Entered into and between RAPID LEGAL SERVICES (Pty) Ltd Reg. 2019/414709/07 and/or The Rapid Group of Companies (Pty) Ltd Reg. 2019/594096/07 Hereinafter “RAPID” of The Forum, 2nd Floor, Northbank Lane, Century City, 7441 And the Client Hereinafter “The User”.
TERMS AND CONDITIONS OF THIS AGREEMENT
Please read these terms and conditions carefully. By using Rapid’s products and services, you ‘The User’ are indicating acceptance to being bound by the Terms and Conditions herein.
1.1 Unless out of context:
“Agreement” – means this agreement, which may be changed from time to time, and includes all Annexures that form part of it;
“Rapid” – The terms “we” and “Rapid” are used interchangeably and refer to Rapid itself and all individuals and/or entities acting directly on behalf of Rapid;
“Administrator” – means, a person nominated and invited by the Client to perform functions on behalf of the The User;
“Business Day” – means any day other than a Saturday, Sunday or statutory public holiday in the Republic of South Africa;
“Client” – means the Client whose profile has been utilised for the enrolment and whose details are recorded on the Term Sheet, and any New Client;
“Customer” – means the Client’s customer;
“Customers Bank” – means a bank or other financial institution with which the Customer conducts bank accounts used to process Transactions;
“EFT” – means an Electronic Funds Transfer;
“Hacking” – means the illegal accessing of the User’s or Rapid’s computer systems, whether through the gross negligence of Rapid or not, to destroy, disrupt or carry out illegal activities;
“Instruction” – means an electronic instruction received by Rapid for the purposes of these Terms and Conditions;
“New Client” – means a Client who becomes a party to these Terms and Conditions after signature with the consent of the Client and Rapid;
“Nominated Account” – means the nominated bank account or account nominated by the Client for purposes of clause 4;
“Online Profile” – means the electronic platform made available to Clients for the purposes of accessing the services.
“Party” – means Rapid and/or the Client or User, and not the Customer;
“Password” – means the alphanumeric characters used by each Client to access the Services via the Online Profile;
“Policy” – means a set of rules and actions to which the Parties shall abide in providing Services;
“Products” – means any hardware device and/or software supplied by Rapid;
“Protocol” – means the set of rules to which a Client shall comply to access the Services;
“Services” – means the services available in terms of these Terms and Conditions;
“Terms and Conditions” – means this Electronic Terms and Conditions together with all schedules, protocols and Addenda;
“Term Sheet” – means the price list detailing the fees charged for Services;
“Transaction” – means any transaction performed as a result of an Instruction;
“The User” – the terms “The User” and “You” are used interchangeably and refer to all individuals and/or entities accessing Rapid for any reason;
1.2 Unless out of context, an expression which denotes:
1.2.1 any gender includes the other genders;
1.2.2 a natural person includes an artificial person and vice versa;
1.2.3 any word and expression defined in any clause shall, unless the application of the word or expression is specifically limited to the clause in question, bear the meaning ascribed to the word or expression throughout this Agreement;
1.2.4 the singular includes the plural and vice versa;
2.1 These Terms and Conditions shall commence upon activation of the Client’s account by Rapid, subject to;
2.1.1 The Client shall access the services on providing Rapid with all information and documents to satisfy Rapid’s legal requirements regarding any Administrator and any other relevant persons authorised to initiate a Transaction.
2.1.2 The Client shall appoint and electronically invite an Administrator to use the services.
2.1.3 The Client shall provide all necessary documentation for Merchant Account and/or other third-party service providers as required for the Services.
3.1 The Client is responsible for obtaining and maintaining all necessary approval and authorities imposed by any competent authority and required for the purpose of any Transaction and/or third party service and/or installation, and the Client hereby indemnifies Rapid against any claim or liability suffered by reason of such approval and authorities not having been obtained.
3.2 The Client agrees to comply with all security procedures and Protocols that are put in place by Rapid and communicated to the Client.
3.3 Any loss suffered by the Client as a result of or arising out of failure to comply with clause 3.2 is for the Client’s account.
3.4 The Client acknowledges that Rapid is not a bank and that the Services connect the Client to a registered bank’s payment processing services, and that Rapid is not acting as a trustee, fiduciary or escrow with respect to the Client’s funds, and therefore the Client hereby appoints Rapid as an administrative agent in this regard.
3.5 An instruction placed by the Client is subject to Rapid’s approval in their sole discretion. If Rapid does not approve an instruction, it will inform the Client accordingly.
4.1 Rapid will display the fees for providing Services to the Client in advance. Fees may be varied in terms of clause 10.
4.2 Transaction fees are payable in arrears. Rapid will debit the fees upon transferring the Client’s funds into their Nominated Account, or may collect the fees directly from the Clients account.
4.3 If there are any changes to any law that increases Rapid’s costs, then Rapid is entitled to charge the Client any additional amounts to compensate Rapid for the extra cost.
4.4 In the event that Rapid requires payment for the services provided to the Client to be made by debit order, the Client will commit a breach of this Agreement/Application if the Client:
4.4.1 cancels any such debit orders without the written consent of Rapid;
4.4.2 changes banking details upon which the debit order relies without giving Rapid prior notification of such change and providing Rapid with the new banking details.
4.5 A monthly statement shall be emailed to the address registered by the Client. It shall be the duty of the Client to check the statement in order to ensure that the contents thereof are correct. Unless a query is raised in respect of the contents of a statement within thirty(30) days from date thereof the contents shall be deemed as correct.
4.6 The Client hereby authorises Rapid to debit any bank account held by the Client for the costs owed by the Client in terms of this Agreement/Application.
4.7 Rapid shall be entitled to charge reasonable banking and/or administration fees in the event of the Client defaulting in its payments or any other of its obligations as set out in this Agreement/ Application.
4.8 Any migration from one package to another shall for the duration of this Agreement/Application be subject to Rapid’s approval and Rapid shall be entitled to levy fees for such migrations.
5.1 The Client is responsible for all actions of any person acting or purporting to act on behalf of the Client.
5.2 Rapid need not enquire as to the authority of any person who accesses the facility or initiates a Transaction, provided that use is made of a valid Password, Username and/or Security Certificate or other security measures applicable.
5.3 Rapid shall apply its standard security procedures to verify any Password and Username and security measures put in place by Rapid from time to time.
5.4 Rapid will not process a Transaction to the User without positive confirmation of the Customer’s payment.
5.5 A statement of Transactions provided by an employee of Rapid shall be sufficient proof of such Transactions.
5.6 Rapid reserves the right to impose certain limits with regards to the flow of funds in the system including, but not limited to: funds sent, funds received, and funds withdrawn. Details of what these limits are will be available on the Site and shall always be in compliance with Regulatory Limits.
5.7 Rapid reserves the right to delay the withdrawal of funds in the system and reserves the right to freeze or suspend any account in the system for an indefinite period if there is a reasonable suspicion of illegal and/or fraudulent activity taking place.
6.1 All copyright and ownership of systems provided by Rapid remains vested in Rapid and it’s partners and may not be copied, reproduced, varied, modified or converted in any way. All rights not expressly granted, are reserved. To obtain permission for the commercial use of any content on this site contact Rapid at firstname.lastname@example.org.
6.2 The Parties will not disclose information of a confidential nature relating to Services to any other person, except that a party may disclose information which would otherwise be confidential if: required to do so by law; disclosed to the professional advisors of a party; that has come into the public domain through no fault of that party; or if the other party has given prior written approval for the disclosure.
7.1 The Client warrants that:
7.1.1 all information that it has given, and will give, to Rapid, is correct;
7.1.2 their Administrators have the authority to give Instructions;
7.1.3 they have read and understood, and will abide by these Terms and Conditions;
7.1.4 You, The User, agree that you are solely responsible for actions and communications undertaken or transmitted under your account, and shall not use the Services in such a way that is in violation of any applicable law or regulation.
8.1 Rapid has no liability for any loss, expense, damage or cost incurred by, or any claim made against, any Client arising directly or indirectly out of these Terms and Conditions, the Services or the use or operation of the Services unless arising directly from a wilful or grossly negligent act of Rapid or its employees or as a result of any fraudulent act by Rapid or its employees. Rapid’s liability is limited to the amount of the direct money loss that the Client proves that it has sustained.
8.2 The Client indemnifies Rapid and as a stipulation for their benefit likewise indemnifies the Third Party’s Bank and undertakes to hold each of them harmless against any direct money loss they may suffer or become liable for arising from non-compliance by the Client with these Terms and Conditions, computer error, unauthorized use of the Services by the Client and/or any other person authorized or purporting to act on behalf of the Client, resulting in incorrect, unauthorized wrongful Transactions;
8.3 The Client acknowledges that (notwithstanding any contradicting statements in these Terms and Conditions) independent laws, rules, and/or regulations may prevent or delay the processing of any specific request or Instruction; and the Client will hold Rapid harmless for non-receipt of funds by any recipient, where the transaction is delayed or blocked, and any loss/profit arising from each delay or cancellation will be for the Client’s account in terms of these Terms and Conditions.
8.4 The Parties are not liable to each other for any indirect or consequential loss or damage, including loss of profit, of revenue, of anticipated savings, of business transactions, of goodwill or of other contracts whether arising from negligence or breach of contract.
9.1 If a Party is prevented or restricted directly or indirectly from carrying out all or any of its obligations under these Terms and Conditions from any cause beyond the reasonable control of that Party, the Party affected will be relieved of its obligations during the period that such event and its consequences continue but only to the extent prevented. Written notice of any such inability to perform must be given by the affected Party within 48 (forty-eight) hours of the occurrence (provided that the obligation to give notice will be suspended to the extent necessitated by such event).
9.2 A Party invoking clause 9.1 must use reasonable endeavours to bring to an end the circumstances giving rise to the inability to perform, and on termination of the circumstances must immediately give written notice to the other Party.
10.1 Rapid may, in its reasonable discretion, after having given the Client thirty (30) days written notice amend the Services, fees, hardware or software requirements. Such amendments shall be notified to the Client electronically.
10.2 The Client will be deemed to have accepted any such variation, unless the Client gives notice of termination of these Terms and Conditions in terms of clause 12.1 within such thirty (30) day period.
Without prejudice to any other right, any party may terminate these Terms and Conditions if any other party commits a breach of any of the terms and conditions and fails to rectify such breach within a period of fourteen (14) calendar days after receipt of written notice requiring it to do so.
12.1 The Client may terminate these Terms and Conditions at any time by giving Rapid thirty (30) days’ written notice of termination.
12.2 Rapid may terminate any Service by providing any Client with sixty (60) days’ written notice of termination of such Service. These Terms and Conditions, excluding the Service in question, will continue in full force save that the charges will exclude any charges attributable to the Service which has been terminated.
12.3 Notice of termination by any Client must be accompanied by written notification to Rapid detailing those transactions that Rapid will be entitled to continue to process and pay and collect arising from Instructions that were received by Rapid prior to termination.
13.1 Any matter, disagreement or dispute arising between the Parties in connection with these Terms and Conditions that are not resolved between them shall at the instance of either Rapid or the Client be referred to auditors of Rapid for investigation and a decision. The decision must be conveyed to the Parties in writing. If written objection to the decision is not received by the other Party/ies to the dispute within thirty (30) calendar days of the date of receipt of such notice, the decision of the auditors will be final.
13.2 If the objection is lodged within thirty (30) calendar days, the disagreement or the dispute will be referred for adjudication by three arbitrators, one appointed by each Party, and the third, who shall be the chairman, selected by the two appointed arbitrators and failing agreement by the Chairman of the Cape Town Chamber of Commerce. If it is a legal matter, the expert must be a practicing advocate or attorney of at least 10 (ten) years standing, or if it is an accounting matter, a practising chartered accountant of at least 10 (ten) years standing.
13.3 The person so appointed shall act as an expert and not as an arbitrator, and that person’s decision is final.
13.4 Nothing prevents the matter, disagreement or dispute being referred by agreement to arbitration or to court or to any other form of dispute resolution.
These Terms and Conditions are governed by the laws of the country where Rapid has its registered place of business, as outlined at the head of these Terms and Conditions. The Parties submit to the exclusive jurisdiction of the Magistrates Court in respect of any matter arising in connection with the Service.
No right or interest under these Terms and Conditions may be ceded, assigned, transferred, or sub-licensed by the Client without the prior written consent of Rapid, which will not be unreasonably withheld or delayed.
16.1 For purposes of communication and correspondence, any Party may change its address as set out at the head of these Terms and Conditions to any other address by giving written notice of change of the address to the other Party.
16.2 All written communications by mail must be sent to the address referred to above and if sent by pre-paid registered post, will be deemed to have been received within 10 (ten) Business Days after the date of posting unless the contrary is proved. The written communication shall be deemed to have been received on the day of delivery if delivered by hand or email.
16.3 Electronic instructions and notices will be sent to the email address of the registered Administrator.
17.1 No party may rely on any warranty or representation not expressly set out in these Terms and Conditions.
17.2 These Terms and Conditions contain all of the provisions agreed on by the Parties with regard to the Services.
17.3 No variation or cancellation of these Terms and Conditions and no waiver of any right under these Terms and Conditions will be effective unless in writing and signed by the Parties.
17.4 No relaxation by a Party of any of its rights in terms of these Terms and Conditions will prejudice or be a waiver of its rights (unless it is a written waiver).
17.5 In the event of Rapid instituting legal proceedings against the Client to recover amounts due and/or take any other legal steps arising out of this Agreement, the Client shall be liable for all legal costs on the scale as between attorney and own client and/or any collection costs.
18.1 If there is any conflict between any Addendum and these Terms and Conditions, then these Terms and Conditions will prevail.
18.2 These Terms and Conditions were last updated on the 22nd October 2020 and replace any prior Terms and Conditions between the Parties relating to the Services set out in these Terms and Conditions.
SERVICE PRICING (Excluding VAT)
Rapid’s Service Fees are available upon request, and we reserve the right to amend/change the fees from time to time.
NOTICE TO TERMINATE
A notice period of thirty (30) days is required in the event of termination of recurring collection services, with due consideration that Customers may dispute a Debit Order up to 40 days after the collection date and non-3D secured Card , up to 120 days are the event.
Rapid’s service fees will be either be offset from pay-outs or be collected monthly in arrears by Debit Order.
The Following documents are required, to accompany this service application (Please ensure the below documents to be provided, are Clear and Legible)
The Ultimate Creditor/User confirms that the information provided within the service application is both true and correct. The Ultimate Creditor/User understands that any known misrepresentation of the truth or concealment of fact, could result in service declination, suspension, termination or other legal action. The Ultimate Creditor/User acknowledges that he/she understands that debiting an account without the accountholder’s explicit consent is a criminal offence and can be prosecuted in a court of law. The Ultimate Creditor/User consents to Rapid Legal Services (Pty) Limited (“Rapid”) processing our personal information (whether pertaining to natural or juristic person), for purposes of this service application, the processing of our application and for central user registration with the Payments Association of South Africa through our sponsoring bank. The Ultimate Creditor/User understands that Rapid may also need to share our personal information with and receive information from external organisations such as, our partners, credit bureaus, tax authorities or other regulatory or industry bodies, so that you can meet your due diligence or regulatory requirements.
The User warrants in respect of each Ultimate Creditor referred to in this service application, that the User has obtained the consent from the Ultimate Creditor to allow Rapid to process their personal information (whether pertaining to natural or juristic person), for purposes of this service application, the processing of the application and for central user registration with the Payments Association of South Africa through our sponsoring bank. The User furthermore warrants that the Ultimate Creditors have been informed that Rapid may also need to share their personal information with and receive information from external organisations such as, our partners, credit bureaus, tax authorities or other regulatory or industry bodies, so that Rapid can meet its due diligence or regulatory requirements.
This service application must be completed and signed by the mandated official(s) of the Ultimate Creditor/User and accompanied by a copy of the Ultimate Creditor’s/User’s registration documents (e.g. CIPC of company) together with the above-mentioned supporting documents, which is a mandatory requirement in order to assess and/or process this service application.
The Ultimate Creditor/User confirms that they have read and understood and irrevocably agree to the terms and conditions of Rapid as outlined in this service application.
Copyright by Rapid Pay Collect 2020. All rights reserved.
Copyright by Rapid Pay Collect 2020. All rights reserved.