Simpletech Online Store Terms for the sale of Goods & Services via Electronic Channels

 

INTRODUCTION

These Terms are the general terms of the relationship between Simple Sound Technology CC t/a Simpletech (“We” or “Us”) and Customer (“You” or “Your”). These Terms cover the use of this website, including any other of Our marketing material. By visiting and using this website, You accept and agree to these Terms. These Terms also cover any transactions (including any transaction carried out electronically using a computer or network, or in person) where We provide You with goods or services. The commercial terms of any transaction between Us will be contained in an Order that will incorporate these Terms. The Order will prevail if there is a conflict of meaning. Nothing in these Terms obligates either party to enter into any Orders.

These general terms and any specific terms form an agreement between You and Us which is binding. If You do not accept any term, then You may not enter into transactions with Us or visit Our online store. By using Our services, You hereby agree and acknowledge to be bound by these Terms and any Orders subsequently entered into.

DEFINITIONS AND INTERPRETATION

Definitions. We have given the meanings of some words to be consistent. These words usually begin with a capital letter. Singular words include the plural and the other way round:

“Affiliate” means any parent company, subsidiaries, joint ventures, or other companies under a common control;

"Agreement" means the agreement between You and Us, consisting of these Terms and any Orders the parties enter into;

“Customer” or “You” means any person who visits this website or concludes an Order;

“ECT Act” means the Electronic Communications and Transactions Act 25 of 2002;

“Effective Date” means in respect of each Order, the effective date stipulated in each Order, in the absence of which it will be the date the Order is accepted by Us;

“EULA” means an end user license agreement;

“Fees” means the fees, charges, or purchase consideration that You will pay to Us in respect of Goods and Services provided by Us under Orders;

“Goods” means any goods We provide to You, under Orders;

“Order” means a goods or services Order agreed to and signed by both the parties describing the specific Goods or Services to be provided by Us to You;

“Services” means any services We provide to You, under Orders;

“Service Levels” means the levels according to which We will provide each Service as agreed by the parties;

“Sign” means the handwritten signature or advanced electronic signature of the duly authorised representative of a party;

“Signature Date” means the date of signature by the party signing last;

"Terms" means these terms, consisting of:

1. these terms; and

2. any other relevant specific terms, policies, disclaimers, rules and notices agreed between the parties, (including any that may be applicable to a specific section or module of this website or any specific Goods or Services);

“We” means Simple Sound Technology CC t/a Simpletech

“Writing” means any mode of reproducing information or data in physical form and includes hard copy printouts, handwritten documents, fax transmissions, but excludes information or data in electronic form.

Definitions in the Order. Words defined (or assigned a meaning) in the Order will have that meaning in these Terms, unless the context clearly indicates otherwise.

Interpretation. The singular includes the plural and the other way around. Any gender includes the other gender. Natural persons include corporate or unincorporated bodies, and the other way around. The headings of the clauses are only for information. Do not consider them when You interpret the document.

Conflict. If there is a conflict of meaning between these terms and any other relevant specific terms, policies, disclaimers, rules and notices agreed between the parties, the specific terms will prevail in respect of Your use of the relevant section or module of the website or Goods or Services. If there is a conflict between the terms and an Order, the provisions of the Order shall prevail.

TERM

These Terms commence on acceptance and continue until terminated.

USE OF THIS WEB SITE

License to use this website. We grant You a limited, revocable license to use this website subject to the Agreement. Any person wishing to use this website contrary to the Agreement must obtain Our prior written consent.

Framing. No person, business, or website may frame this website or any of the pages on this website.

Linking. You may link to the website only by linking to the home page [insert hyperlink] of this website. We prohibit You from “deep linking” to any other pages in a manner that would incorrectly suggest Our endorsement or support for or suggests You are the owner of any of Our intellectual property.

Spiders and Crawlers. No person, business, or website may use any technology (including spiders or crawlers) to search and gain any information from this website.

MODIFY

We may modify, suspend, or discontinue providing this website or any Goods or Services (with or without notice) and will not be liable.

USER ACCOUNTS

Passwords and Security. Only a registered Customers can make offers. You are responsible for keeping Your password secure. You are solely responsible and liable for activities that occur under Your account. You authorise Us to act on any instruction given under Your account, even if it transpires that someone else has defrauded both You and Us, unless You had notified Us prior to Us acting on a fraudulent instruction.

Customer Accounts. Customer accounts registered by bots or other automated methods are not permitted. You must provide Your full legal name, a valid email address, and any other information requested in Order to complete the registration process. One person may only use each login - We do not permit multiple people to share a login.

Deactivation or deletion by Customer. You may deactivate or delete Your account, for any reason.

ORDERS

Invitation to do business. The marketing of the Goods or Services by Us is merely an invitation to do business or for You to make an offer to procure Goods or Services. The parties only conclude a valid and binding Order when We accept the offer made by You. Unless proven to the contrary, We only accept an offer relating to Goods, when We ship the Goods. If only part of the Goods relating to an offer are shipped, We only accept that portion of the offer. Unless proven to the contrary, We only accept an offer relating to Services, when We begin providing the Services. We may accept or reject any offer. If We does not accept any offer, then We will refund any monies already paid by You. We may accept or reject an order depending on but not limited to: the availability of goods, the correctness of the information relating to the goods / services and receipt of payment. Acceptance or rejection of an order will be confirmed via email registered to your account.

Cancel. We may cancel any Order at any time in its absolute discretion. Any monies You have paid for the cancelled Order will be refunded.

Fees. Despite Our best efforts, the stated Fees may be incorrect. We will confirm the Fees for any Goods or Services when We accept the Your offer.

Third party terms. If a third party supplies or delivers any Goods or Services directly to You, third party terms or conditions may apply. You are solely responsible to ensure they understand and agree to those terms.

Time and place. The parties conclude any agreement between them at the time when Our duly authorised representative accepts the relevant offer and at the place where We have Our head office. We do not need to communicate the acceptance of the offer to You.

Orders. The Terms in effect at the time You make an offer will govern the Order. Each Order will create a separate agreement. Despite that, We may consider the breach of any one Order to constitute a breach of any or all Orders.

Stock availability. We may not always have the Goods on which You make offers in stock. You may cancel the offer or make another offer on the part of the Goods that are in stock.

Returns. Goods may be returned for a full refund or exchange within seven (7) days from receipt of shipment or collection where such goods are defective or unused. If Goods are found to be defective, this must be reported as soon as reasonably possible after the Goods have been delivered to you.

Nothing withstanding the above, the followings goods will not be eligible for refund or exchange:

1. Special order Goods;

2. Pre-owned Goods;

3. Goods previously used for demonstration purposes and which have been marked as such;

4. Goods which have incurred physical damage.

5. Any used or open items for which a refund or exchange has been requested will incur a handling fee of 25% plus shipping costs from our supplier.

If the Goods have been approved for return:

You will be entitled to indicate whether you wish to exchange the item or receive a refund. Should you elect to select a full refund, such refund will be made to you within 30 days of the date of acceptance of refund.

We will notify you and either arrange for our couriers to collect the item from you or ask you to return the item to our current warehouse location, dependent on your original order’s shipping method.

 

CAPACITY OF THE Customer

Each Customer represents and warrants that it (and any person who places an Order on the website):

1. is old enough under applicable law to enter into the Agreement;

2. is legally capable of concluding any transaction in Your own capacity or on behalf of the party You represent;

3. possesses the legal right, full power, and authority to enter into the Agreement;

4. is authorised to use the password required for any account; and

5. will submit true, accurate and correct information to Us and this website.

If You are younger than 18 years of age, You warrant that You have the consent of Your legal guardian to enter into the Agreement or that You have obtained legal status in another manner.

GOODS

Sale. We sell to You who purchases the Goods on the terms of the Agreement.

Countries. You may only make offers for Goods for delivery to South Africa.

Shipping and packing. We will display all available shipping options and charges before You complete Your purchase. Unless otherwise agreed in writing, We will select the specific mode of shipment of the Goods and the cost of shipment will be for Your account. We will pack the Goods in accordance with Our packaging specifications for the Goods and the cost of packaging will be included in the Fees.

Time until dispatch. Once We receive an offer, We will endeavour to dispatch the Goods as soon as reasonably practicable (which may be longer than 30 calendar days) to the address specified in the offer after receipt of full payment. We will try to adhere to the estimated delivery dates but accept no liability for failing to do so. You may not withdraw any offer due to a delay in delivery.

Risk and ownership. All risk of loss or damage to the Goods will pass to You upon physical delivery of the Goods to Your delivery address. Ownership in the Goods will only pass to You upon the payment in full of the Fees.

SERVICES

If Service Levels have been requested by You, we will provide the Services at the Service Levels agreed upon in the relevant Order.

FEES AND PAYMENT

Due Dates. Payments must be made promptly on the Due Date, without any deduction, set off or demand and free of exchange in the currency specified in the Order.

Manner of payment. You must make payment in the manner specified in the Order.

Appropriation. We may appropriate any payment received from You towards the satisfaction of any indebtedness You have with Us under the Agreement.

Withhold payment. You may not withhold payment of any amount due to Us for any reason.

Certificate. A certificate, signed by an accountant appointed by Us, of the amount due by You and the date on which it is payable will be conclusive irrefutable proof of the correctness of the certificate’s contents.

Tax. All fees exclude any tax (including value added tax and other taxes levied in any jurisdiction), duty (including stamp duty), tariffs, rates, levies and any other governmental charge or expense payable, which will be payable where applicable by You in addition to the fees.

Costs to implement. Unless otherwise stated, the parties will bear their own costs to implement (or perform their obligations under) the Agreement.

Payment profile. You and any signatory consent and agree that We may provide any registered credit bureau with information about the payment of amounts.

WARRANTY

Warranty. The Goods will be subject to any warranty indicated in the description of the Goods appearing on the website, the accompanying documentation or packaging. Please review those documents carefully. You will have the same rights against Us as We have against the supplier regards defects in the Goods, the intention being that Our liability to You will be co-extensive with the right of recourse We have against the supplier. We will provide a copy of any warranty on request. To the extent legally possible, We assign to You the benefit of any supplier warranties that a supplier may give to Us regards the Goods. You may not waive any of Our common law rights as against the supplier.

Sales representatives. No sales representatives of ours has the authority to bind Us and no representation, warranty or any other statements made or given by any sales representative of ours will be binding on Us, unless given in Writing and Signed by a duly authorised representative of ours.

SOFTWARE

Please note that intellectual property laws protect all software. Our software is licensed, not sold and You shall have no rights to it under any circumstances whatsoever.

RESALE AND EXPORTS

If a You wish to resell or export any Goods, You must obtain all required consents or licences under all applicable laws and regulations, that may affect or regulate such resale or export.

INTELLECTUAL PROPERTY

Ownership. Except as provided to the contrary in the Agreement, all right, title, interest, and ownership (including all rights under all copyright, patent, and other intellectual property laws) in, to or of this website are the sole property of or will vest in Us or a third party licensor. All moral rights are reserved.

Trademarks. Our logo and sub-logos, marks, and trade names are Our trademarks and no person may use them without permission. Any other trademark or trade name that may appear on this website or Our other marketing material is the property of its respective owner.

Restrictions. Except as expressly permitted under the Agreement, this website may not be:

1. modified, distributed, or used to make derivative works;

2. rented, leased, loaned, sold or assigned;

3. decompiled, reverse engineered, or copied; or

4. reproduced, transferred, or distributed.

Prosecution. All violations of proprietary rights or the Agreement will be prosecuted to the fullest extent permissible under applicable law.

DISCLAIMER OF WARRANTIES

Disclaimer. Use of this website is at Your sole responsibility and risk. This website is provided on an “as is” and “as available” basis. Except for the warranties given in the Agreement, We expressly disclaim all representations, warranties, or conditions of any kind, whether express or implied, including:

1. any implied warranties or conditions of satisfactory quality, no latent defects, merchantability, fitness for a particular purpose, accuracy, system integration, quiet enjoyment, title, and non-infringement; or

2. any warranties regards third party software.

We do not warrant that this website will meet Your requirements or be uninterrupted, be legally effective or complete, timely, secure, error-free or free from infection by malicious software. You should keep up-to-date security software on the systems used to access this website.

Exclusion of liability. Despite any warranty given by Us, We will not be liable regards any defect arising from:

1. fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow its instructions (whether oral or in writing), misuse, or alteration or repair of the Goods without Our express prior approval;

2. attachments, features or devices used on the Goods that are not supplied or approved in writing by Us;

3. the use of any version other than the current version of the correct operating system software.

INDEMNITY

You agree to indemnify, defend, and hold Us harmless (and Our subsidiaries, Affiliates, officers, agents, co-branders or other partners, and employees) from and against any claim, demand, loss, damage, cost, or liability (including reasonable attorneys' fees) arising out of or relating to its use of this website.

Direct damages limited. To the extent permitted by applicable law, regardless of the form (whether in contract, tort, or any other legal theory) in which any legal action may be brought, Our maximum liability to You for direct damages for anything giving rise to any legal action will be an amount equal to the total fees already paid by the You for the Goods or Services related to the claim. The aggregate amounts for all claims will not be greater than the maximum amount.

Indirect damages excluded. To the extent permitted by applicable law, in no event will We (or Our personnel) be liable for any indirect, incidental, special or consequential damages or losses (whether foreseeable or unforeseeable) of any kind (including loss of profits, loss of goodwill, damages relating to lost or damaged data or software, loss of use, damages relating to downtime or costs of substitute products) arising from the Agreement.

Other website, goods, or services. We are not liable for any other website, goods, or service provided by any third party.

TERMINATION

The Agreement will automatically terminate if We discontinue this website, Goods or Services.

If You:

1. commit a breach of the Agreement;

2. repeatedly infringes the copyrights or other rights of others;

3. fails to pay any amount due and fails to remedy the breach within 2 calendar days of having been called on in writing to do so;

4. effects or attempts to effect a compromise or composition with its creditors; or

5. is provisionally or finally liquidated or placed under judicial management;

You agree that We may, to the extent permitted by applicable law and without prejudice to Our rights in the Agreement or in law, deactivate or delete the Your account, terminate access to or use of the website, claim specific performance of the Agreement, or cancel the Agreement immediately on written notice and claim damages from You (including, any claim for any Fees already due).

Effects of termination. On the deactivation or deletion of a Your account, the Agreement will terminate, and access rights will immediately cease to exist. On termination, cancellation or expiry of any Order, all amounts due to Us for Services rendered or Goods ordered prior to termination will become due and payable even if We have not invoiced them. You may not withhold the amounts for any reason, unless the arbitrator directs otherwise. The termination, cancellation, or expiry of an Order will not affect the enforceability of the terms that are intended to operate after expiry or termination.

NOTICES AND DOMICILE

Notices. All notices, authorisations, disclosures, acknowledgements, and requests must be sent by hand, prepaid registered post, courier, facsimile, or electronic mail to the addresses and numbers provided on this website. By providing contact information, each party consents to its use for administering the relationship by the other party and other third parties that help a party administer the relationship.

Domicile. Each party chooses its addresses and numbers provided on this website as its domicilium citandi et executandi (its domicile for being served summons and execution levied) for all purposes.

Change of addresses and numbers. Each party may change the addresses and numbers provided on this website.

Deemed Delivery. Notice will be deemed delivered on the date shown on the by hand, prepaid registered post, courier, facsimile or electronic mail confirmation of delivery.

Notice actually received. If a notice is actually received by a party, adequate notice will have been given.

CIRCUMSTANCES BEYOND CONTROL

No party will be responsible for any breach of the Agreement caused by circumstances beyond its control, including any breakdown or failure of power supply, the Internet, any telecommunications systems, or any computer hardware or software.

CESSION AND ASSIGNMENT

No party may delegate its duties under the Agreement or assign its rights under the Agreement, in whole or in part. We may only assign the Agreement to any successor or purchaser of its business or some of its assets.

GENERAL

Entire Agreement. The Agreement constitutes the entire agreement between the parties in respect of the subject matter of the Agreement.

Changes. The Agreement may be changed at any time by Us and where this affects Your rights and obligations, We will notify You of any changes by placing a notice in a prominent place on this website or by email. If You does not agree with the change then You should stop using this website. If a You continue to use this website following notification of a change to the Agreement, the changed terms will apply to the You.

Facts related to website. A certificate, signed by an administrator of this website, of any fact related to this website (including the version of the Terms that governs a particular Order or dispute and what content was published or functionality was available on the website at a specific point in time) will be conclusive irrefutable proof of the correctness of the certificate’s contents.

Waiver. No granting of time or forbearance will be, or be deemed to be, a waiver of the Agreement and no waiver of any breach will operate as a waiver of any continuing or subsequent breach.

Severability. If any term is void, unenforceable, or illegal, the term will be severed and the remainder of the Agreement will have full force and effect, provided the severance does not alter the nature of the Agreement.

Governing Law and jurisdiction. The Agreement is governed by and must be interpreted under the laws of the Republic of South Africa and You agree to submit to the exclusive jurisdiction of the South African courts.

Right to reference. You consents to Us using Your name in any marketing or sales material.

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