(General terms relating to the use of the Platform and the provision of services)
Version number: 1.1
Thank you for visiting the Platform, a platform that offers secure online escrow services. These Terms are the general terms of the relationship between TradeSafe and User. These Terms cover the use of the Platform. By visiting, signing up on or logging in to the Platform, each User accepts and agrees to these Terms. These Terms also cover any Trades on TradeSafe. The commercial terms of any Trade between TradeSafe and Users will be contained in the Trade and will incorporate these Terms. The Trade will prevail if there is a conflict of meaning. Nothing in these Terms obligates either party to enter into any Trades.
DEFINITIONS AND INTERPRETATION
For purposes of the Agreement:
“Affiliate” means any parent company, subsidiaries, joint ventures, or other companies under a common control;
"Agreement" means the agreement between TradeSafe and User, consisting of these Terms and any Trades the parties enter into;
“ECT Act” means the Electronic Communications and Transactions Act 25 of 2002;
“Expected Completion Date” or ECD means the date the Buyer and Seller have mutually ‘constructed as a trigger date. ECD equals the date the Buyer ships the goods/Starts receiving a service; plus the expected delivery time; plus the agreed inspection period. This is a trigger for the buyer to either accept or reject the goods/service.
“Effective Date” means in respect of each Trade, the effective date stipulated in each Trade, in the absence of which it will be the date the Trade is accepted by TradeSafe;
“Escrow Account” means the audited and secure account where all money from Trades are kept. The account is held by Trade Vault Investment t/a TradeSafe Trust (Pty) Ltd with reg no. 2010/024271/07;
“Fees” means the fees, charges, or purchase consideration that User will pay to TradeSafe in respect of Services provided by the Platform;
“Inspection Period” means the number of full calendar days established in a Trade to allow a buyer to inspect the goods delivered;
“Platform” means www.TradeSafe.com, a platform that offers secure online escrow services, including:
- all content, goods or services, applications or apps available through the Platform; and
- any other marketing material of TradeSafe;
“Services” means any services TradeSafe provides to User as specified by TradeSafe on the Platform;
“Service Levels” means the levels according to which TradeSafe 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:
- any other relevant specific terms, disclaimers, rules and notices agreed between the parties, (including any that may be applicable to a specific section or module of the Platform or any specific Services);
“Trade ” means a transaction between Users for the provision of goods or services, where TradeSafe will provide escrow services to the Users;
“TradeSafe” means Trade-Safe Holdings (Pty) Ltd a company registered under the laws of South Africa, registration number 2013/170109/07 ;
“Trigger Event” means an event defined by Users in a Trade which will act as a signal for TradeSafe to perform its duties under a Trade. Trigger Events will typically include at a minimum:
- When TradeSafe has received funds from a buyer
- When TradeSafe can release funds to a seller
- When the ‘ECD’ has been reached an there is no action buy the buyer
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;
“User” or “you” means any person who visits, signs up to, or logs into the Platform, a User can be either a buyer or seller of goods and services.
Interpretation. A word defined or assigned a meaning in the Agreement will start with a capital letter. All headings are inserted for reference purposes only and must not affect the interpretation of the Agreement. Whenever “including” or “include”, or “excluding” or “exclude”, together with specific examples or items follow a term, they will not limit its ambit. Terms other than those defined within the Agreement will be given their plain English meaning. References to any enactment will be deemed to include references to the enactment as re-enacted, amended, or extended from time to time. A reference to a person includes a natural and juristic person and a reference to either party includes the party’s successors or permitted assigns. Unless otherwise stated in the Agreement, when any number of days is prescribed in the Agreement the first day will be excluded and the last day included. The rule of construction that an agreement must be interpreted against the party responsible for its drafting or preparation does not apply. GMT +2 will be used to calculate any times.
These Terms commence on acceptance and continue until terminated.
USE OF THE PLATFORM
License to use the Platform. TradeSafe grants each User a limited, revocable license to use the Platform subject to the Agreement. Any person wishing to use the Platform contrary to the Agreement must obtain TradeSafe’s prior written consent.
Policies. TradeSafe may establish general polices and limits concerning the use of the Platform. TradeSafe may log off, deactivate, or delete any User account.
Framing. No person, business, or web site may frame the Platform or any of the pages on The Platform.
Linking. A person, business, or web site may link to the Platform only by linking to the home page of the Platform. TradeSafe prohibits User from “deep linking” to any other pages in a manner that would incorrectly suggest endorsement or support of User by TradeSafe or suggests User is the owner of any intellectual property belonging to TradeSafe.
Spiders and Crawlers. No person, business, or web site may use any technology (including spiders or crawlers) to search and gain any information from the Platform.
TradeSafe may modify, suspend, or discontinue providing the Platform or any Services (with or without notice) and will not be liable.
Passwords and Security. Only a registered User can use the Platform. Each User is responsible for keeping their password secure. Each User is solely responsible and liable for activities that occur under their account. User authorises TradeSafe to act on any instruction given under User’s account, even if it transpires that someone else has defrauded both TradeSafe and User, unless User has notified TradeSafe prior to TradeSafe acting on a fraudulent instruction.
Users. User accounts registered by bots or other automated methods are not permitted. Each User must provide their full legal name, a valid email address, a valid cellphone number, their Identity number and any other information requested in a Trade to complete the registration process. One person may only use each User’s login - TradeSafe does not permit multiple people to share a login.
TradeSafes obligations. TradeSafe will:
- Receive money from the buying User and notify the selling User once it has received the money;
- Keep the money in the Escrow Account;
- Release the money to the selling User once the buying User has confirmed receipt of the goods or services and is satisfied with their quality; and
- Only preform these duties under the Trade when, in TradeSafes sole discretion, the Trigger Events defined by the Users have been met.
Obligations of Users. Users must enter:
- Trade details;
- A description of the requested goods or service;
- All terms and conditions including the agreed inspection period and shipping arrangements;
- Upload any contracts, files or documents (if applicable) that relate to the transaction between the Users; and
- Trigger Events for the Trade.
User transaction terms. The terms of the actual transaction for the provision of goods or services will be provided by the Users, and will be submitted with any Trade. TradeSafe is not a party to any transaction and is not be responsible nor has any obligations or duties under a transaction. Any dispute between the Users in relation to a transaction is between the Users. TradeSafe will not get involved beyond its obligations under the Trade. TradeSafe may offer assistance or facilitate the resolution of a dispute between Users if a dispute between Users arises.
Expected Completion Date (ECD). TradeSafe will deem the ECD to have started as soon as the following occurs (unless it is notified by the Users that another arrangement has been made);
- ECD = Date the goods were set as sent buy the Buyer or Service started in Service related trades,
- Plus the expected delivery time or completion period,
- Plus the mutually agreed Inspection period,
- The ECD is used to establish when funds can be released to the Seller due to Buyer inaction,or
- The buyer acknowledges receipt of the goods; or
- TradeSafe receives confirmation of delivery from the shipper’s or registrar’s tracking services.
Acceptance. Once the Trigger Event for the acceptance of the goods or services has occurred, TradeSafe will proceed to release funds to the seller after deducting the appropriate Fees (if any) as established in the Trade.
Seller Inspection Period. The seller is entitled to an inspection period, for rejected goods, of five days or as mutually agreed. This period will start when:
- The seller's acknowledges of receipt of merchandise, service or domains; or
- TradeSafe receives a verification of delivery via the shipper's or registrar's tracking services;or
- The ECD has been reached
If the seller rejects the goods, a dispute will be raised and the funds will be held in escrow until the dispute is resolved. The seller may only reject the goods if they have not been received in the same condition as they were sent. If the seller fails to reject the goods within the five day period, it will be deemed to have accepted the goods and the funds will be released to the buyer.
Rejection of domain names. If the Trade involves a domain name and the buyer rejects a domain name (which is not being held by TradeSafe) in addition to the normal terms of rejection, the seller agrees to cooperate in the return process of the domain. In the event the domain transfer to the buyer has caused a ICANN imposed registrar lock, the buyer and seller agree that the seller will open an account at the receiving registrar to take possession of the domain or that the funds will be held in escrow until this period expires and the domain can be returned to the seller’s registrar.
Deemed acceptance. The buyer will be deemed to have accepted the goods or services detailed under a Trade if after the Inspection Period or ECD the buyer has failed to inform TradeSafe of their acceptance of the goods or services. This deemed acceptance authorises TradeSafe to release money to the seller.
Failure to ship. If the seller does not ship the goods or begin the services within 10 days of being notified that TradeSafe has received the funds from the buyer then the buyer is entitled to request a return of the funds. TradeSafe will only refund the buyer after notifying both parties and deducting the Fees. In the event of a failure to ship the buyer will be responsible for a 100% of the Fees regardless of what was agreed between the Users in the Trade.
Customs and other fees. Unless the Users agree otherwise, the buyer is responsible for any duties, customs fees or other charges resulting from an international Trade, which will be included in the purchase price. It is the responsibility of the seller to properly declare the merchandise and its value for customs procedures.
Disputes. If a User notifies TradeSafe of a dispute relating to a Trade, TradeSafe will immediately freeze the Trade. TradeSafe will only unfreeze the trade if;
- It receives notification from both Users that the dispute has been settled
- It receives an order from an arbitrator
- It receives an order from an appropriate court of law or similar legal body.
Users may elect to have TradeSafe facilitate the dispute, by allowing TradeSafe to nominate an adjudicator, and have the dispute conducted in terms of The Association of Arbitrators rules for dispute resolution at a location agreed upon by the parties. If the parties elect use this mechanism the decision of the adjudicator will be binding on the parties.
Duty to notify. Users agree to notify TradeSafe as soon as possible once any Trigger Event is met, or there is a dispute around any Trade. TradeSafe is not liable for any damages suffered by any User due the failure of a User to notify TradeSafe.
Duty to act. Users agree that the will act promptly and act as soon as possible according to the obligations imposed on them under any Trade.
Cancel. TradeSafe may cancel any Trade at any time in its absolute discretion. TradeSafe will refund any monies already paid by User less the Fees due.
Unclaimed funds. To the extent permitted by law, Users registered with TradeSafe with a South African address, that have escrow funds held on deposit for longer than 12 months will be charged an annual maintenance fee of R500 (the “Maintenance Fee”), beginning with the last day of the twelfth month. Thereafter, the Maintenance Fee shall be charged on the last day of every subsequent 12 months. TradeSafe will be able to claim ownership of the unclaimed funds given sufficient time as per the Prescription Act 68 of 1969.
Third party terms. If a third party supplies or delivers any goods or services directly to you, third party terms or conditions may apply. Users are solely responsible to ensure they understand and agree to those terms.
Terms. The Terms in effect at the time Users makes an offer will govern the Trade. Each Trade will create a separate agreement. Despite that, TradeSafe may consider the breach of any one Trade to constitute a breach of any or all Trades.
CAPACITY OF USER
Each User represents and warrants that User (and any person who uses TradeSafe):
- is old enough under applicable law to enter into the Agreement;
- is legally capable of concluding any transaction;
- possesses the legal right, full power, and authority to enter into the Agreement;
- is authorised to use the password required for any account; and
- will submit true, accurate and correct information to TradeSafe and the Platform.
If User is younger than 18 years of age, User warrants that User has the consent of its legal guardian to enter into the Agreement or that User has obtained legal status in another manner.
Provision. TradeSafe will provide the Services to User at the Service Levels.
Support. Services include access to priority email support. “Email support” means the ability to make requests for technical support assistance by email at any time (with reasonable efforts by TradeSafe to respond within one business day) concerning the use of the Services.
FEES AND PAYMENT
Fees and payment. The party indicated in the Trade will pay TradeSafe the Fees (the buyer, the seller or the Users will split the Fee’s between them). If;
- The buyer is selected to pay the Fees, the Fees will be added to the amount that the buyer must deposit under the Trade ;
- The seller is selected to pay the Fees, the Fees will be deducted from the money held in Escrow Account before releasing it to the seller;
- Users agree to share the cost of the Fees, a half of the fees will be added to the amount the buyer must deposit and the full Fee amount will be deducted from the money held in Escrow Account before releasing it to the seller.
Appropriation. TradeSafe may appropriate any payment received from User towards the satisfaction of any indebtedness of User to TradeSafe under the Agreement.
Withhold payment. User may not withhold payment of any amount due to TradeSafe for any reason.
Interest. Interest on any monies held in the Escrow Account will accrue to TradeSafe.
Certificate. A certificate, signed by an accountant appointed by TradeSafe, of the amount due by User 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 User 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. User and any signatory consent and agree that TradeSafe may provide any registered credit bureau with information about the payment of amounts.
Sales representatives. No sales representatives of TradeSafe has the authority to bind TradeSafe and no representation, warranty or any other statements made or given by any sales representative of TradeSafe will be binding on TradeSafe, unless given in Writing and Signed by a duly authorised representative of TradeSafe.
Relationship between a User and a third party independent. The relationship between any User and any third party (including delivery of goods or services, and any other associated terms, conditions, warranties or representations) is between the User and the third party and is independent of TradeSafe.
ACCEPTABLE USE AND CONDUCT
Responsibility. Each User is responsible for its conduct and Trades on the Platform. Each User must ensure that its users have the correct permissions to act on the Platform.
Prohibited conduct. Nothing may be unlawful, harmful, threatening, abusive, harassing, defamatory, libellous, invasive of another's privacy, or harm minors in any way. Users are prohibited from using the Platform for the purposes of money laundering, fraud, deception, the sale or distribution of narcotics or firearms, or any other activity that is considered unlawful or harmful. Do not harass, stalk, degrade, intimidate, or be hateful toward an individual or group of individuals. No User may impersonate any person, falsely state, or otherwise misrepresent its affiliation with any person. Nothing may be false, deceptive, misleading, deceitful, or constitute “bait and switch”. Do not infringe any patent, trademark, trade secret, copyright, or other proprietary rights of any party. Any chain letter, pyramid scheme, or advertisement that is prohibited by law, is prohibited on the Platform. The advertising and provision of any illegal service or the sale of any goods that are prohibited or restricted by applicable law are prohibited. Malware or badware is prohibited. Do not negatively affect the ability of any other User to use the Platform. Do not employ misleading email or IP addresses, or forged headers or otherwise manipulated identifiers in Trade s to disguise the origin of content transmitted through the Platform. No User may impose an unreasonable or disproportionately large load on TradeSafe's infrastructure. Do not attempt to gain unauthorised access to the Platform or engage in any activity that disrupts or diminishes the quality of, interferes with the performance of, or impairs the functionality of the Platform. TradeSafe will report any suspicious or illegal activity detected on the Platform to the relevant authorities.
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 the Platform are the sole property of or will vest in TradeSafe or a third party licensor. All moral rights are reserved.
Trademarks. TradeSafe’s logo and sub-logos, marks, and trade names are the trademarks of TradeSafe and no person may use them without permission. Any other trademark or trade name that may appear on the Platform or other marketing material of TradeSafe is the property of its respective owner.
Restrictions. Except as expressly permitted under the Agreement, the Platform may not be:
- modified, distributed, or used to make derivative works;
- rented, leased, loaned, sold or assigned;
- decompiled, reverse engineered, or copied; or
- 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 the Platform is at the sole responsibility and risk of each User. The Platform is provided on an “as is” and “as available” basis. Except for the warranties given in the Agreement, TradeSafe expressly disclaims, to the extent allowed by law, all representations, warranties, or conditions of any kind, whether express or implied, including:
- 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
- any warranties regards third party software.
TradeSafe does not warrant that the Platform will meet the requirements of any User or be uninterrupted, be legally effective or complete, timely, secure, error-free or free from infection by malicious software. Each User should keep up-to-date security software on the systems used to access the Platform.
Each User agrees to indemnify, defend, and hold harmless TradeSafe (and its 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 the Platform.
LIMITATION OF LIABILITY
Correct faults. TradeSafe will correct any fault in the Platform where possible and as soon as reasonably practical and this is its entire liability regarding any fault in the Platform. If this clause is held inapplicable or unenforceable, then the following clause will apply.
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, TradeSafe’s maximum liability to a User for direct damages for anything giving rise to any legal action will be an amount equal to the total fees already paid by the User to TradeSafe for the 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 TradeSafe (or its 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 web site, goods, or services. TradeSafe is not liable for any other website, goods, or service provided by any third party.
Discontinue the Platform. The Agreement will automatically terminate if TradeSafe discontinues the Platform.
Breach. If a User:
- commits a breach of the Agreement;
- repeatedly infringes the copyrights or other rights of others;
- 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;
- effects or attempts to effect a compromise or composition with its creditors; or
- is provisionally or finally liquidated or placed under judicial management;
User agrees that TradeSafe may, to the extent permitted by applicable law and without prejudice to its rights in the Agreement or in law, deactivate or delete the User’s account, terminate access to or use of the Platform, claim specific performance of the Agreement, or cancel the Agreement immediately on written notice and claim damages from User (including, any claim for any Fees already due).
Effects of termination. On the deactivation or deletion of a User’s account, the Agreement will terminate and access rights will immediately cease to exist. On termination, cancellation or expiry of any Trade, all amounts due to TradeSafe for Services rendered prior to termination will become due and payable even if TradeSafe has not invoiced them. User may not withhold the amounts for any reason, unless the arbitrator directs otherwise. The termination, cancellation, or expiry of a Trade will not affect the enforceability of the terms that are intended to operate after expiry or termination.
Scope. This dispute clause will only apply to a dispute between Users and TradeSafe, and will not regulate disputes between Users.
Notifying each other. There will be a dispute about or from this agreement if a party writes to the other about it and asks for it to be resolved under this clause. The parties must refer any dispute to be resolved by:
- Negotiation (direct talks to try and agree how to end the dispute); failing which
- Mediation (talks in which a neutral third party tries to help the parties agree how to end the dispute); failing which
- Arbitration (a hearing after which a neutral third party makes a binding decision about the dispute).
Negotiation. Each party must make sure that their chosen representatives meet within 10 business days of notification, to negotiate and try to end the dispute by written agreement within 15 more business days.
Mediation. If negotiation fails, the parties must refer the dispute to mediation under The Association of Arbitrators rules.
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 The Association of Arbitrators latest rules for expedited arbitrations. The arbitration will be held in English in Cape Town. 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 The Association of Arbitrators will appoint the arbitrator.
Periods. The parties may agree in writing to change the periods for negotiation or mediation.
Urgent interim relief. This clause will not stop a party from applying to court for urgent interim relief (temporary help) while the dispute resolution process is being finalised. An example might be an interdict (type of court Trade).
Severability. This clause is separate and divisible from the rest of this agreement and remains effective even if this agreement ends or is invalid.
Collection proceedings. TradeSafe retains the right to institute collection proceedings in a court of law of competent jurisdiction for matters involving outstanding payment.
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 the Platform. 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 the Platform 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 the Platform.
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 User may delegate its duties under the Agreement or assign its rights under the Agreement, in whole or in part. TradeSafe may assign the Agreement to any successor or purchaser of its business or some of its assets.
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 TradeSafe and where this affects the rights and obligations of a User, TradeSafe will notify the User of any changes by placing a notice in a prominent place on the Platform (or by email). If a User does not agree with the change the User should stop using the Platform. If a User continues to use the Platform following notification of a change to the Agreement, the changed terms will apply to the User.
Fact related to the Platform. A certificate, signed by an administrator of the Platform, of any fact related to the Platform (including the version of the Terms that governs a particular Trade or dispute and what content was published or functionality was available on the Platform 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 User agrees to submit to the exclusive jurisdiction of the South African courts.
Right to reference. Each User consents to TradeSafe using its name in any marketing or sales material.