Terms of sale
These are the general terms of our relationship with you. They cover any transactions where we provide goods or services to you. Under these terms:
An order is a separate document or form, including a webform, that contains the commercial terms of each specific transaction and incorporates these terms.
2.1. Composition.
The agreement consists of these terms of service and any orders or any other specific terms applicable to the services.
2.2. Definitions in the agreement:
business day means any day other than a Saturday, Sunday, or holiday (including a public or bank holiday) in the jurisdiction where we are organised;
business hours means our normal business hours on business days;
day means a day counted from midnight to midnight, including all days of the month, Saturdays, Sundays, and public holidays;
sign means the handwritten signature or an electronic signature that the parties agree to use, of each of the parties’ duly authorised representatives; and
we, us, or our means DTF Central (Pty) Ltd
writing means the reproduction of information or data in physical form or any mode of reproducing information or data in electronic form that the parties agree to use, but excludes information or data in the form of email;
you, you or your means our customer who places orders with us.
2.3. Interpretation.
The following rules apply to the interpretation of the agreement:
2.4. Departure.
These terms apply to all our customers and are not generally open to negotiation for reasons of consistency. Should the parties negotiate any departure from these terms, they will record that departure in the relevant order or other specific terms.
2.5. Conflict.
If there is a conflict of meaning between these terms and any word or phrase in an order or other specific terms, the meaning in the order or specific terms will prevail in respect of the relevant services.
3.1. Commencement.
These terms start whenever you accept them by:
and continue until terminated.
3.2. Automatic renewal.
If an order involves a subscription, the agreement will continue automatically from the end of the initial term or subsequent automatic renewal period for an automatic renewal period equivalent to the initial term.
3.3. Renewal termination.
Either party may terminate the agreement before the end of the initial term or subsequent automatic renewal period by giving the other party at least 30 calendar days prior written notice.
4.1. Placing orders.
You place orders with us whenever you place an order for goods through the website. These orders are offers to us to buy our goods or services.
4.2. Capacity and authority.
You promise that you have the legal capacity and authority to enter into the agreement.
4.3. Invitation to do business.
Marketing is merely an invitation to do business and we only conclude the agreement when we actually ship the goods to you.
4.4. Cancellations.
We may cancel any order, but we will refund any money you have paid in relation to that particular order if we do.
4.5. Fees.
Despite our best efforts, the stated fees may be incorrect. We will confirm the fees for any goods when we accept your offer.
4.6. Time and place.
We conclude the agreement when we accept the order and where we are domiciled when we do.
4.7. 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.
4.8. Separate agreements.
Each order is a separate agreement, but you are deemed to have breached all of them if you breach one of them.
5.1. Sale.
We sell the goods to you who purchases them on the terms of the agreement.
5.2. Countries.
You may only make offers for goods for delivery to the countries specified by us. If your shipping or billing address is not amongst those specified, you must not make an offer. We are only able to sell into the countries specified, and we are only able to ship to those countries.
5.3. Freight and packaging.
Unless otherwise agreed in an order the goods will be supplied on the following basis:
5.4. 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. 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.
5.5. 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 full payment of the fees.
5.6. Warranty.
The goods will be subject to any warranty indicated in the description of the goods appearing on the accompanying documentation, packaging, or EULA. 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.
5.7. Sales representatives.
None of our sales representatives have the authority to bind us and no representation, warranty or any other statements made or given by any of our sales representatives will be binding on us, unless given in writing and signed by our duly authorised representative.
5.8. Resale and exports.
If 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.
6.1. Right.
We grant you a right to use the services in the form of the website subject to the following limitations:
6.2. Breach.
We may cancel your right if you breach the agreement.
6.3. Basis.
We provide the online services to you on the following basis:
6.4. Access conditions.
We will only provide online service access to you or your authorised users (where you are a juristic person) on the conditions that you or each one of them will:
6.5. Availability.
We will do our best to make the online services available at all times, however we cannot guarantee that they will always be available. We may make them unavailable for scheduled and emergency maintenance.
7.1. Definition.
Your data is any data belonging to you or your customer that:
but excludes any derived data that we create for our own purposes or which is proprietary or confidential to us or our third party contractors.
7.2. You own it.
You own all your data, but give us a right to use it to provide the services when you provide us with access to it.
7.3. We do not own it.
We do not own any of your data. However, we do own our derived data. Your data does not include any derived data that we create for our own internal purposes. Derived data is any of our own data that we create from your data, such as through aggregation, de-identification, or anonymisation.
7.4. Responsibility.
We take the protection of your data very seriously and will always do everything in our power to protect it. However, we are not responsible for any of your data stored on the online services, you provide it to us at your own risk, and you indemnify us against any liability for it to the extent allowed by applicable law, including liability for data breaches, unauthorised access, and third party claims.
7.5. Location.
Your data will remain wherever we place it initially, unless we have to transfer it to another country to comply with our obligations to you. You consent to us transferring it to our group of companies, associated companies, service providers, or agents who may be located in other countries for the purpose of providing the services.
8.1. Definition.
Confidential information is any information that the parties share with one another in terms of this agreement with the intention that the other party should keep it secret, such as personal information, business records, or customer details.
8.2. Responsibilities.
Each party will keep any confidential information it receives from the other party under the agreement confidential and the receiving party will:
8.3. End of agreement.
The parties will give back to the other all confidential information of the other that they have at the end of the agreement, unless:
8.4. Indemnity.
Each party indemnifies the other against any loss or damage that the other may suffer because of a breach of this clause by a party or its employees or agents.
8.5. Survival.
This clause about confidential information is separate from the rest of this agreement and remains valid for five years after the end of this agreement.
9.1. Ownership.
We or our third party licensors own all proprietary rights in our goods or services and we or they may prosecute you for any violations of those rights.
9.2. Our technology.
Our technology is anything that we have or acquire rights in and may use to perform our obligations under the agreement.
9.3. Retention of rights.
We own all intellectual property rights in our technology and you may not use those rights without our permission. You do not acquire any rights in our technology if we use it to provide the goods or services to you.
9.4. Our trademarks.
Our trademarks are our property and you may not use them without our permission. All other trademarks are their respective owners’ property.
9.5. Restrictions.
You may not change, hire out, reverse engineer, or copy the goods or services without our permission.
You will not contract with any of our personnel, other than through us, who were involved in providing the goods or services under an order for the duration of that order or for 12 calendar months after its termination.
11.1. Payment.
You will pay us the fees on the due date in the manner agreed between the parties in writing. You may not withhold payment of any amount due to us for any reason.
11.2. Late payments.
Additional charges agreed between the parties in writing apply to any payment we receive after the due date and you must pay them to us on demand. We may stop providing any services or withhold or remove any goods until you have paid all amounts due.
11.3. Interest.
Overdue amounts on any outstanding invoice will bear interest for our benefit from its due date until you pay it at whichever rate is higher between:
Interest will be payable on a claim for damages from when the damages were suffered.
11.4. Appropriation.
We may use any money you pay us to settle your indebtedness under the agreement, despite any particular reason you may have paid it to us.
11.5. Certificate.
We may appoint an accountant to sign a certificate that will be proof of the amount due by you and the date on which it is payable.
11.6. Tax.
All fees exclude any tax (unless indicated otherwise), which you will pay where applicable in addition to the fees.
11.7. Payment profile.
We may provide any registered credit bureau with information about your payment of amounts.
12.1. Service warranties.
We warrant that we will:
12.2. General warranties.
We warrant further that we:
13.1. Disclaimer.
You use the goods or services at your own risk and we disclaim all other warranties to the extent allowed by applicable law. We are not liable for any defect that you cause.
13.2. Exclusion of liability.
Despite our warranties, we are not liable for any defects that your negligence, failure to follow our instructions, or misuse causes.
14.1. Agreement warranties.
You warrant that:
14.2. Indemnity.
You indemnify us against any claim for damages by any third party resulting from a breach of your warranties, including all legal costs. Legal costs means the costs that a lawyer may recover from their client for their disbursements and professional services if permissible under applicable law.
15.1. Direct damages limited.
We are only liable to you for any direct damages that the goods or services may cause up to the total amount of fees that you have already paid us for them.
15.2. Indirect damages excluded.
We are not liable for any other damages or losses that the goods or services may cause you.
15.3. Your default.
We are not liable for any damage or loss that your breach, misrepresentation, or mistake causes.
16.1. Breach.
If either party
then the other party may:
16.2. Suspension.
We may immediately suspend your right to use the website if:
17.1. Termination for good cause.
We may cancel this agreement immediately if we:
If we need to terminate, we will give you as much notice as reasonably possible in writing.
17.2. Duties on termination.
On termination, cancellation, or expiry of this agreement, we will stop providing the goods or services, your right to access the website will cease, and we may erase your data.
18.1. Acceleration.
All amounts due to us for the goods delivered before termination become due and payable on termination, cancellation, or expiry the agreement.
18.2. Assistance.
We may provide you with post termination assistance (such as data retrieval) subject to additional fees and conditions, but are not obliged to.
18.3. No expectation.
The agreement does not create any expectation of continued services, agreement renewal, or any further agreement between the parties.
19.1. Resolving disputes.
Either party may inform the other in writing if there is a dispute. The parties must first try to negotiate to end the dispute, then enter into mediation if negotiation fails, and finally go to arbitration if mediation fails. If they go to arbitration, they will agree in writing on a recognized and appropriate forum for arbitration that is accessible to both parties. Despite this clause, we may apply to court for urgent interim relief while the dispute resolution process is being finalised.
19.2. Mediation.
If negotiation fails, the parties must refer the dispute to mediation under AFSA’s rules. AFSA means the Arbitration Foundation of Southern Africa (or its successor or body nominated in writing by it in its stead).
19.3. Arbitration.
If mediation fails, the parties must refer the dispute within 15 business days to arbitration (including any appeal against the arbitrator’s decision) under AFSA’s latest rules for expedited arbitrations. The arbitration will be held in English in Johannesburg. The parties will agree and appoint one arbitrator. If the parties cannot agree on the arbitrator within 10 business days after the referral, the Secretariat of AFSA will appoint the arbitrator.
19.4. Notices and domicile.
The parties will send all notices to each others’ email addresses and choose their respective street addresses as their service addresses for all legal documents. Our email and street addresses are available on our website, while you provide your email and street addresses to us when concluding the agreement. The parties may change either address on 14 calendar days written notice to the other.
19.5. Beyond human control.
Neither party is responsible for breach of the agreement caused by circumstances beyond human control, but the other party may cancel the agreement on written notice to the other if the circumstances persist for more than 60 calendar days.
19.6. Assignment.
You may not assign the agreement to anyone. We may assign it to any successor or purchaser of our business or some of our assets.
19.7. Relationship.
The agreement does not create an employment relationship between the parties.
19.8. Entire agreement.
The agreement is the entire agreement between the parties on the subject.
19.9. Changes.
We will notify you of any changes to the agreement by email. Those changes will only apply to future goods orders. If you do not agree with the changes, you must stop using the website or ordering from us. If you continue to use the website or place orders with us following notification of a change, the changed terms will apply to you and you will be deemed to have accepted them.
19.10. Waiver.
Any favour we may allow you will not affect any of our rights against you.
19.11. Severability.
Any term that is invalid, unenforceable, or illegal may be removed from the agreement without affecting the rest of it.
19.12. Governing law.
South African law governs this agreement.
Jurisdiction. You consent to the jurisdiction of the Magistrate’s Court in respect of any action or proceedings that we may bring against you in connection with this agreement, even if the action or proceedings would otherwise be beyond its jurisdiction without prejudice to our right to institute any action in any other court having jurisdiction.
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