Terms and Conditions

Terms and conditions for Use

SwapX website Terms and Conditions

These Terms and Condition are effective as of 1 March 2020: “Effective Date”

(PLEASE READ THESE TERMS AND CONDITIONS FOR USE OF THE SWAPX WEBSITE CAREFULLY BEFORE CONTINUING TO BROWSE THE WEBSITE)

THE USE OF THIS WEBSITE IS GOVERNED BY THE TERMS AND CONDITIONS STIPULATED BELOW. BY USING THIS WEBSITE YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS, INCLUDING ANY PRIVACY STATEMENTS (WHICH ARE DEEMED TO BE INCORPORATED IN THESE TERMS AND CONDITIONS) THAT APPEAR ON THIS WEBSITE INCLUDING ANY AMENDMENTS THERETO.

IF YOU DON NOT AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS YOU MUST IMMEDIATELY CEASE BROWSING THE WEBSITE. YOUR CONTINUED USE OF THIS WEBSITE INDICATES THAT YOU HAVE BOTH READ AND ACCEPTED THESE TERMS. ALL SECTIONS OF THESE TERMS AND CONDITIONS ARE APPLICABLE TO BOTH MEMBERS AND USERS UNLESS THE SECTION EXPRESSLY STATES OTHERWISE.

  1. Definitions and interpretation of terminology:
    1. The following terminology applies to these Terms and Conditions :
      1. “SwapX” means SwapX Holdings (Pty) Limited, registration number: 2015/394234/07;
      2. “Website” means the website of SwapX at URL swapx.co.za or such other URL as SwapX may choose from time to time;
      3. The Website means www.swapX.co.za,  and is made available, and owned by, SwapX Holdings (Pty) Ltd (hereinafter referred to as “SwapX”, “SwapX Website”, “SwapX Platform” “Website”, “we”, “our”, “us” or “the Company”).  Any reference to “SwapX”, “we”, “our”, “us” or “the Company”, shall include our employees, officers, directors, representatives, agents, shareholders, affiliates, subsidiaries, holding companies, related entities, advisers, sub-contractors, service providers and suppliers;
      4. “You” or the “user” means any person who accesses this Website for any purpose;
      5. “Activation Date” means the date on which SwapX approves the Authentication and Verification of a User’s application to become a Member, after such user has successfully gone through the Authentication and Verification process utilised by SwapX or its agent;
      6. “Authentication and Verification” shall refer to the process outlined in these Terms and Conditions, utilised by SwapX or its agent to verify a user, as a supplier, producer or consumer, with a view to assessing the suitability of such user’s application to become a Member;
      7. “Commodity” means any Chromium or Chrome related based products;
      8. “Member” means a user who has created an account on the Website, has completed the Authentication and Verification process and who has been approved for Membership by SwapX or its agent, duly paid for the prescribed Membership fee, the creation of which results in personal and non-transferable rights and obligations detailed in these Terms and Conditions;
      9. “Party” or “Parties” means a Member, a user and/or SwapX or its agent, as the context requires.
      10. “Preferred Service Partners” means, but not be limited to, legal service providers, logistics service providers, financial service providers, and other third parties should they be deemed fit and necessary for SwapX as a going concern which SwapX has a relationship with at any given time.
      11. “Product Listing” means a listing on the Website of the Commodity for sale by a Member to another Member;
      12. “Membership Fee” means an annual monetary amount payable yearly in advance to SwapX by Members in consideration for the Services and Authentication and Verification, as quoted on the website from time to time;
      13. “Services” shall refer to the use of the Website and/or the use of, or access to, our online trading platform for Chromium and Chrome based products and Commodity producers, suppliers and consumers, as further defined in clause 10 below, in addition to any other services which may be provided through the Website from time to time;
      14. “Service Period” means the period of (1) year as from the Activation Date of a Member’s account by SwapX or its agent, unless otherwise agreed between the Parties.
    2. Any use of the above terminology or other words in the singular, plural, capitalisation and/or he/she or they, are taken as interchangeable and therefore as referring to same.
  2. Introduction: Use Subject to these Terms and Conditions (“the Terms” or “these Terms)
    1. Your access, browsing and use of this Website is governed by these Terms and Conditions (the “Terms”). By accessing and browsing this Website you agree that you will be bound by these Terms from the time when you first access this Website and to any amended Terms and Conditions from the first time that you access the Website subsequent to amended Terms and Conditions becoming effective.
    2. These Terms include SwapX’s Privacy Statement, governing the SwapX processing of any personal information which may be provided to it through the use of this Website. The SwapX Privacy Statement may be accessed and read at SwapXprivacystatement.co.za
    3. These Terms, including any document incorporated by reference herein, including, but not limited to the Privacy Policy (collectively, the “Terms”) apply to any person who uses the Services, accesses, refers to, views and/or downloads any information or material made available on SwapX for whatever purpose (hereinafter referred to as “user”, “users”, “you” or “your”), and shall continue in force and effect until the last date of the Service Period unless terminated early as provided for in these Terms.
    4. Accessing and/or use of the SwapX Website after the Effective Date will signify that you have read, understand, accept, and agree to be bound, and are bound, by the Terms, in your individual capacity and for/or on behalf of any entity for whom you use SwapX. Further, you represent and warrant that you have the authority to do so and that you are a Competent Person in terms of the applicable and relevant legislation governed by the Republic of South Africa, as amended from time to time (as defined in the Protection of Personal Information Act, 4 of 2013, as amended).
    5. To the extent permitted by applicable law, we may modify the Terms with prospective effect without prior notice to you, and any revisions to the Terms will take effect when posted on the SwapX Website, as indicated above, unless a later date is otherwise stated in the revised Terms. It is your duty to remain appraised of the current version of these Website terms and conditions.
    6. By continuing to browse or use the Website after any amended terms and conditions become effective, your continued use of the Website and/or the Services will be construed as your consent to the amended or updated Terms, and will be conditional upon the Terms in force at the time of your use. Your only remedy, should you not agree to these Terms, is to stop your use of this Website.
  3. Your Agreement to these Terms
    1. Subject to, and on the basis of your acceptance of the Terms, SwapX grants you a limited, revocable, non-transferable license to access and use the SwapX Platform in accordance with these Terms governing such use and access.
  4. Content
    1. All information accessed or browsed using this Website is provided “as is”.
    2. While SwapX shall endeavour to ensure that all material published on the website is accurate at the time of its publication, it gives no warrantees as to the accuracy of the
      information at all times. Your use of the information is entirely at your own risk and no liability will arise against SwapX from your browsing the Website or using the information provided on the Website.
    3. SwapX does not warrant that this Website or the delivery, hosting and ancillary Services or facilities of third party suppliers utilised by SwapX will continue to operate, will operate without interruptions or will be error free, or that it will be free of any software virus or other harmful component.
    4. You will be entirely responsible for any resulting damage to software or computer systems and/or any resulting loss of data caused as a result of any use of this Website.
  5. Third party sites
    1. The Website contains hyperlinks to Websites owned and / or operated by third parties. SwapX is not responsible for the content of such Websites, and does not endorse or approve the contents thereof. The fact that a website is linked to the SwapX Website does not imply that SwapX sponsors, endorses or is affiliated or associated with the entity that owns or is responsible for the website. Consequently SwapX is not liable for the operation and content of any third party websites that may be linked to this Website (regardless of
      whether or not a link has been permitted by SwapX or its agent).
  6. Intellectual property
    1. Except where expressly stated to the contrary, copyright in the HTML, text, graphics, audio clips, video clips, source and / or object code and all other works contained in this Website is owned by SwapX, which asserts and reserves all of its rights in this regard. Access to or use of this Website will not in any way result in an assignment or license of any intellectual property owned by SwapX or any other party.
    2. The contents of this Website may not be transmitted, transcribed, reproduced, stored or translated into any other form without the prior written permission of SwapX. However, SwapX permits you to display the content of this Website on your computer and to print, download and use the underlying HTML, text, graphics, audio clips, video clips and other works available to you on this Website provided that:
      1. this is for your own professional business with respect to the trading of commodities;
      2. you do not modify the content of this material;
      3. the SwapX Website is the acknowledged source including the reference www.swapx.co.za;
      4. you do not make any representations on behalf of SwapX, whether directly or implied; and
      5. this permission may be revoked at any time by SwapX.
    3. No other use of this Website is permitted. Without restricting the generality of the foregoing, you may not make commercial use of the content of this Website aside for the use and service for which the SwapX platform is created, include the content of this Website in or with any product that you create or distribute, or copy the content of this Website onto your own or another’s website, without the prior written consent of SwapX. Enquiries in this regard may be made to info@swapx.co.za.
  7. Security
    1. Any person who in any manner interferes with the data or information displayed on this Website in any way which causes it to be modified, destroyed or otherwise rendered
      ineffective or inaccurate, acts contrary to the provisions of the Electronic Communications and Transactions Act 25 of 2002 and is guilty of an offence.
    2. Any person who in any manner interferes with any third party’s access to this Website or denies access to the Website, whether partial or absolute, is guilty of an offence in terms of the Electronic Communications and Transactions Act 25 of 2002.
    3. Any attempt to commit or aid and abet someone in the commission of the offences referred to in 7.1 and7.2 is guilty of an offence in terms of the Electronic Communications and Transactions Act 25 of 2002.
    4. As it may be advised, SwapX may cause the prosecution of any person who is guilty of an offence described in 7.1 and 7.2.
    5. As it may be necessary and advised, SwapX will institute appropriate action to obtain relief against the perpetrator of the actions contemplated in 7.1, 7.2, and 7.3, with a view to recovering any damages that it may suffer and to protect the SwapX Website against defacement, unauthorised amendment of content and disruption of the use of the Website.
    6. While SwapX will take appropriate security precautions to protect the Website against abuse by third parties, by accessing and browsing this Website you accept that no liability will lie against SwapX or its agent for any damages caused to you by the malicious interference with the operation of this Website, and/or any destructive data or code that may be communicated to computers or information systems used by you as a result of your access and browsing of the Website.
  8. Personal Information
    1. The processing of all personal information by the Website is governed by the SwapX Privacy Policy.
    2.  Any personal information which may be provided to SwapX through this Website will be processed in accordance with the Protection of Personal Information Act 4 of 2013. Details of the processing of personal information are contained in the SwapX Privacy Policy. The processing of personal information which may be collected through interactive
      communications facilitated by this Website, are subject to the Privacy Statement published on this website.
  9. Disclaimer and Indemnity
    1. SwapX shall not be held liability for any direct, indirect or consequential loss or damage occasioned by your accessing and browsing of the Website or your inability to access and browse this Website, or whether caused directly or indirectly by inaccuracies, defects, errors (whether typographical or otherwise), omissions, out of date information or for any other reason, even if such loss was reasonably foreseeable and SwapX had been advised of the possibility of the loss occurring.
    2. The above includes, but is not limited to:
      1. instances where the identity of another member may be wrong or fraudulently supplied by someone else;
      2. false profiles of other members or entities;
      3. or if the wrong information is given about another client.
    3. You agree to indemnify and hold harmless SwapX, its servants, subcontractors, subsidiaries and affiliates from any demand, action or application or other proceedings, including for attorney’s fees and related costs such as tracing fees, made by any third party and arising out of or in connection with the your use of, access and browsing of this Website.
  10. Description of Services
    1. We provide a Web based global marketplace portal, trading in the Commodity as described herein above products in respect of all business to business transactions associated with:
      1. Chromium;
      2. Commodity-based transactions.
    2. SwapX’s online trading platform assists global chromium and chrome based products and other Commodity producers, suppliers and consumers in the process of buying and selling within South Africa and internationally.
    3. he Services comprise mainly, without limitation, the following:  
      1. The creation of a personalised and customised individual profile, company profile and professional identity;
      2. Product Listings;
      3. Unlimited user accounts per company / Member;
      4. Advanced real-time trading platform;
      5. Access, through the SwapX Platform, to local and international suppliers, producers and consumers upon product listings, and demand listings;
      6. Access, through the SwapX Platform, to SwapX’s Preferred Service Partners to facilitate deal enablement and transactions;
      7. Product Listings are up and running 24/7, providing round-the clock visibility;
      8. SwapX’s state of the art search engine will quickly and accurately match demand and supply via real-time alerting technology; and
      9. Advanced training provided with systems demonstration and assistance in setting up company profiles after the Authentication and Verification has been completed successfully and a user has become a Member.
    4. In consideration for rendering of the Services, SwapX charges a yearly Membership Fee as set out in clause 12 below.
    5. SwapX reserves the right to change, upgrade, modify, limit or suspend the Services or any of its features or applications at any time whether temporarily or permanently and without prior notice. SwapX further reserves the right to introduce new features or applications to the Services. All new features, applications, modifications, upgrades and alterations shall be governed by the Terms.
    6. Members shall be assigned a unique Member ID and password. You agree that you shall be solely responsible for any use of your account and all transactions concluded by yourself on the Website. A Member shall not allow any third party to utilise its account for any reason whatsoever. If you allow a third party to utilise or in any way access your account, whether intentionally or negligently, SwapX shall have the right to suspend the provision of the Services or terminate these Terms without any refund or other compensation.
  11. Authentication and Verification
    1. Use of the Website and its ancillary functions is subject to the successful Authentication and Verification of a User. This is to verify the registration information provided by a user, together with such other information provided by a User, as requested by SwapX, with a view to being accepted as a Member of SwapX.
    2. You specifically authorise SwapX and/or its authorised third party security service provider to conduct the necessary Authentication and Verification. In this regard, you agree to provide all necessary information and render all reasonable assistance and cooperation that either SwapX or its authorised agent may require in order to complete Authentication and Verification. 
    3. Should you fail to successfully complete the Authentication and Verification within a 3-month period, your application to be a Member of SwapX will be deemed to be unsuccessful.
    4. Any changes to the information that has already been verified shall be subject to a new Authentication and Verification process, and should such change in information fall during a Service Period, same will be conducted at no additional cost. If you fail to complete the further Authentication and Verification process, SwapX may, in its sole discretion, suspend or revoke all Services with respect to a Member, without any refund or other compensation to you.
    5. Upon the expiration of each Service Period, a new Authentication and Verification process shall be carried out.
    6. You agree not to hold SwapX, its agents, affiliates and/or third party service providers liable for any errors or omissions made (whether negligent, intentional or otherwise) during the course of the Authentication and Ver
    7. SwapX may, at its discretion, display a sign or mark or other indication, as SwapX considers appropriate, to indicate that you have passed the Authentication and Verification process. You may not make use of such sign or mark for any purpose without prior written consent by SwapX.
  12. Membership Fee
    1. A Member is obliged to effect payment of the Membership Fee, annually in advance.
    2. All Membership Fees shall be payable in advance to SwapX by electronic funds transfer into an account designated by SwapX or such other method acceptable to SwapX.
    3. Membership Fees paid in a currency other than South African Rand (“Rand” or “ZAR”) shall be converted into Rand at SwapX’s financial institution’s then-current market rate of exchange.
    4. SwapX specifically reserves the right to modify its Membership Fee, pricing structure and/or payment conditions from time to time and at its sole discretion.
    5. Each Member paying such Membership Fee shall remain solely liable for any statutory or regulatory charges accruing to such Membership Fee.
  13. Responsibilities of Member and User
    1. You agree to provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for SwapX’s provision of the Services. If your failure to do so results in a delay in the provision of any Service, SwapX shall not be obliged to extend the relevant Service Period or be liable for any loss or damages arising from such delay, or repayment of the membership.
    2. You represent, warrant, and undertake (where applicable) to SwapX that:
      1. You have the full power and authority to enter into these Terms, to grant the license, to undergo Authentication and Verification, and to perform your obligations hereunder;
      2. You will carry on your activities on the Website in compliance with any applicable laws and regulations;
      3. You will not use the Services to engage in any unlawful activities;
      4. You have the legitimate right and authorisation (including any necessary licences) to sell, distribute or export any and all products and/or services that you submit for publication on the Website;
      5. You will not impersonate any person or entity, or misrepresent yourself or your affiliation with any person or entity.
    3. You will conduct all activities on the Website in accordance with all applicable laws and regulations, commonly accepted commercial practices and in an ethical manner.
    4. Should SwapX receive any complaint or claim in respect of the business name provided by you, SwapX shall have the right to suspend or terminate your account immediately.
    5. You agree to indemnify SwapX and its affiliates and their employees, agents and representatives- and to hold them harmless- from any and all losses, damages, actions, claims and liabilities (including legal costs) which may arise, directly or indirectly, from use of the Website.
  14. Member Content
    1. Certain areas of this Website may permit Members to submit feedback, information, data, website links, text, software, images, messages, or other materials (each, a “Member Submission”). Members are solely responsible for all Member Submissions and any such Member Submission is considered both non-confidential and non-proprietary.
    2. SwapX shall have the right, but shall not be obliged, to monitor or examine any Member Submissions that you publish or submit to SwapX for publication on the SwapX Platform. A Member is solely responsible for the contents of all material published by such Member.
    3. Further, SwapX does not guarantee the subsequent ability to edit or delete any Member Submission.
    4. Should SwapX, in its reasonable opinion, believe that any of your activities on the Website, including but not limited to “Member Submissions”, are in violation of any applicable law or regulation, or affect any third party’s rights, or fall foul of the provisions set out in these Terms, then SwapX may, at its discretion, delete or remove any material, Member Submission, and/or limit or suspend the provision of the Services to you, in which event SwapX shall not be liable to repay any monies received for Membership fees.
    5. SwapX shall have the right to publish the records relating to any complaints against you, as well as any breaches, and/or SwapX’s termination of these Terms as far as it pertains to you, on the Website.
    6. By submitting a Member Submission, Members grant SwapX an irrevocable, perpetual, transferable, non-exclusive, fully paid, worldwide, royalty free license (sub-licensable through multiple tiers) to:
      1. use, distribute, reproduce, modify, adapt, publish, translate, publicly perform, and publicly display Member Submissions (or any modification thereto), in whole or in part, in any format or medium now known or later developed;
      2. use (and permit others to use) Member Submissions in any manner and for any purpose (including, without limitation, commercial purposes) that SwapX, in its sole, absolute and unfettered discretion, deem appropriate, including, without limitation, the incorporation of a Member Submission or any modification thereto, in whole or in part, into any technology, product, or service;
      3. Display advertisements in connection with Member Submissions and use Member Submissions for advertising and promotional purposes;
      4. SwapX may, but is not obligated to, pre-screen Member Submissions or monitor any area of the Website through which Member Submissions may be submitted. We are not required to host, display, or distribute any Member Submissions on or through this Website, and may remove at any time or refuse any Member Submissions for any reason;
      5. We are not responsible for any loss, theft, or damage of any kind to any Member Submissions.
      6. Further, users agree that SwapX may freely disclose any Member Submissions to any third party absent of any obligation of confidence on the part of the recipient.
  15. Refund Policy
    1. Under no circumstances will a refund of the Membership Fee, or any other fees which may be applicable, be permitted.
    2.  
  16. Disclaimer
    1. SWAPX MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THIS WEBSITE, THE SERVICES, ANY OTHER MEMBERS OF THE WESITE, INCLUDING BUT NOT LIMITED TO MEMBERS, PARTNERS, THIRD PARTIES, OR ANY MATERIALS ON THE WEBSITE RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS WEBSITE.
    2. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS WEBSITE, MATERIALS, AND ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS WEBSITE IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. WE DO NOT WARRANT THE TIMELINESS, WORKMANSHIP, OR COMPLETION OF ANY PROJECT. WE DO NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER AS A RESULT OF YOU ACCESSING OR USING THIS WEBSITE.
    3. Without limiting the generality of the foregoing, SwapX makes no warranty that this Website will meet a user’s requirements, or that this Website will be uninterrupted, timely, secure, error free or that defects in this Website will be corrected.

    4. We make no warranty as to the results that may be obtained from the use of this Website or as to the accuracy or reliability of any information obtained through this Website. No advice or information, whether oral or written, obtained by a user through this Website or from SwapX, its authorised agent, or its third party service providers shall create any warranty enforceable as against SwapX.

    5. To the maximum extent permissible by applicable laws, SwapX denounces any fiduciary responsibilities to any users of the Website and specifically in respect of any Service Fees.

  17. Unauthorised Use Of The Website
    1. You are specifically not permitted to use this Website in any of the following ways (which list should not be deemed to be exhaustive of SwapX’s rights in this regard):
      1. For any public or commercial exploitation which includes the use of this Website on another site or through a networked computer environment;
      2. In a manner that modifies, publicly displays, publicly performs, reproduces or distributes any of this Website;
      3. To stalk, harass, or harm another individual;
      4. To impersonate any person or entity or otherwise misrepresent the true state of affairs;
      5. To interfere with or disrupt this Website or servers or networks connected to this Website;
      6. To use any data mining, robots, or similar data gathering or extraction methods in connection with this Website; or
      7. Attempt to gain access to any portion of this Website, to which you are not ordinarily permitted, or any other accounts, computer systems, or networks connected to this Website, whether through hacking, password mining, or any other means.
  18. Copyrights
    1. SwapX and the contents of the Website are the property of SwapX and are protected by South African and international copyright laws. Furthermore, the compilation (meaning the collection, arrangement, and assembly) of all content on the Website is our exclusive property and is, likewise, protected by South African and international copyright laws.
    2. Except as stated in the Terms, none of the contents may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, except as permitted by the fair use privilege under the South African copyright laws or without the prior written permission of SwapX or the copyright owner, and further, should such consent be provided, SwapX reserves its right to withdraw such consent at any stage, in its sole and absolute discretion.
    3. You are expressly prohibited to “mirror” any content, contained on SwapX, on any other server unless with the prior written permission of SwapX, and further, should such consent be provided, SwapX reserves its right to withdraw such consent at any stage, in its sole and absolute discretion.
    4. We do not permit copyright infringing activities and infringement of intellectual property rights on SwapX, and we may, at our sole discretion, remove any infringing content if we are of the view that such content infringes on another’s intellectual property rights or our own.
    5. You are granted a limited, revocable, and non-exclusive right to create a hyperlink to the home page of SwapX, so long as the link does not portray SwapX, its affiliates, or its products or services in a false, misleading, derogatory, or otherwise offensive manner. You may not use SwapX’s logo or other proprietary graphic or trademark as part of the link without the express permission of SwapX, its affiliates or content suppliers.
    6. All trademarks and copyrights, as also any other intellectual property rights, in and to any of the content are the exclusive property of SwapX.
    7.  
  19. Breach
    1. Should either Party (“Defaulting Party”) breach any of the provisions of these Terms, then the other Party (“Aggrieved Party”) may give the Defaulting Party 10 (ten) days’ written notice or such longer period of time as the Aggrieved Party may specify in the notice, to remedy the breach.  If the Defaulting Party fails to comply with the notice, the Aggrieved Party may:
      1. Claim immediate payment and/or performance by the Defaulting Party of all of the Defaulting Party’s obligations that are due for performance; or
      2. Terminate these Terms upon written notice to the Defaulting Party where the breach constitutes a material breach, in either event without prejudice to the Aggrieved Party’s right to claim damages or to exercise any other rights that the Aggrieved Party may have under these Terms or in law.
    2. Without detracting from the provisions of the above clause, the Aggrieved Party may summarily terminate these Terms at any time by giving to the Defaulting Party notice of the cancellation if:
      1. The Defaulting Party commits a material breach of these Terms which cannot be remedied;
      2. The Defaulting Party is placed under voluntary or compulsory sequestration, winding-up, judicial management, business rescue or the equivalent of any of these in any jurisdiction;
      3. The Defaulting Party makes or offers to make a general assignment or any arrangement or composition with or for the benefit of its creditors generally (or any class of its creditors) for releasing it wholly or partially from its debts.
    3. Any termination of these Terms by the Aggrieved Party is effective on receipt of a notice of cancellation by the Defaulting Party.
    4. Any termination is without prejudice to any claim that either Party may have in respect of any breach of these Terms by the other Party arising prior to the date of cancellation.
  20. Termination
    1. Either a Member or SwapX may terminate a Member’s membership for any reason whatsoever by providing the other Party 30 days’ written notice of such termination.
    2. In the above circumstances, no refunds of the Membership Fees, or any other applicable fees, shall be permitted.
  21. Assignment
    1. You may not assign your rights and/or obligations under these Terms to any other party without our prior written consent. SwapX may assign its rights and/or obligations under these Terms to any other party at our discretion and without any prior notice to you.
  22. Export Control Laws
    1. You understand and agree that the software, Services and user data may be subject to import and export control laws and regulations of the Republic of South Africa or the country in which you are situated. You undertake to adhere to all applicable laws and regulations and agree not to, without prior authorisation from the government of the Republic of South Africa or of such other country which is applicable, directly and/or indirectly export, re-export and/or transfer the software and Services to any other country in contravention of such laws and regulations.
    2.  
  23. Force Majeure
    1. To the extent that it becomes impossible for a Party to perform any obligation (other than a payment obligation) in terms of these Terms because of an event or circumstance that was neither foreseen nor reasonably foreseeable when the Terms were entered into or which, if the event could have been foreseen at that time, cannot be guarded against or avoided by reasonable care or the reasonable acts of that Party, that Party may:
      1. Notify the other Party within 5 (five) business days of the nature, extent, effect and likely duration of the event or circumstance; and keep the other Party updated as may be reasonably required by the other Party;
      2. Take all commercially reasonable action to remedy or minimise the consequences (and report to the other Party); and
      3. Immediately resume performance of its obligations under these Terms and notify the other Party when performance of the obligation again becomes possible.
    2. Performance of any such obligation is suspended for as long as the event or circumstance continues to make the performance impossible.
    3. If the event or circumstance continues for a period exceeding 20 business days, either Party may cancel these Terms on written notice to the other Party, provided that the obligation which the affected Party is unable to perform is a material obligation under these Terms.
  24. General
    1. To the extent permitted by law, these Terms, and the provision of our Services, shall be governed by and construed in accordance with South African law, and any dispute arising out of these Terms and/or our Services shall be submitted to the competent South African courts having the requisite jurisdiction to hear the matter.
    2. To the extent necessary and/or possible, you consent to the exclusive jurisdiction of the South Gauteng High Court, of South Africa or an alternative appropriate South African court seized with appropriate jurisdiction in all disputes arising out of the Terms, our Services, and/or related agreements incorporated by reference.
    3. These Terms comprise the whole agreement between the Parties in regard to its subject matter.
    4. No addition to or variation or consensual cancellation of these Terms, including this clause, has effect, unless in writing and signed by the Parties.
    5. No indulgence by a Party to another Party, or failure strictly to enforce these Terms, shall be construed as a waiver or be capable of founding an estoppel.
    6. The Parties undertake to do everything reasonable in their power necessary for or incidental to the effectiveness and performance of these Terms.
    7. This agreement shall be governed in accordance to the laws of the Republic of South Africa.
  25. Severance
    1. If any of these terms are deemed invalid or unenforceable for any reason (including, but not limited to the exclusions and limitations set out above), then the invalid or unenforceable provision will be severed from these Terms and the remaining terms will continue to apply. Failure by SwapX to enforce any of the provisions set out in these Terms and/or any other agreement, or failure to exercise any option to terminate, shall not be construed as a waiver of such provisions and shall not affect the validity of these Terms or of any agreement or any part thereof, or the right thereafter to enforce each and every provision.
    2.