take responsibility for us in our place against certain losses, liabilities or damages that we may suffer.
- Those provisions listed in clause 2.1.3 , contain statements you verify and confirm are true. Read them carefully to make sure that each statement is correct. You will not be able to say afterwards that the statements were incorrect. We may also have claims and rights against you because of these statements.
- Your agreement to comply with these Terms
- By using this Website, you agree that your use of the Website signifies your unconditional agreement to comply with all of the provisions contained in these Terms.
- We may amend these Terms at any time. The amended version of these Terms will be published on the Website. On the first occasion on which you use the Website after we amend these Terms, you will be notified that amendments to the Terms have been made and you will be required to agree to those amendments and any additional provisions. If you continue to use the Website thereafter, the amended Terms will immediately be treated as being effective and binding upon you.
- If you do not give your unconditional agreement to these Terms you must not use the Website, and where applicable, you must immediately delete all copies of the Website Content in your possession or under your control.
Note: This clause 3 has important consequences for you. Please see clause 2.
- Intellectual Property Rights
- The Website and the Website Content are protected by law. This incorporates all intellectual property rights in respect of the Website and the Website Content, including all rights, title and interest (statutory and common law) in copyright, designs, trade marks and inventions. Any unauthorised use of the Website and the Website Content and all intellectual property rights related thereto are prohibited.
- All intellectual property rights, including all rights, title and interest (statutory and common law) in copyright, of whatsoever nature existing now and in the future, remains the absolute property of PRIM or its licensors (as the case may be).
- You will not acquire any right, title or interest, including any intellectual property rights, in or to the Website or the Website Content other than those rights expressly granted to you in these Terms.
- Where any of the Website Content has been licensed to us or belongs to any third party, your rights of use will also be subject to any terms and conditions which that licensor or third party imposes from time to time and you agree to comply with such third party terms and conditions.
- Your use of the Website
- PRIM provides this Website for your information and your education. You may download or print the Website Content for your own non-commercial, educational, private or domestic use only, provided you do not delete or change any copyright, trademark, or other proprietary notices, or distort, mutilate or otherwise modify the Website Content in a manner that may be prejudicial to PRIM or in a manner that is not authorised by PRIM.
- You must not and must not allow a third party to:
- sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, report or otherwise use any of the Website Content in any way for any public or commercial purpose;
- use the Website to obtain or distribute copyrighted material or material protected by law without our written consent;
- use the Website to obtain or distribute material containing viruses or any other destructive materials or data or code which is able to corrupt, interfere with, jeopardise, disrupt, disable, harm or otherwise impede in any manner the operation of a computer system or hardware or software;
- use the Website for "spoofing", "hacking", "flaming", "cracking", "phishing" or "spamming" or any other activity designed or aimed at achieving purposes similar or the same as the aforementioned acts;
- frame, link to, modify, distribute, commercialise, exploit and/or alter the Website or the Website Content;
- incorporate any part of the Website Content in any other website, work or publication;
- perform any act which may not be considered fair use;
- perform any act which may jeopardise or interfere with the functionality or the operation of any part of the Website or the Website Content;
- intercept any information transmitted to or from us or the Website which is not intended by us to be received by you;
- decompile, disassemble or otherwise reverse engineer or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats, programming of the software forming part of the Website and/or the Website Content (the "Software") or any files contained in or generated by the Software by any means whatever;
- remove any product identification, copyright or other notices, from the Website Content or documentation;
- lend to a third party or use any portion of the Software (whether or not modified or incorporated with other software) on or with any machine or system other than your hardware; or
- disseminate performance information or analysis of the Software from any source relating to the Software.
- Should you wish to do any of the things mentioned in clause 5.2 above, our written approval is required and we are entitled, in our sole discretion, to withhold or grant consent and to impose any conditions on any consent which is granted by us. Requests for approval must be submitted to firstname.lastname@example.org.
- Any restrictions on the use of the Website or the Website Content shall also apply to any part of the Website or the Website Content which may be cached when using the Website or the Website Content.
- Subject to the further provisions of these Terms, the Website and the Website Content may only be used by you for lawful purposes and your use shall not extend to the use of the source code of the Website or the Website Content.
- Any unauthorised use of the Website or the Website Content by you may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.
Note: This clause 5 has important consequences for you. Please see clause 2.
- Your submissions or communications
- Any communication or material you transmit to the Website electronically or otherwise, including (but not limited to) any data, questions or answers, comments, suggestions, or the like, will be treated as non-confidential and non-proprietary by PRIM.
- By posting communications to the Website, you automatically grant PRIM a royalty-free, perpetual, irrevocable non-exclusive licence to use, reproduce, modify, publish, edit, translate, distribute, perform, and display such communication(s) alone, or as a part of other works in any form, media, or technology whether now known of hereafter developed and to sublicense such rights to anyone.
- Anything you transmit or post may be used by PRIM or licensed to others by PRIM for any purpose, including but not limited to reproduction, disclosure, transmission, publication, broadcast and posting, or developing, manufacturing and marketing products using such information.
Note: This clause 6 has important consequences for you. Please see clause 2.
- Exclusion of warranties and representations
The provisions of this clause 7 are expressly subject to clause 11.
- The information on this Website and the Website Content is intended for general information and education purposes. You acknowledge that the information on the Website and the Website Content is not intended to, and does not, constitute financial or other commercial advice of any nature whatsoever.
- You also acknowledge that the Website or the Website Content is not intended to and does not create an advisor – advisee relationship.
- None of the Website Content constitutes or forms part of an "offer" for the sale of or subscription for, or the solicitation of an offer to buy or subscribe for, securities, as defined in Chapter IV of the Companies Act 71 of 2008 (as amended) (the "Companies Act"). No "offer to the public" of securities in South Africa will be made in connection with the Website Content. Accordingly, the Website Content will not be distributed to any person in South Africa in any manner which could be construed as, or forming part of, an "offer to the public" in terms of Chapter IV of the Companies Act. The Website Content does not, nor is it intended to, constitute a "registered prospectus", as envisaged in the Companies Act.
- Although our intention with the Website Content is to reflect factual and objective information, the Website Content must not be construed as constituting any form of investment advice or recommendation, guidance or proposal of a financial nature or the rendering of any intermediary service as contemplated in the Financial Advisory and Intermediary Services Act 37 of 2002 and in respect of which a Financial Services Provider license is required.
- Any performance information contained in the Website Content has not been audited or verified by an independent party and should not be considered representative of the returns that may be received by an investor. Any prior investment results and returns ("Past Performance Information") contained in the Website Content are provided for illustrative purposes only and are not necessarily indicative of potential investment results.
- The Website Content may contain projections, forecasts, targeted returns, illustrative returns, estimates, beliefs and similar information ("Forward Looking Information"). Forward Looking Information is subject to inherent uncertainties and qualifications and is based on numerous assumptions, in each case whether or not identified herein. Forward Looking Information is provided for illustrative purposes only and is not intended to serve as, and must not be relied upon as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. There can be no assurance that any particular Forward Looking Information will be realised.
- The Website and the Website Content are provided "as is" and are subject to change without notice.
- We do not accept any responsibility for any errors or omissions on the Website or the Website Content. In addition, you acknowledge that the Website Content may not be accurate or complete.
- The Website and the Website Content are provided without any representation or warranty whatsoever, whether express, implied or statutory, including (without limitation) any representation or warranty as to the operation, integrity, compatibility, availability or functionality of the Website or as to the operation, accuracy, completeness, integrity, compatibility, availability functionality or reliability of the Website Content.
- We also do not represent or warrant that your use of the Website or the Website Content will not infringe rights of third parties. We make no representation that the Website or the Website Content is appropriate or available for use in every country of the world. You use this Website and the Website Content at your own risk and are responsible for compliance with applicable local laws, keeping in mind that access to the Website and the Website Content may not be legal by certain persons or in certain countries.
- We also make no warranty or representation, whether express or implied, that the Website Content is free of viruses, destructive materials or any other data or code which is able to harm or otherwise impede in any manner the operation of a computer system, computer network or your hardware or software and you accept all risks in this respect. If your use of this Website or the Website Content results in the need for servicing or replacing of property, material, equipment or data, we are not responsible for those costs.
- You may also not rely on any warranty or representation, which allegedly induced you to agree to these Terms, unless the representation or warranty is recorded in these Terms.
- The grant of any indulgence by us to you in respect of any matter connected to your use of the Website or the Website Content shall not constitute a waiver of any right by us or prevent or adversely affect the exercise by us of any existing or future right.
Note: This clause 7 has important consequences for you. Please see clause 2.
- Limitation of liability for use of the Website and the Website Content
The provisions of this clause 8 are expressly subject to clause 11.
- In this clause 8, any reference to "We", "our", "us" and "PRIM" will be deemed to also include our employees, officers, directors, representatives, agents, shareholders, affiliates, subsidiaries, holding companies, advisers, service providers, suppliers and content providers.
- Your use of the Website and the Website Content is entirely at your own risk.
- We shall not have any liability whatsoever in relation to the Website and the Website Content.
- You hereby indemnify us against any loss arising from the use of or in connection with the use or reliance on the Website or the Website Content whether direct or indirect.
- Your indemnity to us in terms of clause 8.4 includes, without limitation, any liability relating to any loss of use, interruption of business, lost profits or lost data, or incidental, special or consequential damages of any kind regardless of the form of action, whether in contract, delict (including negligence) or otherwise.
- The following events, amongst others, can cause the loss or damages referred to in clause 8.5:
- unavailability, interruption, downtime, malfunction, or failure of the Website or the Website Content;
- inadequacies; inaccuracies; lack of completeness; or errors in the Website Content, for any reason whatsoever or any actions or transactions resulting therefrom, even if we have been advised of the possibility of such loss.
- To the fullest extent allowed by law, if any of the limitations or exclusions of our liability in these Terms are held by any competent court, arbitrator or authority to be invalid or unenforceable, in no event will our total cumulative liability, to you, for all claims in the aggregate exceed R100.
Note: This clause 8 has important consequences for you. Please see clause 2.
- References and links to and from other websites
- This Website may contain reference or links to other websites, products, opinions or services operated or provided by parties other than PRIM. The inclusion of any references or links to such sites does not imply endorsement by PRIM of those websites, products, opinions or services.
- Subject to the provisions of the CPA and ECTA and to the fullest extent allowed by law, your use of those other websites, products, opinions or services operated or provided by third parties is entirely at your own risk. We shall not be responsible for any loss arising from or related to your reliance on, use or attempted use of those other websites, products, opinions, or services of third parties.
- You must not make (and must not permit any third party to make) any reference to us, the Website or the Website Content, whether by way of a link or otherwise, where the reference could, in any way, be interpreted as an endorsement, affiliation or recommendation by us in relation to you or a third party or of the services, products or opinions of a third party, without our written consent.
Note: Clause 9.2 above has important consequences for you. Please see clause 2.
- Variation of certain deeming provisions in ECTA
- By using the Website, you agree that these Terms create a binding agreement between us and you, even though these Terms are wholly or partly in the form of a data message.
- You agree specifically that:
- the agreement will be treated as if it was concluded at our physical address on the date on which you first made any use of the Website;
- an electronic signature is not required by you or us for purposes of agreeing to these Terms;
- your use of the Website and/or the Website Content is sufficient evidence of your agreement to these Terms;
- any data message sent by either you or us to the other will be deemed to have been sent from our physical address if neither your usual place of business nor residence is located within South Africa;
- subject to the further provisions of these Terms, any communication sent to you by an information system programmed to operate automatically on our behalf will be a data message attributable to, or authorised by us; and
- subject to the further provision of these Terms, a data message sent by you to us will only be treated as having been received by us when an acknowledgement of receipt is sent by us personally or a person who had authority to act on our behalf in respect of that data message.
Note: This clause 10 has important consequences for you. Please see clause 2.
- Ending your use of this Website and the Website Content
- If you violate any of the provisions contained under clauses 4 "Intellectual Property Rights" and/or 5 "Your use of the Website", your permission to use the Website and/or the Website Content will automatically terminate and you must immediately delete all copies of the Website Content in your possession or under your control.
- You agree that we may terminate your use of the Website and the Website Content if we reasonably believe that you have violated the provisions contained in these Terms, or violated the rights of PRIM or any third party or for any reason with or without notice to you.
- You agree that we may, in our sole discretion, at any time and for any reason, modify, suspend or terminate this Website or any of the Website Content or the right to use this Website or any of the Website Content, with or without notice to you. You agree that PRIM will not be liable to you or any third party as a result of such modification, suspension or termination.
- The termination of any agreement created by these Terms will be without prejudice to any other rights or remedies that you or we may be entitled to under the agreement or at law, and will not affect any of our or your accrued rights or liabilities nor the coming into or continuance in force of any provision of these Terms which is expressly or by implication intended to come into or continue in force on or after such termination.
- The provisions contained under clause 6 "Your Submissions or Communications"; clause 7 "Exclusion of warranties and representations"; clause 8 "Limitation of Liability for use of the Website and the Website Content", and clause 13 "General Provisions" will survive termination of these Terms.
Note: This clause 11 has important consequences for you. Please see clause 2.
- Interpretation in line with the law
- We do not intend to break any laws in these Terms or in making the Website available to you. These Terms must be interpreted so that they will not break the law and must be applied as far as the law allows.
- To the extent that these Terms may be governed by or subject to the CPA, no provision or part of a provision of these Terms is intended to contravene the applicable provisions of the CPA.
- All the provisions of these Terms will be deemed to be qualified to the extent required in order to ensure compliance with the applicable provisions of the CPA and these Terms must be interpreted and applied accordingly.
- No provision of these Terms:
- does or purports to limit or exempt us from any liability (including, for any loss directly or indirectly attributable to the gross negligence or wilful default by us or that of any other person acting for or controlled by us) to the extent that the law does not allow such a limitation or exemption;
- requires you to assume risk or liability, including for the kind of liability or loss referred to above, to the extent that the law does not allow such an assumption of risk or liability; or
- limits or excludes warranties or obligations which are implied in these Terms by the CPA (to the extent applicable) to the extent that the law does not allow them to be limited or excluded.
- Wherever these Terms require you to obtain our written consent or approval, or where these Terms entitle us to update or amend provisions or standards, we will always do this, acting reasonably.
- General provisions
- Our address for the service of any legal notice is The Court House, 2 Saxon Road, Sandhurst, Sandton, 2196, South Africa.
- Notices given to the above address shall be deemed to have been duly given on delivery.
- Disputes, claims and legal proceedings
- If we declare a dispute with you, or wish to institute any claim or legal proceedings against you arising out of or in connection with these Terms or your use of the Website or the Website Content, we reserve the right to deal with the matter in a forum of our choice as far as allowed by law, which will include but will not be limited to, the courts of South Africa. This right will continue to apply after termination, cancellation or amendment of these Terms.
- Notwithstanding anything to the contrary contained in these Terms, neither you nor we will be precluded from obtaining interim relief on an urgent basis from a court of competent jurisdiction pending the institution or resolution of a dispute or other legal proceedings.
Any costs, including legal costs on attorney and own client scale and value-added tax, incurred by us arising out of your use of the Website and/or the Website Content, or a breach of these Terms, will be borne by you.
You are not allowed to cede, assign or transfer any of your rights and obligations in these Terms without our written consent. We are entitled to cede, assign or transfer any of our rights and obligations in these Terms without your consent and without notice to you.
- These Terms will be interpreted and implemented in accordance with the laws of South Africa and you agree to the jurisdiction of the courts of South Africa.
- A copy of the CPA can be viewed and downloaded at: www.thenct.org.za/NCTDocs/founding-legislation/f8d6f6aa-994d-4305-b3d0-ea056416bbd0.pdf
- A copy of ECTA can be viewed and downloaded at: www.polity.org.za/article/electronic-communications-and-transactions-act-no-25-of-2002-2002-01-01,
- It is your responsibility to ensure that the copies downloaded or viewed are the most recent versions of the CPA and ECTA.
- In the event that any part of these Terms is found to be invalid, unlawful or unenforceable, such provisions will be severable from the remaining provisions, which will continue to be valid and enforceable.
- No relaxation or indulgence which we may grant to you will be deemed to be a waiver of any of our rights in these Terms or in law.