App Terms
App Terms & Privacy
Chirp is powered by Chirp Insights (PTY) Ltd
Chirp INSIGHTS PROPRIETARY LIMITED AGREEMENT
1 IMPORTANT – READ THIS CAREFULLY
1.1 You must please read this Agreement. The terms and conditions of this Agreement are important and are the basis upon which You and Chirp and the Providers will do business with each other.
1.2 While reading the Agreement, You will see that certain selected terms and conditions are in capital letters. These are important but please remember that all the other terms and conditions are also important and must be read as well.
1.3 To print/save a copy of this Agreement, use the pdf viewer that is used to open this document. To print/save a copy of any other terms and conditions referred to in this Agreement, use the links as indicated, where you will be given an opportunity to print/save them.
2 DEFINITIONS
In this Agreement, unless a contrary intention clearly appears, the following terms (including their capitalized equivalents when used in clauses that contain capital letters) will bear the meanings assigned to them and similar expressions will have corresponding meanings –
2.1 “Agreement” means this agreement with its terms and conditions together with any other terms and conditions referenced by this agreement, including as any of them might be amended from time to time;
2.2 “App” means the Chirp smartphone software application, ‘Chirp’, which enables the processing of App Transactions; and any update, upgrade and new version which Chirp might make available to Chirp’s smartphone software application, from time to time;
2.3 “App Transaction” means a transaction processed on the App being: (i) a mobile wallet payment made to You in return for successful completion of tasks, (ii) redemption of an electronic coupon/voucher, (iii) balance enquiries, (iv) administrative functions, (v) searches for location-based tasks to participate in, (vi) submission of applications to participate in location-based tasks, (vii) promotion information, (viii) competition entries, (ix) electronic receipting, or (x) registration with Providers;
2.4 “Business Day” means any day other than a Saturday, Sunday or public holiday as gazetted by the government of the Republic of South Africa from time to time;
2.5 “Chirp” means Chirp Insights Proprietary Limited, a company duly registered and incorporated with limited liability under the company laws of the Republic of South Africa under registration number 2012/184965/07 and having its principal place of business at Second Floor Block 2, Northgate Park, Section Road, Brooklyn, 7405, Western Cape, Republic of South Africa;
2.6 “Computer Devices” means computer equipment including desktops, notebooks, storage devices, tablets, mobile devices and wearable devices;
2.7 “CPA” means the Consumer Protection Act, 2008;
2.8 “ECTA” means the Electronic Communications and Transactions Act, 2002;
2.9 “Force Majeure” means, without limitation as to nature or kind, any one or more or any combination of the following –
2.9.1 any power, force or agency which cannot be resisted or controlled by the ordinary person;
2.9.2 any greater or superior or irresistible force;
2.9.3 anything exceptional, extraordinary or unforeseen, which human foresight cannot be expected to anticipate;
2.9.4 acts or omissions of any government, government agency, provincial or local authority or similar authority, any laws or regulations having the force of law, civil strife, riots, insurrection, sabotage, acts of war or public enemy, illegal strikes, interruption of transport, lockouts, interruption of essential services from public utilities (including electricity, water and sewerage), combination of workmen, prohibition of exports, rationing of supplies, flood, storm, fire or any other circumstances beyond the reasonable control of a party;
2.9.5 inability on the part of Chirp, as a result of anything of the nature contemplated in this clause 2.8, to obtain goods and/or services from its supplier or contemplated supplier (including any telecommunications supplier, bank or Provider);
2.10 “Licence” means the grant of a licence giving You certain rights to use the App (see, in particular, clauses 4.2 and 6 for the associated licence terms);
2.11 “Provider” means each retailer, bank, financial services provider or utility provider linked to the App by Chirp and with whom You will be able to perform App Transactions through the App;
2.12 “Registered User” means a person who has downloaded the App and applied to become, and who has subsequently been accepted as, a registered user of the App;
2.13 “You” means any Registered User.
3.1 NO PROVISION IN THIS AGREEMENT WILL BE INTERPRETED OR CONSTRUED TO –
3.1.1 LIMIT OR EXEMPT CHIRP FROM LIABILITY TO YOU FOR ANY LOSS DIRECTLY OR INDIRECTLY ATTRIBUTABLE TO THE GROSS NEGLIGENCE OF CHIRP, OR, TO CONSTITUTE AN ASSUMPTION BY YOU OF ANY SUCH RISK OR LOSS;
3.1.2 EXCLUDE, WAIVE OR DEPRIVE YOU OF ANY OF THOSE OF YOUR RIGHTS IN TERMS OF THE CPA OR ECTA OTHER THAN AS PERMITTED IN TERMS OF THOSE ACTS;
3.1.3 AVOID ANY COMPULSORY OBLIGATION OR DUTY IMPOSED BY THE CPA OR ECTA UPON CHIRP AS A SUPPLIER.
3.2 Clause headings in this Agreement are for the purpose of convenience and reference only and capitalisation of terms and conditions in this Agreement are for the purpose of drawing attention to them only, and neither of these will be used in the interpretation of nor modify nor amplify its terms nor any of its clauses.
3.3 In this Agreement unless a contrary intention clearly appears, words importing: any one gender include the other two; the singular include the plural (and the converse will apply); natural persons include legal entities (corporate or unincorporated) and the state (and the converse will apply).
3.4 Any reference to an enactment in this Agreement is to that enactment as amended or re-enacted from time to time.
3.5 Any substantive provision in any definition in this Agreement which confers rights or imposes obligations on a Party will, notwithstanding that it is only in a definition, be given effect to as if it were a substantive provision in the body of this Agreement.
3.6 When a number of days is prescribed in this Agreement, they will be counted exclusively of the first and inclusively of the last day unless the last day falls on a Saturday, Sunday or public holiday, in which case the last day will be the next succeeding Business Day.
3.7 Defined expressions in this Agreement will bear the same meanings in schedules to this Agreement which do not themselves contain their own definitions.
3.8 Reference to days, months or years in this Agreement will be construed as Gregorian calendar (the internationally accepted civil calendar) days, months or years.
3.9 The use in this Agreement of any expression covering a process available under South African law such as a winding-up (without limitation as to the nature or kind of process) will, if any Party to this Agreement is subject to the law of another jurisdiction, be construed as including equivalent or similar proceedings under that law.
3.10 Any term defined within the context of any particular clause in this Agreement will, unless otherwise determined by the context, bear the meaning ascribed to it for all purposes in terms of this Agreement, notwithstanding that such term is not defined in the definition clause.
3.11 Expiration or termination of this Agreement will not affect such of its provisions as expressly provide that they will continue to operate thereafter or which of necessity must continue to have effect thereafter notwithstanding that the clauses themselves do not expressly provide for this.
3.12 In this Agreement the rule of construction that a contract will be interpreted against the party responsible for the drafting or preparation of the contract, will not apply.
3.13 Any reference in this Agreement to a Party will, if such Party is liquidated or sequestrated, be applicable also to and binding upon that Party’s liquidator or trustee, as the case may be.
3.14 In this Agreement the words “include”, “including” and “in particular” will be construed as being by way of example or emphasis only and will not be construed nor will they take effect as limiting the generality of any preceding words.
3.15 In this Agreement the words “other” and “otherwise” will not be construed as being limited to the nature or kind of any prior words where a wider construction is possible.
4 LEGAL CAPACITY AND THIS AGREEMENT
4.1 APPLYING TO BECOME A REGISTERED USER OF THE APP AND ACQUIRING A LICENCE ARE EACH SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
4.1.1 Single Profile: One natural person may have a maximum of one profile on the Chirp Mobile Application. This means that a single user with a unique SA identity document and number may not have more than one profile registered on Chirp. A Chirp user may not link more than one of the following to more than one profile on the Chirp Mobile Application:
(a) One profile,
(b) One username,
(c) One email address,
(d) One MSISDN (mobile number),
(e) One bank account,
(f) One SA identity number,
(g) One mobile device (handset/smartphone).
Any duplicate profiles will result in ALL profiles being deleted and ALL rewards being forfeited.
4.2 THE DOWNLOADING AND USE OF THE APP THROUGH THE APP STORE IS ALSO SUBJECT TO THE APP STORE’S ASSOCIATED TERMS AND CONDITIONS. BEFORE DOWNLOADING AND USING THE APP, YOU MUST READ AND UNDERSTAND AND AGREE TO THE APP STORE’S ASSOCIATED TERMS AND CONDITIONS WHICH ARE PART OF THIS AGREEMENT (THESE CAN BE ACCESSED VIA THE LINKS PROVIDED IN THE APP). SEE CLAUSE 6 FOR ADDITIONAL TERMS THAT GOVERN YOUR LICENCE TO USE THE APP.
4.3 THE PROCESSING OF PROVIDER COMPONENTS OF APP TRANSACTIONS BY A PROVIDER, IS ALSO SUBJECT TO THAT PROVIDER’S ASSOCIATED TERMS AND CONDITIONS. BEFORE PERFORMING THE PROVIDER COMPONENT OF ANY APP TRANSACTION, YOU MUST READ AND UNDERSTAND AND AGREE TO THE PROVIDER’S ASSOCIATED TERMS AND CONDITIONS WHICH ARE PART OF THIS AGREEMENT (THESE CAN BE ACCESSED VIA THE LINKS PROVIDED IN THE APP).
4.4 If You apply to become a Registered User or apply for a Licence, You are representing to CHIRP that–
4.4.1 You are 18 years of age or older and You have full legal capacity to enter into this Agreement without the assistance of a guardian, curator or trustee (or similar such appointee); alternatively
4.4.2 You are 18 years of age or older and You have full legal capacity to enter into this Agreement because You are being assisted to enter into this Agreement by Your guardian, curator or trustee (or similar such appointee); alternatively
4.4.3 You are younger than 18 years of age and You have full legal capacity to enter into this Agreement because You are being assisted to enter into this Agreement by Your guardian, curator or trustee (or similar such appointee).
4.5 If You –
4.5.1 are younger than 18 years of age and are not being assisted to enter into this Agreement by Your guardian, curator or trustee (or similar such appointee); or
4.5.2 are 18 years of age or older but do not have full legal capacity to enter into this Agreement without the assistance of a guardian, curator or trustee (or similar such appointee), then stop this application and seek the advice and assistance of Your guardian, curator or trustee (or similar appointee) in this regard.
4.6 If You continue Your application to become a Registered User then by doing so You are agreeing to and will be deemed to have agreed to the terms and conditions of this Agreement. If You do not want to agree to them, then stop this application. Please remember that it is Your right to choose not to be bound by these terms and conditions.
4.7 Chirp reserves the right to amend the terms and conditions of this Agreement (including any Provider’s associated terms and conditions and the app store’s associated terms and conditions) at any time by publishing an updated Agreement on-line on the app store. YOU MUST CHECK REGULARLY FOR ANY NEW AMENDMENTS. If You are a Registered User but do not want to be bound by any amended Agreement, You must notify Chirp (by delivery, post or e-mail to the address in clause 15) that You do not wish to be bound by the amended Agreement in which case Your Registered User account will be terminated, Your Licence will be revoked and You will not be able to do any further business with Chirp or any Provider (using the App) after termination. Whichever version of the Agreement that You agreed to up until the point of termination will remain binding on You and will continue to apply in respect of all business which You conducted with Chirp or a Provider prior to termination. If You continue to use the App then You will be deemed to have agreed to the amended terms and conditions of the Agreement.
4.8 The right of (a) admission to use the App, and (b) to continue as a Registered User is reserved. Chirp reserves the right, at any time and from time to time, without prior notice to You to –
4.8.1 require You to validate Your details as a Registered User; and/or
4.8.2 prevent You from using the App; and/or
4.8.3 reject Your application to become a Registered User; and/or
4.8.4 decline to grant a Licence to You; and/or
4.8.5 prevent You from performing any App Transaction; and/or
4.8.6 revoke Your Registered User account,
and in each such case, CHIRP’S DECISION IS FINAL AND WILL BE BINDING ON YOU.
4.9 YOU WILL REQUIRE COMPUTER DEVICES AND TELECOMMUNICATION CONNECTIVITY IN ORDER TO USE THE APP, TO PERFORM APP TRANSACTIONS AND TO SEEK TECHNICAL SUPPORT FROM CHIRP. THE COST OF THIS IS FOR YOUR ACCOUNT AND CHIRP WILL HAVE NO LIABILITY TO YOU FOR ANY SUCH COSTS. YOUR COMMUNICATIONS WITH AND YOUR OPERATION OF THE APP AND YOUR PERFORMANCE OF APP TRANSACTIONS ARE ACROSS THE INTERNET WHICH IS A GLOBAL PUBLIC NETWORK SYSTEM, CHIRP STRONGLY RECOMMENDS THAT YOU TAKE SECURITY MEASURES AGAINST MALICIOUS COMPUTER SOFTWARE, CODE OR ROUTINES THAT CAN TARGET COMPUTER DEVICES AND TELECOMMUNICATION CONNECTIVITY.
4.10 CHIRP DOES NOT WARRANT THAT YOUR USE OF THE APP OR YOUR PERFORMANCE OF APP TRANSACTIONS WILL BE UNINTERRUPTED, ERROR FREE OR THAT ANY INFORMATION (OR COMMUNICATIONS) TRANSMITTED VIA THE APP OR WHEN PERFORMING APP TRANSACTIONS WILL BE TRANSMITTED ACCURATELY, RELIABLY, IN A TIMELY MANNER, OR AT ALL. YOUR USE OF THE APP AND YOUR PERFORMANCE OF APP TRANSACTIONS MAY BE RESTRICTED, FROM TIME TO TIME, TO ALLOW FOR UPDATES, REPAIRS AND MAINTENANCE TO CHIRP’S SYSTEMS.
4.11 YOU WARRANT TO CHIRP THAT ALL INFORMATION PROVIDED BY YOU TO CHIRP WHETHER THROUGH THE APP OR WHEN PERFORMING APP TRANSACTIONS OR ANY OTHER FORM OF COMMUNICATION, IS BOTH TRUE AND CORRECT AND THAT CHIRP MAY RELY AND ACT UPON THAT INFORMATION ACCORDINGLY.
4.12 YOU WARRANT TO CHIRP THAT MATERIAL SENT, FORWARDED OR POSTED BY YOU TO CHIRP, WHETHER THROUGH THE APP OR WHEN PERFORMING APP TRANSACTIONS OR ANY OTHER FORM OF COMMUNICATION, WILL NOT INFRINGE THE RIGHTS OF ANY THIRD PARTY.
4.13 YOU WARRANT TO CHIRP THAT YOU WILL NOT OPERATE THE APP OR PERFORM APP TRANSACTIONS FOR ILLEGAL PURPOSES. SHOULD CHIRP HAVE REASONABLE GROUNDS TO SUSPECT THAT YOU ARE OPERATING THE APP AND/OR PERFORMING APP TRANSACTIONS FOR ILLEGAL PURPOSES, CHIRP RESERVES THE RIGHT TO IMMEDIATELY BLOCK YOUR APP. CHIRP WILL THEN NOTIFY YOU OF THE ACTION TAKEN AND ADVISE THE PROCEDURE YOU NEED TO FOLLOW FOR INVESTIGATION OF THE MATTER.
4.14 Chirp may send You communications which will, generally, fall into two categories –
4.14.1 business communications relating to Your Registered User account and the conduct of Your business with Chirp and/or a Provider;
4.14.2 marketing communications. You may, at any time, require Chirp to stop sending You marketing communications by using any unsubscribe link that may appear in those marketing communications, alternatively, you can also achieve this by sending your request to Chirp by delivery, post or e-mail to the address in clause 15.
4.15.1 To apply for a Licence to use the App and to perform App Transactions, You must be a Registered User. This requires You to make an application to become a Registered User by registering through the App. THE PERFORMANCE OF ALL APP TRANSACTIONS ARE SUBJECT TO THIS AGREEMENT.
4.15.2 Chirp, –
4.15.2.1 acting as a gateway, facilitates the transfer to a Provider of that Provider’s associated component of App Transactions to be processed. The Provider, not Chirp, will process its associated component of App Transactions (including rejecting or authorising same, and updating details and balances). YOU ACKNOWLEDGE THAT CHIRP IS NOT CAPABLE OF PROCESSING ANY PROVIDER COMPONENT OF ANY APP TRANSACTION AS CHIRP IS NOT THAT PROVIDER;
4.15.2.2 reserves the right to link Providers to the App and to delink Providers from the App at any time and from time to time, all as determined by Chirp in its sole and absolute discretion and without notice to You. YOU ACKNOWLEDGE THAT CHIRP IS NOT OBLIGED TO LINK ANY PROVIDER TO THE APP NOR TO RETAIN ANY SUCH LINK.
4.15.3 If You apply to become a Registered User You will be asked to read and to agree to the terms and conditions of this Agreement (including the Provider’s associated terms and conditions and the app store’s associated terms and conditions) as part of the registration process. If –
4.15.3.1 You are prepared to agree to them, then press the ‘accept’ or ‘agree’ or ‘yes’ (or similar) button and by pressing it You agree to the terms and conditions in this Agreement and to be bound by them. All business that You do with Chirp and a Provider on or via the App will be subject to this Agreement;
4.15.3.2 You do not want to agree to them, then press the ‘reject’ or ‘do not agree’ or ‘no’ (or similar) button and by pressing it the registration process will be terminated and You will not be registered as a Registered User and will not be granted a Licence or be able to do any business with Chirp or a Provider that is restricted to Registered Users (including receiving any mobile wallet payments component of any App Transactions).
4.15.4 Chirp will retain a copy of the version of the Agreement by which You are bound from time to time. You may request a copy of this from Chirp at any time.
4.15.5 Chirp reserves the right, at any time and from time to time, without prior notice to close any Registered User account if Chirp forms the opinion that that it is a threat to the security or operation of the systems of Chirp or is disruptive to or causes harassment of any other Registered User.
5 KEEP YOUR ACCOUNT DETAILS SECRET
You must keep Your username and password to the App as secret at all times and not disclose them to any third party. You must notify Chirp immediately (by delivery, post or e-mail to the address in clause 15 should You identify any unauthorised use of, or any breach of security in relation to, Your Registered User account(including Your username or password). IF YOU DISCLOSE YOUR USERNAME OR PASSWORD OR OTHER REGISTERED USER ACCOUNT DETAILS TO ANY THIRD PARTY OR IF YOU FAIL TO PREVENT THEIR DISCLOSURE TO ANY THIRD PARTY, YOU AGREE THAT SUCH THIRD PARTY IS APPOINTED AS YOUR AGENT TO ACT ON YOUR BEHALF USING YOUR REGISTERED USER ACCOUNT AND YOU AGREE TO BE BOUND BY AND LIABLE FOR ALL ACTIONS (INCLUDING APP TRANSACTIONS) OF THAT THIRD PARTY.
6.1 Your Licence grants You a personal, non-exclusive and non-transferable licence to use the App for Your own private business data processing purposes, provided that You are and remain a Registered User. See clause 4.2 for additional terms that govern Your licence to use the App.
6.2 YOU ACKNOWLEDGE THAT YOUR LICENCE TO USE THE APP WILL TERMINATE IN THE EVENT THAT YOU ARE NO LONGER A REGISTERED USER, FOR WHATEVER REASON.
6.3 You may not (a) reverse engineer, de-compile or disassemble the App (in whole or part), or (b) translate, adapt, vary, modify or create any derivative work from the App, or (c) have software developed for Yourself based on the App, or (d) use the App to perform App Transactions for or on behalf of any third party unless that third party enters into a separate agreement with Chirp and pays the associated licence and transaction fees to authorise such use.
6.4 You agree to acquire and install any update, upgrade or new release of the App within a reasonable period after You are notified of its availability (including by way of a pop-up message on the App or a message from the app store). YOU ACKNOWLEDGE THAT CHIRP IS NOT OBLIGED TO, AND MIGHT NOT, MAKE AVAILABLE ANY UPDATES, UPGRADES OR NEW VERSIONS TO THE APP.
6.5 YOU ACKNOWLEDGE THAT THE APP IS NOT DESIGNED TO OPERATE ON ANY DEVICE OTHER THAN THE DEVICES STIPULATED BY CHIRP FROM TIME TO TIME.
7 WARRANTIES
7.1 Chirp warrants that the App –
7.1.1 will be reasonably suitable for the purposes for which it is generally intended;
7.1.2 will be of good quality, in good working order and free of any defects;
7.1.3 will be useable and durable, having regard to the use to which it would normally be put and to all the surrounding circumstances of its supply;
7.1.4 will comply with any applicable standards set under the Standards Act, 1993, or any other public regulation,
for a period of 6 months after You download the App. Should a defect arise in the App during this warranty period, You must promptly notify Chirp in writing (by delivery, post or e-mail to the address in clause 15 describing the defect.
7.2 THE WARRANTY IN CLAUSE 7.1 WILL NOT APPLY IN RESPECT OF DEFECTS OR FAULTS ARISING IN THE APP DUE TO OR RESULTING FROM –
7.2.1 YOU ALTERING, ADJUSTING, MODIFYING OR REPAIRING THE APP (OR ATTEMPTING TO DO SO) WITHOUT CHIRP’S PRIOR WRITTEN CONSENT;
7.2.2 YOUR FAILURE TO INSTALL, OPERATE, USE OR STORE THE APP IN ACCORDANCE WITH ITS OPERATING INSTRUCTIONS;
7.2.3 YOUR FAILURE TO ACQUIRE AND INSTALL ANY UPDATE, UPGRADE OR NEW RELEASE OF THE APP WITHIN A REASONABLE PERIOD AFTER CHIRP NOTIFIES YOU OF ITS AVAILABILITY (INCLUDING BY WAY OF A POP-UP MESSAGE ON THE APP OR A MESSAGE FROM THE APP STORE) IF THE INSTALLATION OF THAT UPDATE, UPGRADE OR NEW RELEASE WOULD HAVE AVOIDED THE DEFECT OR FAULT;
7.2.4 EXTERNAL FACTORS AFFECTING THE APP, INCLUDING FORCE MAJEURE OR FAILURE OR FLUCTUATION OF ELECTRICAL POWER;
7.2.5 NEGLIGENCE, THEFT, VANDALISM, ACCIDENTS OR ABNORMAL OPERATING CONDITIONS;
7.2.6 FAIR WEAR AND TEAR, BUT SUBJECT TO CLAUSE 7.1.3.
7.3 Chirp warrants that services –
7.3.1 will be performed and completed in a timely manner and Chirp will give You timely notice of any unavoidable delay in the performance of the services;
7.3.2 will be performed in a manner and quality that persons are generally entitled to expect, and should Chirp fail to meet these standards, You must promptly notify Chirp in writing (by delivery, post or e-mail to the address in clause 15) describing the failure and Chirp will, at its option (exercised reasonably), remedy any failure in the quality of the services performed or refund You a reasonable portion of the price You paid for those services, having regard to the extent of the failure.
7.4 Chirp warrants that it has the authority to enter into this Agreement and to grant the rights set out herein, to You, upon the terms of this Agreement.
8.1 Following Your acquisition of a Licence, should You require technical support in respect of the general operation of the App, Chirp’s technical support staff will be available between 8:30 AM to 5:00 PM during Business Days and will provide e-mail technical support to endeavour to assist You. For e-mail technical support, please e-mail your query to support@getchirp.co.
8.2 When requesting technical support, You agree to –
8.2.1 provide, where available, details of any problem being experienced and any error messages generated by the App and the activities taking place on App at the time the problem was experienced or when any error message was generated;
8.2.2 co-operate with Chirp’s technical support staff and provide information reasonably requested and follow instructions reasonably given, including those given to try resolve and/or reproduce the problem.
8.3 YOU ACKNOWLEDGE THAT CHIRP’S TECHNICAL SUPPORT STAFF DO NOT HAVE FACILITIES THAT PERMIT THEM TO MAKE OR RECEIVE TELEPHONE CALLS. YOU ALSO ACKNOWLEDGE THAT TECHNICAL SUPPORT DOES NOT INCLUDE PERSONAL INSTRUCTION ON USING FEATURES OF THE APP OR PERFORMING APP TRANSACTIONS.
9 PRIVACY POLICY AND THIRD PARTY LINKS
9.1 For the purposes of this clause 9, unless a contrary intention clearly appears, the following terms (including their capitalised equivalents when used in clauses that contain capital letters) will bear the meanings assigned to them and similar expressions will have corresponding meanings –
9.1.1 “Filing System” means any structured set of Personal Data, whether centralised, decentralised or dispersed on a functional or geographical basis, which is accessible according to specific criteria;
9.1.2 “Personal Data” means information relating to an identifiable, living, natural person, and where it is applicable, an identifiable, existing juristic person, comprising –
9.1.2.1 personal information including (a) information relating to the race, gender, sex, pregnancy, marital status, national, ethnic or social origin, colour, sexual orientation, age, physical or mental health, well-being, disability, religion, conscience, belief, culture, language and birth of the person; (b) information relating to the education or the medical, financial, criminal or employment history of the person; (c) any identifying number, symbol, email address, physical address, telephone number, location information, online identifier or other particular assignment to the person; (d) the biometric information of the person; (e) the personal opinions, views or preferences of the person; (f) correspondence sent by the person that is implicitly or explicitly of a private or confidential nature or further correspondence that would reveal the contents of the original correspondence; (g) the views or opinions of another individual about the person; and (h) 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; and
9.1.2.2 special personal information including (a) religious or philosophical beliefs, race or ethnic origin, trade union membership, political persuasion, health or sex life or biometric information (personal identification based on physical, physiological or behavioural characterisation including blood typing, fingerprinting, DNA analysis, retinal scanning and voice recognition) of a data subject, or (b) criminal behaviour of a data subject to the extent that it relates to (i) the alleged commission by a data subject of any offence, or (ii) any proceedings in respect of any offence allegedly committed by a data subject or the disposal of such proceedings;
9.1.3 “Processing” means any operation or activity or any set of operations, whether or not by automatic means, concerning Personal Data, including: (a) collection, receipt, recording, organisation, collation, storage, updating or modification, retrieval, alteration, consultation or use; (b) dissemination by means of transmission, distribution or making available in any other form; or (c) merging, linking, as well as restriction, degradation, erasure or destruction of information;
9.1.4 “Record” means any recorded information: (a) regardless of form or medium, including any of the following: (i) writing on any material; (ii) information produced, recorded or stored by means of any tape-recorder, computer equipment (hardware or software or both) or other device, and any material subsequently derived from information so produced, recorded or stored; (iii) label, marking or other writing that identifies or describes any thing of which it forms part, or to which it is attached by any means; (iv) book, map, plan, graph or drawing; (v) photograph, film, negative, tape or other device in which one or more visual images are embodied so as to be capable, with or without the aid of some equipment, of being reproduced; (b) in the possession or under the control of the Responsible Party; (c) whether or not it was created by the Responsible Party; and (d) regardless of when it came into existence;
9.1.5 “Responsible Party” means Chirp and each public or private body or any other person appointed by Chirp or with whom Chirp interacts, which, alone or in conjunction with others, determines the purpose of and means for Processing Personal Data, including (a) Fluenty Proprietary Limited, (b) Netcash Proprietary Limited (c) Incendiary Blue Limited, (d) Amazon Web Services, (e) Mailchimp, (f) Google Inc., (g)Facebook Inc., (h) Pusher Inc., (i) SendGrid Inc., and (j) Sentry Inc.;
9.1.6 “Specified Purposes” means for the purposes of Chirp’s business and operational requirements and obligations as a consumer insights platform and marketplace, including to (a) enable Chirp to provide its services and comply with its legal and contractual obligations, (b) enable Chirp to provide You with relevant content, (c) enable Chirp to contact You, (d) enable Chirp to use permissions on Computer Devices You use in order to access Personal Data, (e) protect Chirp’s rights and interests and detect malicious or fraudulent activity, (f) process mobile wallet payments to You, (g) report and disclose to government authorities, regulatory authorities, professional bodies and other bodies with whom Chirp is associated or is governed by, and, (h) perform and undertake all ancillary matters associated with Chirp’s business and operational requirements described above.
9.2 YOU HEREBY CONSENT TO THE PROCESSING BY THE RESPONSIBLE PARTY OF YOUR PERSONAL DATA ENTERED IN A RECORD BY OR FOR THE RESPONSIBLE PARTY BY MAKING USE OF AUTOMATED MEANS (EQUIPMENT CAPABLE OF OPERATING AUTOMATICALLY IN RESPONSE TO INSTRUCTIONS GIVEN FOR THE PURPOSE OF PROCESSING INFORMATION) OR NON-AUTOMATED MEANS (PROVIDED THAT WHEN YOUR RECORDED PERSONAL DATA IS PROCESSED BY NON-AUTOMATED MEANS, IT FORMS, OR IS INTENDED TO FORM, PART OF A FILING SYSTEM) FOR THE SPECIFIED PURPOSES. FURTHER, YOU HEREBY CONSENT TO THE RESPONSIBLE PARTY TRANSFERRING YOUR PERSONAL DATA TO THIRD PARTIES IN FOREIGN COUNTRIES IN THE COURSE OF PROCESSING YOUR PERSONAL DATA FOR THE SPECIFIED PURPOSES.
9.3 WHEN THE RESPONSIBLE PARTY COLLECTS ANY OF YOUR PERSONAL DATA, THE RESPONSIBLE PARTY WILL HANDLE AND TREAT YOUR PERSONAL DATA IN ACCORDANCE WITH THIS PRIVACY POLICY. You must keep Your Personal Data up to date and promptly notify Chirp of any changes (by delivery, post or mail to the address in clause 15). The Responsible Party respects Your privacy and except where the law requires otherwise, the Responsible Party will protect the confidentiality of Your Personal Data supplied in the course of contracting with the Responsible Party. The Responsible Party will not sell Your Personal Data to third parties for commercial or marketing purposes.
9.4 The Responsible Party will collect identifiable Personal Data and non-identifiable information about You. Identifiable Personal Data is collected when You apply to become a Registered User, while You are a Registered User, when using the App, when performing App Transactions, when performing any other transaction with Chirp or when You communicate with Chirp. Non-identifiable information is gathered automatically when You use the App and perform App Transactions. Chirp may also combine Personal Data collected from You with Personal Data obtained about You from Responsible Parties.
9.5 Chirp collects and shares aggregated user data with Responsible Parties for the purposes of App Transactions and generating market research reports and insights. This user data identify individual users.
9.6 The Responsible Party logs Your use of the App and Your performance of App Transactions, and collects IP addresses and information about Computer Devices You use for the purposes of (a) network/system administration, (b) to report aggregated information to Responsible Parties who are advertisers, and (c) to audit the use of the App. This data will not be used to identify individual users.
9.7 Personal Data which Chirp collects from You through our communications will be (a) used to address the matters referred to in those communications, (b) referred to Responsible Parties in respect of App Transactions.
9.8 ANY PERSONAL DATA YOU DISCLOSE IN A PUBLIC SPACE ON THE APP (INCLUDING ON A BULLETIN BOARD OR CHAT ROOM) IS DISCLOSED AT YOUR OWN RISK AND IS AVAILABLE TO ANYONE ELSE WHO VISITS THAT SPACE. CHIRP CANNOT SAFEGUARD THAT PERSONAL DATA.
9.9 The App contains links to sites that belong to third parties unrelated to Chirp. These links are provided for convenience only and Chirp does not endorse these sites or the third parties. Chirp has no control over and takes no responsibility for Your use of or for any Personal Data You submit to or over these third party sites. YOU ACCESS AND USE THIRD PARTY SITES AT YOUR OWN RISK. Chirp will not be responsible for any use of Your Personal Data which You disclose on third party sites.
9.10 Chirp reserves the right to –
9.10.1 disclose Your Personal Data where required in good faith to do so by law or to exercise Chirp’s legal rights or defend Chirp against legal claims;
9.10.2 share Your Personal Data with law enforcement to investigate or prevent illegal activities being committed over Chirp’s network and systems;
9.1
0.3 disclose Your Personal Data where You have given Chirp explicit consent to do so;
9.10.4 monitor user and network traffic for site security purposes and prevent any unauthorized attempts to tamper with the App or the performance of App Transactions or to cause damage to Chirp’s property.
9.11 The Personal Data which will be collected by the Responsible Party from You and Computer Devices which You use, for the Specified Purposes, includes –
9.11.1 first name and surname;
9.11.2 identity/passport/driver’s licence number;
9.11.3 physical and postal address;
9.11.4 email address;
9.11.5 mobile phone/device number;
9.11.6 demographic information and personal interests, stipulated by the associated Provider as qualifying requirements to participate in the associated location-based task to be surveyed by that Provider;
9.11.7 approximate location permission (non-continuous): used to access the approximate geographic location of Computer Devices in order to provide location-based services. This access is not continuous meaning that the Responsible Party cannot derive Your approximate geographic location on a continuous basis;
9.11.8 camera permission: used to access the camera or to capture images and video from Computer Devices;
9.11.9 contacts permission: used to access contacts and profiles on Computer Devices including editing items;
9.11.10 photo library permission: used to access the photo library on Computer Devices;
9.11.11 precise location permission (non-continuous): used to access the exact geographic location of Computer Devices in order to provide location-based services. This access is not continuous meaning that the Responsible Party cannot derive Your exact geographic location on a continuous basis;
9.11.12 storage permission: used for accessing shared external storage to Computer Devices, including reading and adding items.
9.12 YOU ARE RESPONSIBLE FOR THE PERSONAL DATA OF ANY THIRD PARTY YOU OBTAIN, PUBLISH OR SHARE THROUGH THE APP OR TO THE RESPONSIBLE PARTY AND YOU WARRANT THAT YOU HAVE THE THIRD PARTY’S CONSENT TO DO SO.
9.13 IF YOU WISH TO BE A REGISTERED USER AND TO USE THE FULL FUNCTIONALITY OF THE APP AND TO PERFORM APP TRANSACTIONS THEN IT IS MANDATORY FOR YOU TO SUPPLY THE PERSONAL DATA REQUESTED TO THE RESPONSIBLE PARTY. IF YOU FAIL TO SUPPLY THE PERSONAL DATA REQUESTED THEN YOU WILL NOT BE ABLE TO BE A REGISTERED USER, YOU WILL NOT BE ABLE TO USE THE APP AND YOU WILL NOT BE ABLE TO PERFORM APP TRANSACTIONS.
9.14 Computer Devices You use may require You to grant permission (generally, in their settings) to permit the Responsible Party to access your Personal Data. Your Computer Devices may allow You change or revoke these permissions (generally, in their settings). IF YOU FAIL TO GRANT THESE PERMISSIONS OR LIMIT OR REVOKE THEM THEN YOU WILL NOT BE ABLE TO BE A REGISTERED USER, YOU WILL NOT BE ABLE TO USE THE APP AND YOU WILL NOT BE ABLE TO PERFORM APP TRANSACTIONS.
9.15 YOU HAVE THE RIGHT (A) TO ACCESS THE PERSONAL DATA YOU HAVE PROVIDED TO THE RESPONSIBLE PARTY, (B) TO CORRECT THE PERSONAL DATA YOU HAVE PROVIDED, AND (C) TO OBJECT TO THE PROCESSING OF YOUR PERSONAL DATA BY THE RESPONSIBLE PARTY BY NOTIFYING CHIRP BY DELIVERY, POST OR E-MAIL TO THE ADDRESS IN CLAUSE 15. YOU ALSO HAVE THE RIGHT LODGE A COMPLAINT WITH THE REGULATOR AT (a) JD House, 27 Stiemens Street, Braamfontein, Johannesburg, Gauteng, or (b) PO Box 31533, Braamfontein, Johannesburg, 2017, Gauteng, or (c) complaints.IR@justice.gov.za.
10 PROHIBITED CONDUCT IN YOUR USE OF THE APP
Chirp hereby reserves the right to edit or remove material which is sent, forwarded or posted by You and which Chirp determines is objectionable including that which Chirp determines is offensive, indecent, obscene, abusive threatening, menacing, incites violence, incites hatred, breaches any obligation of confidentiality or infringes the rights of any third party. In Your use of the App and in communicating with Chirp, You will not, directly or indirectly, –
10.1 conduct Yourself or incite others to conduct themselves in a manner contrary to any law or which would amount to a criminal offence or which would give rise to civil liability;
10.2 conduct Yourself in a manner which is offensive, indecent, obscene, threatening, menacing, incites violence, incites hatred, breaches any obligation of confidentiality or infringes the rights of any third party;
10.3 pose as, or hold Yourself out to have, an identity which is not You;
10.4 create duplicate Registered User accounts;
10.5 provide inaccurate/false Personal Data;
10.6 provide payment information or bank details that do not belong to You;
10.7 interfere with the rights of others to use the App;
10.8 circumvent or compromise (or attempt to circumvent or compromise) the security on the App or Chirp’s systems;
10.9 send, forward or post material which is offensive, indecent, obscene, abusive threatening, menacing, incites violence, incites hatred, breaches any obligation of confidentiality or infringes the rights of any third party;
10.10 advertise or promote Yourself or any third party or any products and/or services on the App;
10.11 create or send ‘chain letters’ being communications which are sent, or which encourage any person to send, them (or copies or variations of them) to multiple parties either in a single or over multiple posting sessions;
10.12 introduce malicious computer software, code or routines which –
10.12.1 might disrupt, distort, disable, harm or otherwise impede the operation of any software, firmware, hardware, local area network, wide area network, virtual private network or any of their peripherals;
10.12.2 might disable or impair in any way the operation of any software, firmware, hardware, local area network, wide area network, virtual private network or any of their peripherals based on an elapsed period of time or advancement to a particular date or other numeral;
10.12.3 might permit any person to access (remotely or otherwise) and disable or impair any software, firmware, hardware, local area network, wide area network, virtual private network or any of their peripherals;
10.12.4 comprise harmful or hidden procedures, routines or mechanisms which might cause any software, firmware, hardware, local area network, wide area network, virtual private network or any of their peripherals to cease functioning;
10.12.5 might damage or corrupt data, storage media, software, firmware, hardware or communications or otherwise interfere with technology operations generally.
11 INTELLECTUAL PROPERTY RIGHTS
11.1.1 patents, copyright, trademarks, logos, style names, slogans, designs, models, inventions, trade and business secrets and any other type of intellectual property (whether registered or unregistered including applications for and rights to obtain, use or for their protection) which are used or held, whether or not currently, in connection with Chirp’s business (including the App); and
11.1.2 ideas, designs, documents, diagrams, information, devices, technical data, scientific data, secret and other processes and methods used in connection with Chirp’s business, and, all available information regarding marketing and promotion of Chirp’s products and services, and, all and any modifications or improvements to any of the aforegoing, (collectively, “Intellectual Property”) are and will at all times be and remain the property of Chirp (or its licensors) and You will not acquire any rights, title or interest of any kind in or to any or all of such Intellectual Property. Except as expressly permitted in this Agreement, You will not make use of Chirp’s (or its licensors’) Intellectual Property without the prior written consent of Chirp, which may withhold its consent in its sole and absolute discretion. All rights in and to Chirp’s (or its licensors) Intellectual Property not expressly granted in this Agreement, are hereby reserved.
11.2 Provided that You have agreed to the Terms and Conditions of the App, You may view and interact with the App in its original display format (as intended by Chirp for access by the public) for your own personal and non-commercial use. You may not display the whole or any part of the App on or in any website or in any form of communication to any other person.
11.3 You hereby grant Chirp the perpetual, royalty-free, world-wide right to use and exploit to the extent that Chirp sees fit, all and any ideas, comments and information provided or communicated by You to Chirp (in whatever form they are provided or communicated). For clarity, You will receive no compensation or reward in the event that Chirp uses and/or exploits any ideas, comments and information which You have provided or communicated to Chirp. IF YOU DO NOT WANT CHIRP TO USE OR EXPLOIT ANY OF YOUR AFORESAID IDEAS, COMMENTS OR INFORMATION, THEN DO NOT DISCLOSE THEM TO CHIRP.
11.4 Chirp may make reference to third party trademarks (or other intellectual property) on the App. All third party trademarks (or other intellectual property) are the property of the respective owners thereof.
12 TERMINATION, BREACH AND DEFAULT
12.1 Either party will be entitled to cancel this Agreement at any time by giving the other party 20 Business Days’ prior written notice to this effect.
12.2 Should either party breach any material provision or term of this Agreement (other than those which contain their own remedies or limit the remedies in the event of a breach thereof) and fail to remedy such breach within 20 Business Days of receipt of notice requiring it to do so and warning that if the breach is not so remedied, the aggrieved party may exercise its rights in terms of this clause, then the aggrieved party will be entitled without notice, in addition to any other remedy available to it at law or in terms of this Agreement, including obtaining an interdict, to cancel this Agreement or to claim specific performance of any obligation whether or not the due date for performance has arrived, in either event without prejudice to the aggrieved party’s right to claim damages.
12.3 Should either party –
12.3.1 commit an act which is or would be an act of insolvency in terms of section 8 of the Insolvency Act, 1936 (if committed by a natural person);
12.3.2 commence business rescue proceedings, be provisionally or finally liquidated, be removed from the company register, take steps for its voluntary winding up, or, be placed in any similar or replacement regime covered by South African insolvency law, then, the other party will thereafter be entitled to terminate this Agreement on written notice to that effect.
12.4 Cancellation or termination of this Agreement will not affect either party’s accrued rights in terms hereof.
13 DISCLAIMERS AND LIMITATION OF LIABILITY
13.1 TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, CHIRP WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, EXTRINSIC, SPECIAL, PENAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES OR DAMAGES SUSTAINED BY YOU ARISING OUT OF OR IN CONNECTION WITH ANY LICENCE, YOUR REGISTRATION OR YOUR USE OF THE APPAND/OR THE PERFORMANCE OF APP TRANSACTIONS, REGARDLESS OF HOW SUCH LOSSES OR DAMAGES ARE CAUSED (INCLUDING AS A RESULT OF NEGLIGENT ACTS OR OMISSIONS OF CHIRP OR OF ANY PERSON FOR WHOM CHIRP MAY BE LIABLE IN LAW), WHETHER THEY ARISE UNDER CONTRACT, DELICT OR OTHERWISE AND WHETHER THE LOSS WAS ACTUALLY FORESEEN OR REASONABLY FORESEEABLE.
13.2 TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, CHIRP WILL NOT BE LIABLE TO YOU FOR ANY LOSSES OR DAMAGES SUSTAINED BY YOU ARISING OUT OF OR IN CONNECTION WITH ANY LICENCE, YOUR REGISTRATION OR YOUR USE OF THE APP AND/OR THE PERFORMANCE OF APP TRANSACTIONS, REGARDLESS OF HOW SUCH LOSSES OR DAMAGES ARE CAUSED (INCLUDING AS A RESULT OF NEGLIGENT ACTS OR OMISSIONS OF CHIRP OR OF ANY PERSON FOR WHOM CHIRP MAY BE LIABLE IN LAW), WHETHER THEY ARISE UNDER CONTRACT, DELICT OR OTHERWISE AND WHETHER THE LOSS WAS ACTUALLY FORESEEN OR REASONABLY FORESEEABLE, EXCEEDING, IN RELATION TO ANY CLAIM OR SERIES OF CLAIMS ARISING FROM THE SAME CAUSE OF ACTION, AN AMOUNT OF R250.00.
13.3 SAVE AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, THE APP AND/OR THE PERFORMANCE OF APP TRANSACTIONS ARE PROVIDED ON AN AS-IS BASIS AND, TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, CHIRP EXCLUDES AND DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, IN RESPECT OF THE APP AND/OR THE PERFORMANCE OF APP TRANSACTIONS.
13.4 Nothing in this clause 13 will be interpreted or construed to exclude or limit Chirp’s liability for death, illness or personal injury or any loss of or physical damage to property, caused to You by any act or omission of Chirp, save to the extent permitted by the CPA.
14 CONTRACTS FOR THE BENEFIT OF THIRD PARTIES
14.1 CLAUSES 4.1, 4.2, 4.3, 4.4, 4.7, 4.15, 5, 9, 11.1 AND 11.4 ARE ALSO CONTRACTED BY CHIRP AND AGREED TO BY YOU, FOR AND IN FAVOUR OF THE PROVIDERS AND EACH RESPONSIBLE PARTY AND IN THIS REGARD THESE CLAUSES CONSTITUTE A CONTRACT FOR THE BENEFIT OF A THIRD PARTY.
14.2 CLAUSES 13.1 AND 13.2 ARE ALSO CONTRACTED BY CHIRP AND AGREED TO BY YOU, FOR AND IN FAVOUR OF ANY PERSON FOR WHOM CHIRP MAY BE LIABLE IN LAW (INCLUDING EACH RESPONSIBLE PARTY) AND IN THIS REGARD THESE CLAUSES CONSTITUTE A CONTRACT FOR THE BENEFIT OF A THIRD PARTY.
15 ADDRESSES FOR NOTICE AND SERVICE
15.1 The parties choose as their addresses at which legal notices may be served and legal process may be executed, for all purposes in terms of this Agreement, whether in respect of court process, notices or other documents or communications of whatsoever nature (including the exercise of any option), the following –
15.1.1 Chirp:
Physical: Second Floor Block 2, Northgate Park, Section Road, Brooklyn, 7405, Western Cape, Republic of South Africa
Postal: Second Floor Block 2, Northgate Park, Section Road, Brooklyn, 7405, Western Cape, Republic of South Africa
e-Mail: hello@getchirp.co
15.1.2 You, if You are a Registered User:
the addresses selected by You for this purpose during the process of applying to become a Registered User, as amended by You in accordance with this Agreement.
15.2 Any notice or communication required or permitted to be given in terms of this Agreement will be valid and effective only if in writing.
15.3 Either party may by notice to the other party change the physical address chosen as its address at which legal notices may be served and legal process may be executed, to another physical address where postal delivery occurs in the Republic of South Africa, or its postal address or its e-mail address, provided that the change will become effective on the 5th Business Day from the deemed receipt of the notice by the other party. UNTIL THE CHANGE BECOMES EFFECTIVE ALL COURT PROCESS, NOTICES AND OTHER DOCUMENTS AND COMMUNICATIONS OF WHATSOEVER NATURE THAT HAVE BEEN SERVED AND EXECUTED AT THE THEN CURRENT ADDRESS WILL BE VALID AND EFFECTIVE AGAINST THAT PARTY EVEN IF THEY DO NOT COME TO THE ATTENTION OR KNOWLEDGE OF THAT PARTY.
15.4 A notice to a party sent by prepaid registered post (by airmail if appropriate) in a correctly addressed envelope to it at an address chosen as its address at which legal notices may be served and legal process may be executed, to which post is delivered, will be deemed to have been received on the 5th Business Day after posting (unless the contrary is proved).
15.5 A notice to a party delivered by hand to a responsible person during ordinary business hours at the physical address chosen as its address at which legal notices may be served and legal process may be executed, will be deemed to have been received on the day of delivery.
15.6 A notice to a party sent by e-mail to its chosen e-mail address, will be deemed to have been received on the first Business Day following the date of dispatch (unless the contrary is proved).
15.7 Notwithstanding the aforegoing, a written notice or communication actually received by a party will be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen address at which legal notices may be served and legal process may be executed.
15.8 Each party appoints any responsible person at its chosen address at which legal notices may be served and legal process may be executed, to receive for and on its behalf, service of process in such jurisdiction in any legal action or proceedings regarding this Agreement. Nothing herein will affect the right to serve process in any other manner permitted by law.
16 FORCE MAJEURE
If Force Majeure causes delays in or failure or partial failure of performance by a party of all or any of its obligations, this Agreement, or as the case may be the affected portion thereof, will be suspended for the period during which the Force Majeure prevails, but if they affect any material part of the Agreement it will be suspended only for a maximum period of 21 days after which any affected party will be entitled on 3 days’ written notice to cancel this Agreement. Written notice of a Force Majeure event specifying its nature and commencement date will be dispatched by the party seeking to rely on it (on whom the onus will rest) as soon as reasonably possible after its commencement. Written notice of the cessation of the Force Majeure event will be given by the party who relied on it, within 3 days after such cessation.
17 CESSION AND ASSIGNMENT
Neither party will be entitled to cede, delegate, assign or in any other manner dispose of any of its rights or obligations arising out of this Agreement without the prior written approval of the other party which may withhold its approval in its sole and absolute discretion, provided that to the extent that any such cession, delegation, assignment or disposal relates to an amalgamation or genuine restructuring of the first-mentioned party or any group of companies of which it is part, then the other party’s approval will not be unreasonably withheld. This clause will be binding on the liquidator, business rescue practitioner or trustee (whether provisional or final) of each party.
18 RELATIONSHIP OF PARTIES
Nothing in this Agreement will be deemed to constitute either party the partner or agent or legal representative of the other. It is not the parties’ intention to create nor will this Agreement be construed to create any commercial or other partnership. Neither party will have any authority to act for or assume any obligation or responsibility on behalf of the other party nor hold itself out as partner or agent of the other party.
19 LANGUAGE
This Agreement has been concluded in the English language. In the case of any conflict between the English version of this Agreement and any translation version, the English version will prevail. Notices required in terms of this Agreement will be given in the English language.
20 GOVERNING LAW
20.1 This Agreement will be governed by and interpreted in accordance with the laws of the Republic of South Africa.
20.2 If this Agreement is concluded outside of the Republic of South Africa, or, where a party is domiciled in another country, the parties agree that this Agreement will be governed by the substantive laws of the Republic of South Africa (if its prescription laws are not considered to be substantive laws, by the prescription laws as well but excluding its conflict of law principles), provided that if the major part of the Agreement is to be performed outside the Republic of South Africa, none of its laws which promote competition in the Republic of South Africa will govern. All disputes, actions and other matters relating to this Agreement will be determined in accordance with such law.
20.3 The United Nations Convention on Contracts for the International Sale of Goods is excluded from this Agreement and transactions implemented pursuant to it.
21 SEVERABILITY
Any provision in this Agreement which is or may become illegal, invalid or unenforceable will be ineffective to the extent of such prohibition or unenforceability and will be treated as if it were not written herein, and severed from the balance of this Agreement, without invalidating the remaining provisions of this Agreement.
22 WHOLE AGREEMENT, NO AMENDMENT
22.1 THIS AGREEMENT CONSTITUTES THE WHOLE AGREEMENT BETWEEN THE PARTIES RELATING TO ITS SUBJECT MATTER AND REPLACES, SUPERSEDES AND CANCELS IN ITS ENTIRETY, ANY PRIOR AGREEMENTS WHATSOEVER (WHETHER WRITTEN OR ORAL) IN FORCE BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.
22.2 No amendment or consensual cancellation of this Agreement or any of its provisions or terms or of any agreement or other document or instrument issued or executed pursuant to or in terms of this Agreement and no settlement of any disputes arising out of this Agreement and no extension of time, waiver or relaxation or suspension of any of the provisions or terms of this Agreement or of any agreement or other document or instrument issued pursuant to or in terms of this Agreement will be binding unless performed in accordance with the terms of this Agreement or otherwise recorded in a written document signed by the Parties (or in the case of an extension of time, waiver or relaxation or suspension, signed by the Party granting such extension, waiver or relaxation).
22.3 Any extension of time or waiver or relaxation of any of the provisions or terms of this Agreement or any agreement or other document or instrument issued or executed pursuant to or in terms hereof, will be strictly construed as relating strictly to the matter in respect whereof it was made or given, will not operate as an estoppel (to preclude/prevent a person from asserting/denying a fact or a right) against any party in respect of its rights in terms of this Agreement, and, will not operate so as to preclude such party thereafter from exercising its rights strictly in accordance with this Agreement.
22.4 No failure or delay on the part of either party in exercising any right, power or privilege in terms of this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
23 ECTA INFORMATION
In addition to that already contained in this Agreement, the following information is provided in terms of ECTA –
23.1 Telephone number: None.
23.2 Membership of self-regulatory or accreditation bodies to which Chirp belongs/subscribes and their contact details: None.
23.3 Codes of conduct subscribed to by Chirp and how they can be accessed electronically: None.
23.4 Office bearers: Bevan Ducasse, Mike Metelerkamp, Anton Gaylard, Nic Wallander.
23.5 Place of registration: The Republic of South Africa.
23.6 Description of the main characteristics of the goods/services offered by Chirp to enable a consumer to make an informed decision on the proposed electronic transaction: Chirp provides clients with a platform to create surveys and automatically receive responses from a consumer panel to generate insights based on the survey questions and consumer profile.
23.7 Alternative dispute resolution codes subscribed to by Chirp and how they can be accessed electronically: None.
24 CPA INFORMATION
In addition to that already contained in this Agreement, the following information is provided in terms of the CPA –
24.1 Public officer’s contact details: Michael Metelerkamp.
24.2 The exact service to be rendered by Chirp: Chirp provides clients with a platform to create surveys and automatically receive responses from a consumer panel to generate insights based on the survey questions and consumer profile.
24.3 Costs which Chirp is entitled to recover from You, and under what circumstances: None.
24.4 Chirp will disclose any information, at any relevant time, which may be relevant to You when You are deciding whether to acquire the service offered by Chirp, or whether to continue with an existing service.
24.5 The following commissions, consideration fees, charges or brokerages are payable to Chirp by the following persons: Fees are payable by each Provider for the services they receive from Chirp.
24.6 Chirp has not been (a) found guilty of any offence involving dishonesty which was punishable by criminal imprisonment without the option of a fine, or (b) placed under sequestration, liquidation or business rescue proceedings.
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