CIPRO WEBSITE TERMS AND CONDITIONS
iNDEX
CHAPTER 1: GENERAL PROVISIONS
1.
definitions
2.
Service conditions and delivery
3.
Hyperlinks, framing, spiders and crawlers
4.
Trade marks, copyrights and restriction on use
5.
Access and availability of service and links
6.
Submissions / bulletin boards
7.
Rules of conduct for the visitor and customer
8.
Damages, warranty and indemnity
9.
General
10. Agreement to
and termination of agreement
cHAPTER 2: PROVISIONS SPECIFICALLY APPLICABLE TO CUSTOMERS
AND ELECTRONIC TRANSACTIONS
11. Conditions of use and access
12. CIPRO
account
13. Payment
models
14. Payment
instruments
15. Agreement of
sale
16.
Refunds
17. General
CHAPTER 1: GENERAL PROVISIONS
1.
Definitions
“annual return” means an annual return provided for in
terms of section 173 of the Companies Act, 1973 (Act No. 61 of 1973);
“browser” means
a computer program which allows a person to surf the internet and access
websites;
“CIPRO” means the Companies and Intellectual Property
Registration Office;
“CIPRO account” means the virtual account created by CIPRO
for a customer on the CIPRO web site following registration by such customer via
the “Customer Registration” facility;
“CIPRO Bank Account” means the following bank account held
by CIPRO at ABSA Bank:
Branch Code: 323
345
Branch Name: Van Der Walt
Street Branch
Account Name: CIPRO Companies
Account Number: 4055 68 1017;
“CIPRO web site” means all the sites on the World Wide Wed
controlled and/or owned by CIPRO;
“content” means, include but not limited to, software and
material;
“customer” means a visitor who is –
(a)
registered with CIPRO via the “ Customer Registration“ facility on the
CIPRO web site; and
(b) transacts
with CIPRO via the CIPRO website; and
includes, but are not limited to, the special categories
“customers”, “company secretaries” and “banks”;
“data” means electronic representations of information in
any form;
“discontinue service” means the withdrawal of the offering
or functionality of a service in part or in total;
“ECT” means the Electronic Communications and Transactions
Act, 2002 (Act No. 25 of 2002)
“fee” means a fee which has been determined in regulations
under the Act concerned and which is indicated on the CIPRO web site at http://www.cipro,gov.za/fees-costs/fees-costs.asp
: Provided that in the event of a possible discrepancy between fees quoted in
such link, due to possible human or software error, the fee concerned as
stipulated in the regulations will prevail;
“forums” means, including but not limited to, bulletin
boards, chat rooms and other public areas found on the CIPRO web
site;
“material” means, including but not limited to, text,
submissions, images, audio and/or video in whole or in part;
“service” includes but are not limited to, the disclosing
of information or lodgement of an application for which a fee is payable;
“software” means, including but not limited to, any images
or files incorporated in or generated by the software or data accompanying such
software;
“submissions” means, including but not limited to, notes,
images, creative materials, ideas, suggestions, concepts, communication
including any data, questions, comments and other information submitted in the
CIPRO web site via transmission by electronic mail or otherwise; and
“visitor” means a person who uses and/or accesses computer
software and/or material via the CIPRO web site.
(1) A service
is available anywhere in the world with the following provisos:
(a) the CIPRO
web site is accessible;
(b) the ABSA
Mall Payment Gateway can process the card transaction; and
(c) the
method of delivery is on-line or to an e-mail address.
(2) CIPRO
strives to make the CIPRO web site available 7 days a week and 24 hours per day
but there are interdependencies and events outside of CIPRO’s control that may
impact web site availability.
(3)
Disclosures and lodgements requiring no intervention from CIPRO officials
can be requested or lodged at any time when the CIPRO web site is available.
(4)
Lodgements or requests that requires intervention by CIPRO Officials may
also be lodged/submitted at any time that the CIPRO web site is available, but
internal processing will only be performed inside CIPRO Office Hours, Monday to
Friday 07:30 to 16:00 excluding public holidays, the period between Christmas
and New Year and other periods of Office Closure as may be announced from time
to time.
(5)
All services rendered by CIPRO are exempted from
VAT.
(6) CIPRO
will render a requested service within a period not exceeding 30 working days of
the receiving date of such request.
(7) The
delivery mechanism and delivery events are as follows:
(a) On-line
disclosure:
(i)
Disclosures are currently available on-line and can send an e-mail copy
to the customer’s e-mail address, (if supplied), as an option.
(ii) The
service is considered rendered/delivered when the disclosure report was
successfully written to the customer’s browser.
(iii) Any failure of
optional e-mail copies shall not constitute a non-delivery if the primary
delivery mechanism is completed.
(b)
Electronic lodgement of forms:
(i)
CIPRO will attempt to send an e-mail containing the result of
electronically lodged form (in the format of a letter and possibly a
certificate) to the customer if an e-mail address is available.
(ii) If no
e-mail address is available, a paper copy of the result letter will be delivered
to the customer’s preferred document delivery address.
(iii) Please note
that the delivery of the service is identified by the acceptance of the
electronically lodged form by CIPRO and the subsequent update of the CIPRO
Database with the information on the form and not by the subsequent delivery of
a result notification in whatever form.
(8) CIPRO
reserves the right to –
(a) introduce
new services;
(b)
discontinue services;
(c) restrict
services rendered over the Internet to selected customers or selected groups of
customers; and
(d) refrain
from making certain services available on the Internet,
at its sole discretion without prior notice to a visitor or
customer.
(9) When
requesting services such as the maintenance of company or close corporation
registration details, CIPRO reserves the right to refuse the customer access to
a specific service if the customer does not have a mandate, properly registered
at CIPRO, to perform the action.
(10) CIPRO reserves the
right to amend its definition of a properly registered mandate and to apply
different criteria in deriving, determining or establishing the mandate
depending on the type of service requested.
No person, business or web site may –
(a) link to
any page on this site without the prior written permission of CIPRO;
(b) frame
this site or any of the pages on this site in any way whatsoever; or
4.
Trade mark, copyrights and restrictions on use
(1) The CIPRO
web site consist of contents which are derived entirely or in part from content
supplied by CIPRO and other sources.
(2) The
content referred to in subparagraph (1) is protected under applicable South
African Copyright and Trade Mark Laws, International Trade Marks and Copyright
Laws and conventions.
(3) A visitor
or customer, with the inclusion of but not the limitation of, may not reproduce,
duplicate, publish, modify, copy, download, upload in any manner, post,
broadcast or transmit, reverse engineer or disenable, display, or distribute or
in any way exploit any of the contents that being software and/or material.
(4) Except in
so far that a visitor or customer may download one copy of the content on any
single computer for such visitor’s or customer’s personal, non commercial home
use only: Provided that all propriety notices and restrictions attached onto the
content are kept intact, unless expressly permitted by the site, or unless prior
written consent from CIPRO has been obtained.
(5) Requests
for permission regarding any issue relating to the contents which fall into the
ambit of the limitations stated above, can be made by contacting CIPRO in
writing at:
LEGAL SERVICES
PO BOX 429
PRETORIA
0001
(6) A visitor
or customer is also strictly prohibited from creating works, and/or software
materials derived from or which are based on the contents found on this site.
(7) The
prohibition referred to in subparagraph (6) applies regardless of whether the
content are sold, negotiated or given away and/or further alienated in any
manner whatsoever.
5.
Access and availability of service and links
(1) CIPRO
contains links to other related World Wide Web Internet sites.
(2) No
inference can be made or representation implied that CIPRO is connected with,
operates or controls these linked web sites.
(3) Whether
or not these linked sites are in fact affiliated with CIPRO, CIPRO is not
responsible for the content on the aforesaid sites.
(4) The
linked sites are for a visitor’s or customer’s convenience only and such
visitor’s or customer’s access thereto is at his/her own risk.
(5) When
visiting linked sites a visitor or customer must refer to that linked site’s
individual terms of use and cannot rely on the terms of this agreement.
6. Submissions /
bulletin boards
(1) Any
submissions shall be deemed to be and remain the exclusive property of CIPRO.
(2) The
various forums content, which are found on the CIPRO web site, shall be deemed
to remain the exclusive property of CIPRO.
(3) CIPRO has
the right, but not the obligation to monitor and review submissions submitted by
visitors or customers, in the forums.
(4) CIPRO
shall not be responsible for any of the content of these messages.
(5) CIPRO
further reserves the right to delete, move or edit submissions that CIPRO, in
its exclusive discretion, deems abusive, defamatory, obscene or in violation of
any Copyright or Trade Mark laws or otherwise objectionable.
7.
Rules of conduct for the visitor and customer
(1) A visitor
or customer with the inclusion of but not the limitation of, agrees that he/she
will not transmit submissions to the CIPRO web site that -
(a) use any
of the forums for illegal purposes;
(b) are for
purpose of spamming;
(c) restrict
or inhibit any other visitor or customer from using and enjoying the forums;
(d) are
unlawful, threatening, abusive, defamatory, obscene, vulgar, profane
pornographic and/or allow for indecent information that constitutes a criminal
offence and/or gives rise to a civil liability claim or otherwise violates any
local, national or international law;
(e) violate
the Copyright, Trade Mark or other Intellectual property rights of any other
person by the submission of the content to CIPRO web site through the forums or
other avenues, which allow for such submissions. A visitor or customer by the
transmission of content in any manner whatsoever, represents to CIPRO that they
are the rightful owner of such content transmitted or that the visitor or
customer has obtained permission from the rightful owners to submit such content
transmitted;
(f)
contain viruses or other harmful content; or
(g) are
intended for commercial purposes, contain marketing or promotional materials or
are intended to solicit donations.
(2) A visitor
or customer agrees that all submissions become the exclusive property of CIPRO.
(3) A visitor
or customer agrees that he/she shall be solely liable for any damage resulting
from any infringement of Copyrights, Trade Marks and other proprietary rights or
any other damages resulting from such a submission.
(4) A visitor
or customer further indemnifies and holds CIPRO harmless against all claims for
any damages whatsoever arising from the use of the CIPRO web site.
8. Damages,
warranty, indemnity
(1) A visitor
or customer expressly agrees that the use of the CIPRO web site is at his/her
sole risk.
(2) CIPRO
does not guarantee or warrant;
(a) that the
CIPRO web site will be uninterrupted;
(b) that the
CIPRO web site will be default free and that the defects will be corrected;
(c) that the
results that may be obtained from the use or application from information gained
from the CIPRO web site in so far as accuracy and content of any such
information is concerned;
(d) that the
servers that make the content available are free from viruses and other harmful
content;
or
(e) any
merchandise provided through the CIPRO web site.
(3) The CIPRO
web site is provided "AS IS" and on an "IS AVAILABLE" basis, without any
representation or endorsement made and without warranty of any kind whether
express or implied, including but not limited to warranties of satisfactory
quality, non- infringement, title, security and compatibility.
(4) A visitor
or customer acknowledges and confirms CIPRO indemnity to, including but not
limited to, indirect, direct, incidental, special, consequential or punitive
damages arising from the use of or inability to use CIPRO sites.
(5) A visitor
or customer acknowledges that the provisions of this paragraph shall apply to
all the contents of the CIPRO web site.
(6) The
disclaimer of liability applies to damages or injury, including but not limited
to, indirect, direct, incidental, special, consequential or punitive damages or
any damages whatsoever arising from use or loss of use of data or of profits,
whether in breach of contract, tortious action, negligence, or under any other
cause of action.
(7) If any of
the terms and conditions of this agreement should be deemed to be unlawful,
invalid or otherwise unenforceable by reason of the laws of any state or country
in which these terms and conditions are intended to be effective than to the
extent only and within the jurisdiction in which that term and condition is
illegal, invalid or unenforceable, it shall be severed and deleted from this
agreement and the remaining terms and conditions shall survive, remain in full
force and effect and continue to be binding and enforceable.
9.
General
(1) This
agreement, the terms, conditions and operating rules for the CIPRO web site,
constitute the entire agreement between the parties with respect to the subject
matter hereof.
(2) The
agreement and the terms and conditions shall be governed and construed in
accordance with the laws of the Republic of South Africa.
(3) Any
dispute arising here from shall be exclusively subject to the jurisdiction of
the courts and/or Tribunals of the Republic of South Africa.
(4) The
paragraph headings used herein are for convenience only and shall be of no legal
consequence.
(5) CIPRO may
at any time revise these terms and conditions by updating the postings.
(6) A visitor
or customer is bound by such revisions and should therefore periodically visit
this agreement to review the then current terms and conditions to which he/she
is bound.
(5) CIPRO
shall have the exclusive right to at any time change or discontinue any aspect
or feature of the CIPRO web site.
10. Agreement to
and termination of agreement
(1) The use
of or access to these sites constitutes a visitor’s or customer’s acceptance of
terms and conditions hereof, which are binding on such visitor or customer and
take effect on a date which such visitor or customer first makes use of, or
access to the CIPRO web site.
(2) If a
visitor or customer does not accept all the terms and conditions in full, such
visitor or customer must exit the site immediately.
(3) CIPRO has
the exclusive discretion to terminate the agreement at any time.
(4) After a
visitor or customer has exited the site as aforesaid such visitor or customer
must destroy all content, whether materials or software, obtained from the site
and all copies thereof.
(5) In the
event of a visitor or customer failing to exit the site as aforesaid CIPRO has
the right to claim any indirect, direct, incidental, special or punitive damages
caused to CIPRO from such visitor’s or customer’s unauthorized access and/or use
of the CIPRO web site.
(6) A visitor
or customer indemnifies CIPRO against any claims for damages of whatsoever
nature caused to another party by such visitor or customer unauthorized use
and/or access of the sites.
CHAPTER 2: PROVISIONS SPECIFICALLY APPLICABLE TO CUSTOMERS
AND ELECTRONIC TRANSACTIONS
11. Conditions of
use and access
(1) In order
to make use of fee carrying services, a person must register as a customer using
the “ Customer Registration“ facility on the CIPRO web site.
(2) A
customer must ensure that all the details provided by him/her for his/her
registration are true and correct at all times as CIPRO shall not be liable for
any expenses, costs or damages incurred as a result of incorrect
details.
(3) A
customer is responsible for securing his/her customer login password and such customer
login password may not be disclosed to unauthorized persons, as such customer
will be held responsible for all transactions performed with his/her login and
password.
(4) A
customer must immediately notify CIPRO in writing of any unauthorized use of
his/her password or of any other breach of security
(5) When a
person registers as a customer he/she consents to receiving communications from
CIPRO electronically.
12. CIPRO account
(1) After
successful registration referred to in paragraph 2, a customer must deposit
money into his/her CIPRO account in the manner determined in paragraph 13.
(2) Whenever
a customer requests a service, the customer’s CIPRO account will be checked for
sufficient funds to cover the fee for the requested service.
(3) If no or
insufficient funds are available in the customer’s CIPRO account, the funds in
such account must be replenished by using the payment instruments referred to in
paragraph 14.
(4) If
sufficient funds are available in the customer’s CIPRO account, the fee for the
requested service will be deducted from such account immediately and the request
will be scheduled for servicing.
(1) This model is called the
Declining Balance Deposit Mechanism.
(2) This model is based on the principle that all prospective
customers register as users on the CIPRO web site.
(3)
Logging on as a registered user will provide access to fee
carrying services on the CIPRO web site.
(4) Before
accessing any fee carrying services on the CIPRO web site however, the user will
be required to make a deposit in a virtual account created for him/her by CIPRO.
(For the various instruments available for depositing funds into the virtual
account, refer to Paragraph 14): Provided that the balance of the deposit is
sufficient to cover the cost of the service, any fee carrying services will then
be rendered by CIPRO after reducing the customer’s balance with the cost of the
service.
(5) Deposits by a
customer into his/her CIPRO account can only be used for the rendering of CIPRO
web services.
(6) A
customer can view or print a full record of a transaction that is maintained for
a period of one (1) month on the CIPRO web site.
14. Payment
instruments
(1) Credit
card
(a) Before
rendering the service, the customer’s declining deposit balance with CIPRO is
checked to ensure sufficient funds are available.
(b) If
sufficient funds are not available, the customer is redirected to the ABSA Mall
along with reference information provided by CIPRO.
(c) The
customer processes the money transfer transaction on the infrastructure provided
by ABSA bank and ABSA bank will then inform both CIPRO and the customer
electronically of the outcome of such transaction.
(d) Upon
receiving a notice of a successful transaction, CIPRO increases the balance of
the customer’s declining balance deposit account with the amount indicated by
the bank.
(e) At no
time will CIPRO record the customer’s credit card details.
(f)
CIPRO reserves the right to make the credit card payment option available
to selected customers, to specific groups of customers or for selected services
only as it may see fit.
(2) Direct
deposits
If the customer selects the 'pay via bank deposit' option,
instructions will be given on how to deposit money into the CIPRO Bank Account
and would be subject to the following rules:
(a) The
payment must be identified by supplying the reference number in the reference
section of the deposit slip or on the electronic transfer - This information
will enable CIPRO to identify the deposit and allocate it to the correct virtual
account;
(b) no
transfers must be made from ATM's as it does not support the supply of the
reference number;
(c) cheque
deposits are subject to a clearing period;
(d) the
customer’s virtual account will only be updated when CIPRO receives confirmation
of the deposit by means of an electronic bank statement - This will typically
happen on the next working day.
15. Agreement of
sale
(1) The
agreement of sale, whereby CIPRO can proceed to deduct the fee concerned from a
customer’s CIPRO account in order to render the requested service, is concluded
at the time when and place where the CIPRO receives such customer’s acceptance.
(2)
Acceptance referred to in subparagraph (1) will occur when the customer
pushed the button titled “Proceed with request”.
(3) Receipt
by CIPRO referred to in subparagraph (1) will occur when CIPRO electronically
(via the CIPRO web site) informs the customer concerned that his/her request has
been received.
16.
Refunds
(1) Deposits
in a customers CIPRO account are refundable but not transferable.
(2) CIPRO
shall only refund monies remaining in a customer’s CIPRO account upon receiving
a written request for a refund.
(3) A
customer referred to in subparagraph (2) may apply to CIPRO in writing for a
refund if he/she -
(a) wishes to
terminate his/her registration as a customer; or
(b) is
informed that his/her requested service will not be rendered and he/she does not
wish to retain the money he/she deposited into his/her CIPRO account or the
remainder thereof for later use.
(4) If a
customer requests the incorrect service, selects the incorrect enterprise for a
disclosure, submit the incorrect type of form (eg CK7 when it should have been a
CM5), supply incorrect information when submitting a form, made a typing error or spelling error, etc and CIPRO renders the service, CIPRO shall not be liable to refund the
fee concerned.
(5) If the
delivery of the rendered service fails without CIPRO being aware thereof, CIPRO
will first be offered the opportunity of delivering the service (produce a
confirmation certificate or certificate disclosure) before any claim for credit
notes by the customer concerned will be entertained.
(6) No
lodgements or disclosures can be refunded by CIPRO without proof that the
lodgement was unsuccessful due to an error (human or otherwise) attributable to
CIPRO or proof that the disclosure failed in a substantive way.
(7) Refunding
referred to in subparagraph (2) will be done by CIPRO within 30 days in a manner
to be agreed upon between CIPRO and the customer concerned.
17. Suspension of
accounts
(1) CIPRO
reserves the right to suspend any CIPRO account if it suspects any corrupt,
illegal or fraudulent activity is linked to that CIPRO Account.
(2) CIPRO will
reactivate a suspended CIPRO account if it has been satisfied that no corrupt,
illegal or fraudulent activity is linked to
that CIPRO Account.
(3) CIPRO
reserves the right to verify any CIPRO account before reactivating a suspended
CIPRO Account.
18. General
(1) A
customer may at any time inquire on the progress of his/her request by
contacting the CIPRO Customer Contact Centre.
(2) If a
customer is dissatisfied with the service rendered/not rendered by CIPRO, he/she
may lodge a complaint by e-mail with CIPRO Customer Contact Centre who will
forward such complaint to the business unit concerned within CIPRO.
(3) A
customer referred to in subparagraph (2) must lodge such a complaint within 14
working days of receiving notice from CIPRO that such service was rendered/not
rendered.
(4) If a
complaint referred to in subparagraph (2) is not resolved according to the
customer concerned, the provisions in paragraph 9(3) shall apply.