Terms and Conditions of Use & Service Agreement
PBSA Revision 2 – Updated (YYYY)2021-(MM)07-(DD)12
Website Terms and Conditions of Use & Service Agreement
- LEGAL NOTICE AND USE OF WEBSITE
1.1 Please read the following terms and conditions and the website privacy notice carefully before using any PBSA services, software or this website.
1.2 This will constitute a legally binding agreement between YOU and PBSA establishing the terms and conditions under which this website or any PBSA service may be used.
1.3 YOU agree to access and use this website entirely at YOUR own risk.
1.4 These Website and Services Terms and Conditions (“Terms”) govern access to and use of the PBSA web sites and services by site visitors and by individuals or entities who purchase services or create an account and their Authorized Users By using the Site or any PBSA Services, you as a Site Visitor or Customer accept these Terms (whether on behalf of yourself or a legal entity you represent).
1.5 If you are a Customer and you or your organization are bound by a Master Services Agreement with PBSA, then these Terms will apply, if at all, only to use of the Site or any PBSA Services to the extent such use is not already governed by such a Master Services Agreement.
1.6 BY ACCESSING, USING, OR DOWNLOADING ANY MATERIALS FROM THE SITE, YOU AGREE TO FOLLOW AND BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED AND MUST CEASE USING THE SITE IMMEDIATELY.
- INTRODUCTION AND BACKGROUND
2.1 PBSA provides software, hardware and services that integrate physical and digital communications channels.
2.2 Certain PBSA services provides access to information provided by third party service providers via an API.
2.3 In that case, PBSA does not provide the information. it merely provides access to the information.
2.4 In providing access to the information from third party service providers, PBSA does create its own copyright in the compilation of the information presented to you and is a responsible party and a processor of personal information as envisaged by South Africa’s protection of personal information legislation.
- INTERPRETATION AND DEFINITIONS
3.1 The headings to the clauses of this agreement are for reference purposes only.
3.2 Unless the context requires otherwise, the words and expressions will be interpreted as set out below and related words and expressions will be interpreted with corresponding meanings:
3.2.1 “afsa” means the arbitration foundation of southern africa;
3.2.2 “acceptance date” means the date on which you visit the PBSA websites and agree to these terms and conditions of use and service either by clicking on "i acknowledge that i have read and understand the terms and conditions of this website" or, by continuing to browse the websites;
3.2.3 “access” means a connection provided by PBSA to the third party systems via an api to facilitate the provision of the PBSA services;
3.2.4 “agreement” means this website terms and conditions of use and service agreement;
3.2.5 “api” means application programming interface that enables software components to communicate with each other.
3.2.6 “batch” information means information provided in bulk format;
3.2.7 “cpa” means the consumer protection act, 68 of 2008;
3.2.8 “cpa regulations” means the regulations made under section 120(1) of the cpa, vol. 550 no 34180;
3.2.9 “consent” means any voluntary, specific and informed expression of will in terms of which permission is given for the processing of personal information and credit related information;
3.2.10 “consumer” in relation to any PBSA service means individual natural persons (human beings) or juristic persons with an asset value or annual turnover, at the time of the transaction under two million (r2m) South African rand (the current threshold).
3.2.11 "data message" means information in an electronic format generated, sent, received or stored by electronic means and electronic communications and transactions;
3.2.12 “digital services” means any service offered by, but not limited to, pbVerify and/or SigniFlow
3.2.13 “direct marketing” means an approach to a person by electronic communication for the purpose of promoting or offering in the ordinary course of business to supply goods or services;
3.2.14 “do not contact” or “dnc registry” means the registry contemplated in section 11 of cpa and section 4 of the cpa regulations;
3.2.15 “ect” means the electronic communications and transactions act 25, of 2002;
3.2.16 “ect required information” means the information required to be made available in terms of section 43 of ect;
3.2.17 “electronic communication” means a data message via electronic transmission including via websites, wap sites, email and similar technology;
3.2.18 “electronic transaction” means business of either a commercial or non-commercial nature and includes the provision of information and the PBSA services;
3.2.19 “gsm” means the global system for mobile communications;
3.2.20 “information” means facts or details about something or somebody, and includes the facts and details on, personal information, credit, trace and deeds searches for persons (natural and juristic), third party service providers and the legal notices published on the PBSA websites. “data” shall have the same meaning as information;
3.2.21 “intellectual property” means the rights to copyright in any work in terms of the copyright act, 98 of 1978, to trade mark in terms of the trade marks act, 194 of 1993, to design in terms of the design act 195 of 1993, to patents in terms of the patents act, 57 of 1978, including any applications for any of these and any names, licenses, know-how, trade secrets and data associated with these and, rights to domain names;
3.2.23 “nca” means the national credit act, 34 of 2005;
3.2.24 “non-consumer” means juristic persons (bodies corporate, partnerships, associations or trusts) with an asset value or annual turnover at the time of the transaction equal to or more than two million (r2m) South African rand (the current threshold).
3.2.25 “parties” means PBSA (Pty) Ltd and you and “party” means either one of these as the context requires;
3.2.26 “person” means a natural or juristic person;
3.2.27 “personal information” means information relating to an identifiable, living, natural person, and where applicable, an identifiable, existing juristic person, including, but not limited to race, gender, sex, marital status, age, financial, criminal or employment history of the person, identifying number, symbol, email address, physical address, telephone number, location information, online identifier, biometric information of the person; and the name of the person if it appears with other personal information relating to the person or if the disclosure of the name itself would reveal information about the person;
3.2.28 "processing" means any operation or activity or any set of operations, whether or not by automatic means, concerning personal information, including but not limited to collection, receipt, recording, organisation, collation, storage, updating or modification, retrieval, alteration, consultation or use, dissemination, merging, linking, and restriction, degradation, erasure or destruction of information;
3.2.29 “record” means information required to be retained in compliance with South African law, PBSA business or information that may be required as evidence;
3.2.30 “service” means the things defined in cpa and includes but is not limited to the provision of access to, or right of access to information and/or communication infrastructure, and includes the PBSA service;
3.2.31 “PBSA” means the party mentioned in clause 1.1 above and any company owned or controlled by PBSA;
3.2.32 "PBSA business affiliate” means any natural or juristic person that is connected with PBSA and which includes but is not limited to an association, partnership or other commercial relationship that exists or may exist between PBSA and third parties but excludes PBSA ownership or control;
3.2.33 “PBSA business names” means but are not limited to, brand and trade names, logos and pay-off lines and include but are not limited to “pbverify”, "mypbverify", “pbsecure, “SigniFlow”
3.2.34 “third party service providers” means but is not limited to the companies and intellectual property commission of South Africa, the South African revenue services, the South African department of home affairs, the South African deeds office and several of South Africa’s largest credit bureaus;
3.2.35 “uncontrollable event” means fire, flood, earthquake, acts of nature or of god, riots, civil disorder, rebellions or revolutions in any country or any other cause beyond the control of PBSA including the disruption, suspension or termination of services provided by a third party to PBSA that may result in the PBSA websites and/or service not being available;
3.2.36 “user” means a person who has agreed to these terms and conditions of use, applied for and been granted access to the PBSA service and whom if a consumer, is over eighteen (18) years of age;
3.2.37 “visitor” means a person accessing, viewing or browsing the PBSA websites;
3.2.38 “writing” means a written document executed by hand on paper and that excludes either wholly or partly any part of a data message as defined in ECT; and
3.2.39 “you” means visitor or user and the party mentioned in 1.2 above.
3.3 any reference in this agreement to:
3.3.1 a “clause” will, subject to any contradiction, be interpreted to mean a clause in this agreement; and
3.3.2 a “law” will be interpreted to include the common law, statute law, the 1996 Constitution of South Africa, decrees, judgements, treaties, regulations, directives, by-laws, orders or any other legislative measure.
3.4 unless inconsistent with the context, an expression which denotes:
3.4.1 any one gender includes the other genders; and
3.4.2 the singular includes the plural and vice versa.
3.5 any reference to an enactment in this agreement is to that enactment as at the acceptance date and as amended or re-enacted from time to time.
3.6 the rule of construction that, in the event of ambiguity, the agreement shall be interpreted against the party responsible for the drafting or preparation of the agreement, shall not apply.
- LIMITATION OF LIABILITY
4.1 PBSA will exercise reasonable skill, diligence and care as may reasonably be expected from a similar Website provider to ensure the accuracy of information and the availability of the website, but makes no representations, warranties or guarantees. As such, the website is provided on an “as is” and “as available” basis.
4.2 YOU agree to use the Services at YOUR sole risk and PBSA shall not have any liability to YOU for content that may be found to be offensive, indecent, or objectionable uploaded or sent via the Product or Licenced Application. PBSA is not liable or responsible to YOU for the accuracy or completeness of any content processed or available through the PBSA system.
4.3 PBSA shall not be held responsible for any acts of God (force majeure) which include but are not limited to any Uncontrollable Event and/or Act or any government act or omission, act or default of any supplier, agent or sub-contractor, industrial disputes of any kind or any other cause.
4.4 PBSA provides no guarantee for nor warrants the constant and uninterrupted availability of its Website, Service and / or technical systems.
4.5 In providing access to the information from third party service providers, PBSA creates its own copyright in the compilation of the information presented to YOU and is a responsible party and a processor of personal information as envisaged by relevant Personal Data Protection legislation and regulations applicable.
- COMMENCEMENT, AVAILABILITY AND TERMINATION
5.1 This Agreement will commence on the date on which You visit the PBSA and/or PBSA Websites and agree to these Terms and Conditions of Use and Service either by clicking on "I acknowledge that I have read and understand the terms and conditions of this website" or, by continuing to browse the Websites and continue indefinitely until amended or terminated by PBSA or, YOU stop using the Service.
5.2 PBSA RESERVES THE RIGHT TO CORRECT, AMEND OR REVISE THIS AGREEMENT TOGETHER WITH SERVICE OFFERING, AS AND WHEN NECESSARY IN THE SOLE AND ABSOLUTE DISCRETION OF PBSA.
5.3 When an amendment is made, PBSA will place a prominent notice on the PBSA websites bringing the amendment to YOUR attention. Where material amendments affect YOU, PBSA will give YOU 14 days prior notice to the changes taking effect. It is YOUR responsibility to ensure that YOU are aware of and understand all the prevailing terms and conditions.
5.4 The applicable version of this Agreement at the time when YOU visit the Website and/or use the Service will be the applicable Agreement between PBSA and YOU.
- COOLING-OFF RIGHTS
6.1 You have no cooling off rights in terms of ECT.
6.2 You may have rights under the CPA, depending upon your status as a consumer. if you are uncertain as to your rights, please contact us via the process outlined in section 21 below and PBSA will assess each enquiry on a case-by-case basis.
- SERVICE SUSPENSION
7.1. In the event that the terms and conditions as agreed to or the payment terms are not met, PBSA will be allowed to suspend the services provided.
7.2. This will entail that 5 days’ written notice will be given where after all services provided will be disconnected.
7.3. In order for the services to be continued all outstanding fees will need to be paid in full
7.4. For all Digital Services a reconnection fee of R1500 (or the equivalent in the relevant foreign exchange rate) will also be applicable if services were suspended due to non-payment.
7.5. Such reconnection fee must be paid along with the outstanding amount before services will be reconnected and continued.
- SECURITY AND ACCEPTABLE USE OF THE WEBSITE
8.1 YOU should be aware that even though PBSA employs technologies and payment systems that are sufficiently secure with reference to international standards, SSL and GSM are inherently insecure. YOU, as the user, are required to actively protect your own security, that of the PBSA service and the information.
8.2 YOU hereby agree to generally acceptable Website and Electronic Communications etiquette. In this regard YOU will be deemed to have read the PBSA Email Legal Notice and other Legal Notices published on the PBSA Websites and incorporated into this Agreement by reference.
8.3 YOU hereby agree to further acquaint YOURSELF with the risks associated with the use of the Internet and information technologies and to abide by generally acceptable security standards. PBSA will take all reasonable precautions as required from a service provider of online services, but YOU, AS THE USER, NEED TO BE AWARE THAT THE SECURITY OF YOUR COMMUNICATIONS CANNOT BE GUARANTEED.
8.4 PBSA is committed to complying with legislation and ensuring the availability of the PBSA Websites and Service to the public at large. The acceptable use provisions of this Agreement seek to support these objectives. As such, YOU AGREE NOT TO USE THE WEBSITE OR SERVICE IN A MANNER THAT:
8.4.1 Is unlawful, incites criminal acts, is harmful or interferes with the confidentiality, integrity and availability of PBSA systems and networks or those of Third Party Service Providers;
8.4.2 Interferes with the use or enjoyment of other Persons Access to or use of the Website or Service;
8.4.3 Infringes Intellectual Property rights;
8.4.4 Results in the publication of threatening or offensive material that is disrespectful of the rights of others;
8.4.5 Results in unsolicited communications (spam);
8.4.6 Introduces unwanted scripts, bots, back-doors or any kind of security risk;
8.4.7 Leads to a compromise of YOUR access credentials (user name or password);
8.4.8 Constitutes any form of social engineering;
8.4.9 Breaches confidentiality; or
8.4.10 Is a violation of privacy.
8.5 YOU are responsible for keeping YOUR own password secure and not sharing it with others. PBSA will not be held liable or responsible if YOUR password is compromised.
8.6 YOU REMAIN PERSONALLY LIABLE FOR THE CONSEQUENCES OF CONTRAVENTION OF THESE SECURITY PROVISIONS AND / OR FAILURE TO COMPLY WITH LAW, MOST SPECIFICALLY, THOSE THAT REGULATE ELECTRONIC COMMUNICATIONS.
8.7 PBSA reserves the right to restrict or to refuse Access to Persons whose behaviour repeatedly disrupts the PBSA Service, who act unlawfully, in contravention this Agreement or who fail to meet reasonable security standards appropriate to the circumstances.
8.8 IF YOU ARE FOUND TO HAVE CONTRAVENED THE SECURITY AND ACCEPTABLE USE PROVISIONS OF THIS AGREEMENT PBSA MAY DISABLE, BLOCK OR TERMINATE YOUR ACCESS TO THE SERVICE AT ANY TIME WITHOUT HAVING TO GIVE REASONS OR EXPLANATIONS FOR DOING SO.
8.9 Should YOU become aware of any unacceptable use of the PBSA Websites or Service, please contact support@PBSA.com
8.10 IT IS YOUR RESPONSIBILITY TO ENSURE THAT YOU PROPERLY UNDERSTAND THIS AGREEMENT AND THE LEGAL NOTICES.
- INTELLECTUAL PROPERTY
9.1 The PBSA Websites, Service and the Information provided to YOU, comprise Intellectual Property protected under all relevant and appliable international laws and treaties. Unless otherwise indicated, PBSA reserves all rights in and to the Intellectual Property owned by or licensed to PBSA and all its affiliates.
9.2 YOU may NOT remove any copyright, trade mark or other intellectual property notice from the website. Subject to the limited license granted to YOU by PBSA, YOU may not in any form or by any means, without the prior written consent of PBSA:
9.2.1 Commercially exploit reproduce, distribute, display, transmit, publish or broadcast any Website content or Information;
9.2.2 Claim ownership of all or any part of the Website content or Information;
9.2.3 Modify or repost the Website content or Information;
9.2.4 Create a link to http://PBSA.co.za, http://www.PBSA.co.za or the PBSA Blog from another Website; or
9.2.5 Copy, incorporate, store, frame or embed all or any part of the PBSA Websites content on another website or retrieval system.
9.3 PBSA Business Names and Marks referenced on the PBSA Websites are the registered or unregistered Intellectual Property of PBSA. Any unauthorised use of these assets is strictly forbidden.
9.4 Third party Intellectual Property assets, including but not limited to patents, designs, names, goods and services referenced on the PBSA Websites are the Intellectual Property of various third parties. Any unauthorised use of these assets is strictly forbidden.
- MONITORING, INTERCEPTION AND ACCESS TO INFORMATION
10.1 To comply with law and in line with international standards and best practice relating to the use of information technology in its business, PBSA monitors and intercepts live communications such as Website activity, email and Electronic Communications in compliance with the relevant international regulation of Interception of Communications.
10.2 Subject to the provisions of the relevant regulations, YOU agree to monitoring, interception and access to information relating to the use of the PBSA Websites, Blog Sites and related Electronic Communications.
10.3 Should YOU require a record relating to YOURSELF, please send an email to support@PBSA.co.za.
- GOVERNING LAW
11.1 This Agreement shall be governed by and interpreted in accordance with the laws of the Republic of South Africa and the language in which all terms are written as well as how communication and notices will be sent is in English.
11.2 Neither PBSA not its personnel, consultants, advisors, partners and/or affiliates shall be liable for losses or claims arising from your inability to understand English.
12.1 YOU agree that PBSA may from time to time send YOU communications regarding, but not limited to the PBSA Service.
12.2 YOU will always have the choice to Inform PBSA that YOU do not wish to continue receiving communications or Opt-out of receiving communications by using the functionality provided.
- ALTERNATIVE DISPUTE RESOLUTION
13.1 Without restriction on any of your rights to approach a competent court or forum of your choice, Any and all disputes, controversy, or claims related to or arising in connection with this Agreement shall first be referred to the Chief Information Officers of each of the parties for an informal resolution;
13.2 If this informal resolution does not resolve the dispute within 30 days, the parties hereto agree to submit the dispute to binding arbitration in accordance with the Rules of the Arbitration Foundation of Southern Africa then in effect. This provision shall not limit either party’s right for interim judicial relief ;
- Any such arbitration shall proceed in accordance with the laws of the Republic of South Africa and the venue of any such arbitration shall be held in Johannesburg, South Africa. Within 10 calendar days after the arbitration demand is served upon a party, the parties must jointly select an arbitrator with at least five years’ experience in that capacity;
- If the parties do not agree on an arbitrator within 10 calendar days, a party may petition the Arbitration Foundation of Southern Africa in order to appoint an arbitrator. The decision of the arbitrator shall be final, and binding and no party shall have rights of appeal;
- Each party shall bear its own costs and fees in connection with the arbitration, however, the arbitrator shall have the power to order one party to contribute to the reasonable costs and expenses of the other party, or to pay all or any portion of the costs of the arbitration;
- Nothing in this clause will preclude any party from seeking urgent interim relief from any court of competent jurisdiction;
- Notwithstanding any reference to mediation, arbitration and/or court proceedings herein, the parties shall continue to perform their respective obligation under the contract, unless they agree otherwise in writing.
- PRICING TERMS
14.1 Pricing is subject to the region wherein the Customer resides and where the product will be applied. Such Pricing can be found as per the different PBSA Regions ,as found on the website, or Customers should contact PBSA directly in this regard.
14.2 Customers outside of South Africa are subject to a different pricing model proposal and should contact PBSA directly in that regard.
14.3 Pricing may be escalated on an annual basis at the sole discretion of PBSA.
- PAYMENT TERMS
15.1 When applicable, all orders shall comply with and be processed in accordance with the following terms and procedures as well as the conditions set out in the Credit Application should it be applicable.
15.2 PBSA will issue a quotation.
15.3 The Customer will accept the quotation, which quotation will be valid for the period stated on the quotation, by means of signature and/or.
15.4 The Customer shall issue a purchase order for any Products or Software to PBSA in writing. As a minimum, such purchase orders shall include the following information and shall not include any other terms or conditions and if they do, such terms and conditions shall be invalid and of no force or effect:
15.5 Description of the Product or Software required;
15.6 Quantity of users for each type of Product or Software required
15.7 Unit price/license fee for each Product or Software and
15.8 Any additional required services (if any).
15.9 All orders and quotations shall be irrevocable and shall become binding and non-cancellable when PBSA accepts same in writing.
15.10 PBSA will not be liable or under any obligation to deliver any products, services or software if an order, as stipulated above, was not received.
15.11 PBSA will invoice the Customer. Such Invoice will be payable within 30 days, from date of invoice or as per the credit agreement if applicable.
16.1 TO THE FULLEST EXTENT PERMISSIBLE IN LAW, YOU HEREBY UNCONDITIONALLY AND UNRESERVEDLY INDEMNIFY AND HOLD PBSA AND ITS AFFILIATES, PUBLIC OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS, LICENSORS AND SERVICE PROVIDERS, HARMLESS AGAINST ALL LOSS, DAMAGES, CLAIMS, LIABILITY AND / OR COSTS, OF WHATSOEVER NATURE, HOWSOEVER AND WHENSOEVER ARISING, AS A RESULT OF AND WITHOUT LIMITATION, THE FOLLOWING:
16.1.1 Visiting or using the website and/or PBSA service and electronic communications;
16.1.2 Downloading search content, information and shared documents;
16.1.3 Reliance on the website, search content and/or information;
16.1.4 Links to other PBSA or third party websites or external links;
16.1.5 Hardware, software, system or network malfunction; or
16.1.6 Any other cause whatsoever arising from or relating to visiting or using the PBSA websites and/or PBSA service.
17.1 This Agreement constitutes the entire agreement between PBSA and YOU in regard to the subject matter thereof and no addition to, variation, modification or consensual cancellation of this Agreement shall be of any force or effect unless recorded in writing and signed by or on behalf of the duly authorised representatives of the Parties.
17.2 Should any clause or term of this Agreement be invalid, unenforceable or illegal, the remaining terms and provisions of the Agreement shall be deemed to be severable therefrom and shall continue in full force and effect unless such invalidity, enforceability or illegality goes to the root of this Agreement.
YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE PBSA WEBSITES AND SERVICE ARE AT YOUR SOLE DISCRETION AND RISK. PBSA SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGES SUFFERED BY YOU, WHETHER ARISING FROM A VISIT TO THE WEBSITE, THIS AGREEMENT, THE PBSA SERVICES OR OTHERWISE.
- COMPLAINTS OR ENQUIRIES
18.1 YOU AGREE TO SUBMIT ALL COMPLAINTS RELATING TO THIS AGREEMENT TO PBSA FIRST, IN ORDER TO AFFORD US AN OPPORTUNITY TO RESOLVE THE COMPLAINT BEFORE YOU PROCEED TO ANY RELEVANT AUTHORITY.
18.2 In this regard, please direct all complaints to support@PBSA.com
18.3 All enquiries must be made by contacting our call centre on +27 (0) 11 516 9400, or by email to support@PBSA.com
18.4 Depending on the nature of the enquiry PBSA will endeavour to deal with enquiries within forty-eight (48) hours of receiving them. PBSA does not, however, warrant that enquiries will be responded to within this time-frame.
- LINKS TO EXTERNAL THIRD PARTY WEBSITES
19.1 Wherever this website provides links to external third party websites, it is done so for YOUR use and convenience and does not constitute an endorsement, recommendation or certification by PBSA of the external link.
19.2 The presence of links should not in any way be construed as a suggestion that the external link has a relationship with PBSA.
19.3 Certain Services may display, include or make available content, data, information, applications or materials from third parties ("Third Party Materials") or provide links to certain Third Party websites. By using the Services, YOU acknowledge and agree that PBSA is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or websites.
19.4 PBSA does not warrant or endorse and does not assume and will not have any liability or responsibility to YOU or any other person for any third-party Services, Third Party Materials or websites, or for any other materials, products, or services of third parties to the maximum extent permitted by law.
- ECT REQUIRED INFORMATION (SOUTH AFRICA)
PBSA (Pty) Limited
Privately held company
Physical address and the address for receipt of legal service of documents
Unit 78, Kyalami Crescent,
Unit 78, Kyalami Crescent,
+27 (0)11 516 9400 (switchboard)
Company registration number
VAT registration number
Place of registration
Directors and office bearers
M Springer (CEO and Chairman)
E Smit (CTO)
S du Toit (COO)
Manner of payment
Electronic Funds Transfer, Credit card, Debit Card and 30Day Account
Terms of agreement and URL to access terms