SALARY NOW - WEBSITE STANDARD TRADING TERMS AND CONDITIONS

1. DEFINITIONS

1. "Applicable Laws" means all national, provincial, local and municipal legislation, regulations, statutes, by-laws, consents and/or other laws of any relevant governmental authority and any other instrument having the force of law as may be issued and in force from time to time relating to or connected with the activities contemplated under these Terms and Conditions and the parties applicable agreement;
2. "Best Industry Practice" means the exercise of such skill, diligence, prudence, foresight and judgement that would be expected from a highly skilled, experienced and reputed person engaged in the provision of services similar to the Services at a world-class level;
3. "Confidential Information" means all information (written, oral or electronic) disclosed by one Party to the other Party and concerning the business affairs of the disclosing party including any Data, information relating to that party's operations, processes, plans, intentions, product information, know-how, designs, trade secrets, software, market opportunities, customers;
4. "Customer" means any purchaser and/or reseller and/or end user of the Goods and/or Services supplied by Salary Now;^[a]
5. “Data” means any data about a Party, a Party’s customers, suppliers or employees, including, billing information, financial information and/or Personal Information as defined in applicable data protection legislation, including the Protection of Personal Information Act, No. 4 of 2013, as may be amended from time to time;
6. "Day/s" refers to business days and is exclusive of public holidays, Saturdays and Sundays;
7. "domicilium citandi et executandi" refers to the address at which the Customer agree to accept service of all notices, documents, accounts and legal process;
8. "Goods" and/or "Services" means the Goods supplied and/or Services rendered by Salary Now to the Customer;
9. “Intellectual Property” means all trademarks, trade names, service marks, and trade dress, whether registered or unregistered, and all goodwill associated with such trademarks, trade names, service marks, and trade dress; patents and any designs or applications for the same; copyrights and copyrightable works (including drawings, designs, graphics, artworks, whether in physical form or in analogue or digital form, and all drafts or preliminary versions of any of the foregoing); rights protecting goodwill and reputation, know how, domain names and Universal Resource Locators (URLs); databases and database rights; graphics; schematics; marketing material and marketing data; sales and user data; topography rights; trade secrets, including confidential know-how, Confidential Information, inventions, specifications, and processes; moral rights; computer software programs (in both source and object code form, and including any programmers’ or developers’ notes, flow charts, memoranda and design documents); application programming interfaces; protocols; and any renewal, extension, reissue, continuation, applications and/or registrations (whether pending or not) for any of the foregoing; and all rights or forms of protection of a similar nature to any of the foregoing or having equivalent effect anywhere in the world;
10. “Parties” means the Customer and Salary Now, collectively and “Party” shall be a reference to either of them;
11. "Personal Information" means information relating to an identifiable, natural or juristic person, including but not limited to, information relating to race, gender, sex, marital status, nationality, ethnic or social origin, colour, sexual orientation, age, physical or mental health, religion, belief, disability, language, birth, education, identity number, telephone number, email, postal or street address, biometric information and financial, criminal or employment history as well as correspondence that is implicitly or explicitly of a private or confidential nature or further correspondence that would reveal the contents of the original correspondence;
12. "Salary Now" means Moon Pay Proprietary Limited, registration number 2023/584709/07, including its successors in title and assigns, subsidiaries and affiliates, as applicable; and
13. "Terms and Conditions" means these standard trading Terms and Conditions, as may be updated from time to time.

2. INTERPRETATION

1. Any words referring to the singular include the plural and vice versa.
2. Any word making reference to one gender shall automatically include the other gender.
3. Reference to a person or party includes both natural and juristic persons.

3. TERMS & CONDITIONS

1. These Terms and Conditions shall govern the supply of Goods and/or the rendering of Services by Salary Now to a Customer.
2. These Terms and Conditions will govern all transactions between Salary Now and the Customer, not only present and future but also past, it being agreed that these Terms and Conditions shall apply retrospectively to all transactions entered into between Salary Now and the Customer. Notwithstanding the aforesaid, any agreement entered into between the Customer and Salary Now shall take precedence over these Terms and Conditions. Where the agreement between the Customer and Salary Now is silent on an issue but same is addressed in these Terms and Conditions, then these Terms and Conditions shall apply.
3. In the event of a discrepancy between these Terms and Conditions and any other terms and/or conditions contained in any quotation and/or cost of credit pursuant to or in contemplation of the conclusion of an agreement with the Customer in respect the Goods and/or Services, the provisions of the quotation, cost of credit and/or the applicable agreement shall prevail over these Terms and Conditions.
4. Salary Now’s acceptance of the Customer’s order and delivery of the Goods / rendering of the Services is expressly conditional upon the Customer agreeing to the provisions of these Terms and Conditions and the applicable agreement between the Parties. When the Customer places an order with Salary Now, the Customer will be deemed to have knowledge of and have accepted the provisions of these Terms and Conditions.
5. The Customer warrants that all of the Customer information recorded in the applicable agreement is accurate, correct and complete in all respects.
6. The Customer undertakes to notify Salary Now of any changes to such information within 10 (ten) days of such change occurring. Notwithstanding the provisions of this clause, Salary Now will only be deemed to have received such notification once it has acknowledged receipt of such notification in writing to the Customer.
7. The Customer undertakes to notify Salary Now in writing within 10 (ten) days of any change in ownership of the Customer or should the Customer be a juristic entity change in shareholding or members interest in excess of 20% (twenty percent) of the issued share capital or membership contribution.

4. ORDERS

1. Orders made by the Customer in writing or verbally shall constitute irrevocable offers to purchase the Goods and/or Services from Salary Now and shall be capable of acceptance by Salary Now expressly, impliedly or by Salary Now’s conduct.
2. The Customer shall bear the risk of any errors or misunderstandings arising from oral orders.
3. Any orders purported to be made by or on behalf of the Customer shall be deemed to have been made with the necessary knowledge and authorisation of the Customer, which authorisation Salary Now need not prove, and the Customer shall be bound to any such orders.

5. ORDER VARIATIONS

1. In the event of the Customer requesting a variation to any order, and Salary Now agreeing to such variation, the Customer shall bear the full risk and costs in respect of such variation. In particular, should Salary Now have incurred any costs or rendered any Services in respect of the order prior to variation, then in that event, the Customer shall be liable to pay to Salary Now any costs so incurred and shall be liable for any Services rendered prior to the variation, whether or not the Customer requires or is able to utilise any Goods already supplied or any Services already rendered.
2. In addition to the above, the Customer shall be liable for all additional costs in respect of the varied order.

6. PAYMENT

1. The Customer shall effect payment to Salary Now via electronic funds transfer, direct debit, debit order etc., as applicable, in cleared funds in accordance with the terms stipulated in the applicable signed agreement with Salary Now either automatically and/or by the Customer’s employer and/or as indicated on the applicable invoice provided by Salary Now to Customer, or in terms of any credit facility that Salary Now has granted to the Customer. ^[b]
2. In the event that the agreement between Customer and Salary Now and/or the invoice issued by Salary Now to Customer do not contain specific payment terms, the Customer shall effect payment to Salary Now on presentation of invoice.
3. In the event that Salary Now has granted the Customer credit facilities, the Customer shall effect payment to Salary Now within 30 (thirty) days from the date of Salary Now’s invoice, provided that, Salary Now may, in its sole and absolute discretion, extend payment terms to the Customer to a maximum of 60 (sixty) days from date of Salary Now’s invoice.
4. No discounts may be claimed or taken, under any circumstances, unless Salary Now has agreed to such discount in writing and the Customer shall have effected payment within the payment period allowed for such discount.
5. The Customer shall be liable to pay Salary Now any taxes and/or levies applicable to the Goods at the then prevailing rate. If any payments due to Salary Now are subject to withholding tax, the Customer shall pay Salary Now an additional amount so that Salary Now receives the full payment that is due to it.
6. Unless otherwise expressly agreed in writing, all payments are to be in South African Rand.
7. The Customer carries any risk associated with or arising from the method elected to effect payment to Salary Now.
8. The Customer shall not be entitled, for any cause whatsoever, to withhold, deduct from or defer any amount due by it to Salary Now. All payments shall be free of exchange and set off. However, Salary Now shall be entitled, at its sole discretion, to set off any amounts that it owes to the Customer against any amounts that the Customer owes to Salary Now and such set off shall be effective as soon as Salary Now notifies the Customer in writing of the set off.
9. Salary Now may appropriate and/or apply all payments from the Customer to any amounts as it in its sole and absolute discretion deems fit, whether or not such amounts were outstanding as at the date of such payment or if such amount only became outstanding thereafter. Payments shall, in the sole and absolute discretion of Salary Now, be applied first toward interest, costs (if any) and then toward capital.
10. Salary Now reserves the right to levy interest at the maximum rate permitted by law on all overdue accounts.
11. The Customer must notify Salary Now of any error in any amount due, invoice and/or statement submitted to it by Salary Now within 10 (ten) days (unless otherwise stated in the applicable agreement) from the date of the invoice and/or statement concerned, failing which the invoice and/or statement will be deemed to be free of any errors.

7. PRICES^[c]

1. Unless Salary Now provides the Customer with a pro-forma quotation, written or verbal, the price of Salary Now’s Goods and/or Services will be as per the order, alternatively Salary Now’s official list price in place at the date order of the Goods and/or the date of rendering the Services, subject to clause 8.2 below.
2. Salary Now reserves the right, prior to delivery of the Goods and/or rendering the Services, to vary any quoted price by increasing the price and/or adding any additional costs in relation to the Goods and/or Services. In this regard, the Customer acknowledges that various factors may be taken into account in determining pricing, including but not limited to, market related factors, cost of finance, urgency, time of delivery, availability and/or exclusivity of the Goods ordered and/or Services required as well as third party service providers.
3. Where prices are based upon a currency other than the South African Rand, any fluctuations in the exchange rate of such currency against the Rand between the date of the Customer’s order and the date of Salary Now’s invoice shall be passed on to the Customer who shall be liable for payment thereof.

8. CREDIT^[d] 

1. In the event that the Customer has entered into a credit arrangement with Salary Now the following clauses are applicable.
2. CREDIT FACILITIES
3. The Customer acknowledges that the granting of credit facilities to it and/or the increase or decrease of such facility is at the sole discretion of Salary Now.
4. Salary Now reserves the right to suspend or withdraw the Customer’s credit facilities at any time including, but not limited to, circumstances where the Customer is in default under this Agreement.
5. Any credit limit granted to the Customer shall not be deemed to be a limit of the Customer’s indebtedness to Salary Now.
6. INCREASE OR DECREASE OF CREDIT LIMIT
7. The Customer authorises Salary Now to automatically increase the Customer’s credit limit in Salary Now’s sole and unfettered discretion, however subject to a determination being made by Salary Now as to the financial means, prospects and obligations of the Customer. Salary Now shall be entitled to decrease the Customer’s credit limit in Salary Now’s sole and unfettered discretion.
8. Should the Customer wish to increase its credit limit, a fresh application will need to be submitted to Salary Now, in the prescribed form.
9. The Customer undertakes to fully and truthfully answer any requests for information and/or documentation made by Salary Now as part of the assessment required above within 5 (five) days of receipt of such a request.

9. DELIVERY OF GOODS AND SERVICES

1. The date of delivery of the Goods and/or Services will be deemed to be the date when the Goods and/or Services are delivered to the Customer or the date on which Salary Now notifies the Customer that the Goods and/or services have been made available. Any third party who accepts delivery of the Goods and/or Services on behalf of the Customer will be deemed to be the Customer’s agent and it shall not be necessary for Salary Now to prove the authority of such person, who shall be deemed to have been duly authorised for such purpose.
2. The Customer warrants that a statement of account from Salary Now shall also constitute prima facie proof of the proper delivery of the Goods and/or Services to the Customer.
3. Salary Now will endeavour to deliver the Goods and/or render the Services to the Customer within a reasonable period. The Customer shall not be entitled to cancel any order by reason of any delay and Salary Now shall not be liable for any damages for failure to timeously effect delivery of the Goods and/or Services for any reason.

10. DISCREPANCIES

1. The Customer must check the Good and/or Services for correctness. Unless the Customer notifies Salary Now, on delivery, that the Goods and/or Services are defective, short delivered, or not in accordance with the order, Salary Now shall not be liable for any of the aforesaid discrepancies, provided that the aforesaid notice shall not constitute an admission of the discrepancy.
2. Once Salary Now has satisfied itself of the validity of the Customer’s complaint, it will determine, in its absolute discretion, the manner in which it resolves such complaint, in accordance with all applicable polices, regulations and laws at that time.

11. NO WARRANTIES

1. The Customer acknowledges that Salary Now makes no warranties of whatsoever nature, whether express or implied, in respect of the Goods and/or Services. The Customer accordingly indemnifies Salary Now and holds it harmless against all claims of whatsoever nature and howsoever arising, which may be brought against Salary Now by any person arising out of the use of the Goods and/or Services.
2. Any recommendations or assistance provided by Salary Now concerning the Goods and/or Services shall not be construed as a representation or warranty of any kind and such information is accepted by the Customer at the Customer’s own risk and without any obligation or liability to Salary Now.^[e]

12. LIMITATION OF LIABILITY AND INDEMNITY

1. Salary Now will not be liable for any direct, indirect, consequential, special or delictual loss or damage of any nature and howsoever arising which may be suffered by the Customer or any third party as a result of or in connection with any transaction contemplated between the Parties, or the Goods and/or Services.
2. Notwithstanding 12.1 above, should Salary Now be found to be liable at any stage, the Customer agrees that such liability, if any, will not exceed the total fee/price paid or due to be paid by the Customer for the Goods and/or Services that form the subject matter of such claim.^[f]
3. The above exclusions and limitations of liability shall apply regardless of how the loss or damage may be caused and whether based in contract, delict or otherwise.
4. The Customer hereby indemnifies Salary Now for and holds it harmless against any claim, damage, loss, cost or expense of whatever nature made against the Customer by any third party arising from or associated with the Goods supplied and/or Services rendered by Salary Now to the Customer, the Customer’s or a third party’s use of the Goods and/or Services, the Customer’s representations given to third parties in respect of the Goods and/or Services or any other matter for which Salary Now would not be liable to the Customer under these Terms and Conditions and the applicable agreement between the Parties.
5. The Customer hereby waives any rights which it may have in terms of the Consumer Protection Act 68 of 2008 and shall not have any claim of any nature whatsoever against Salary Now if the Goods and/or Services in question are not suitable for the purpose for which they are required, whether that purpose was known to Salary Now or not.  
6. Notwithstanding the above, Salary Now does not exclude or limit its liability, if any, for any matter for which it would be illegal for Salary Now to do so.

13. INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIAL INFORMATION

1. Salary Now is the owner of all intellectual property rights, and/or the holder of applicable licenses, in respect of the Goods and/or Services that Salary Now supplies and/or renders.
2. The Customer shall not at any time use, exploit or disclose any of Salary Now’s confidential information as to its business processes, including but not limited to plans, price lists, documents or any other information relating to the Goods and/or Services.
3. Other than is provided for in the applicable agreement between the Parties, all Intellectual Property rights belonging to Salary Now shall remain the property of Salary Now and the Customer will not acquire any right, title or interest in and to such Intellectual Property.
4. Salary Now (or its third party licensors) shall retain all rights, titles and interests in and to its Intellectual Property supplied to the Customer in the rendering of Services.
5. The Customer may, as permitted by Salary Now in writing, have access to and use Salary Now’s Intellectual Property as is necessary, solely for the purpose of the Customer utilising the Services and such use by the Customer must be in accordance with the provisions of their applicable agreement.
6. Should the Parties agreement be terminated and the Customer has in its possession any documents, diagrams, notes, memoranda, data, Intellectual Property or other records relating to the Confidential Information of Salary Now and in any media whatsoever, including but not limited to a hardcopy, disc, back up tape and/or download onto the Customer’s computer systems, the Customer undertakes to immediately return such documents, diagrams, notes, memoranda, data, Intellectual Property or other records to Salary Now and shall not retain any copies or backups thereof or any extracts therefrom.
7. The obligations contained in the clause above shall be complied with within 7 (seven) days of termination of the Parties agreement.

14. BREACH

1. If the Customer breaches any provision of these Terms and Conditions, or fails to pay any amount on its due date, or suffers any civil judgment being taken and does not take steps to rescind such judgment with 10 (ten) days of the judgment coming to its knowledge, or commits an act of insolvency, or is placed under sequestration, liquidation (whether provisional or final, voluntary or compulsory) or business rescue, or makes or attempts to make any general offer of compromise with any of its creditors or sells its business or changes the structure of its ownership, Salary Now shall, without prejudice to any other remedies that it has available to it inter alia the right to claim damages, be entitled to:

1. suspend or cease performance of its obligations to the Customer until the Customer’s breach has been remedied; and/or
2. summarily cancel the sale of any Goods and/or rendering of Services to the Customer; and/or
3. suspend any Services; and/or
4. repossess, to the extent possible, any Goods which have not been paid for; and/or
5. exercise its lien over any of the Customer’s property in its possession or under its control; and/or
6. summarily cancel the applicable agreement with the Customer or claim specific performance of all of the Customer’s obligations whether or not such obligations have fallen due for performance,

in all instances without prejudice to Salary Now 's right to claim damages or any other rights it may have in law.

15. FORCE MAJEURE AND SUPERVENING IMPOSSIBILITY

1. The Customer acknowledges and agrees that this clause is applicable to all force majeure events (any event beyond the control of Parties which renders obligations of the applicable agreement between the Parties impossible to fulfil) and/or supervening impossibilities as well as any other causes beyond the control of Salary Now.
2. Salary Now will not be liable to the Customer for failing to perform its obligations in terms of the applicable agreement between the Parties as a result of an act of God and/or force majeure event/s and/or supervening impossibilities and/or any cause/s beyond its control.
3. Subject to the provisions of their applicable agreement and these Terms and Conditions, in the event of delays in delivery or performance caused by an act of God and/or force majeure event/s and/or supervening impossibility/ies and/or any cause/s beyond its control or the Customer, the estimated date of delivery or performance shall be extended by the period of time that Salary Now is actually delayed.

16. DISCLOSURE OF INFORMATION

1. The Customer hereby consent/s and grant/s authority to Salary Now and/or its duly authorised agents and/or representatives (including its legal representatives) to conduct credit checks, searches and the like with any credit agency or party which Salary Now may at its discretion consider expedient or necessary, inter alia, for the purpose of ascertaining the credit worthiness of the Customer or in order to trace the Customer or any of their assets.
2. Salary Now shall be entitled to record any adverse credit report with any agency or person. The Customer acknowledge/s that the application for and existence of any account with Salary Now may be recorded by credit agencies and details of the conduct of the account may be given to and duly recorded by and shared with other persons for various reasons.
3. The Customer hereby waive/s any claim and indemnifies and holds Salary Now and/or its duly authorised agents and/or representatives (including its legal representatives) harmless against any claim for any nature and howsoever arising from the aforesaid instances.^[g]

17. PROTECTION OF PERSONAL INFORMATION

1. The Customer is hereby informed and accordingly consents that Salary Now may, during the course of their relationship and during the course of their agreement, collect, store, delete, outsource, transfer or otherwise process personal information of the Customer, which includes inter alia, personal, identifying, contact, residential, financial, correspondence, criminal, and employment information, as well as any assessments, evaluations and interpretations in respect of any of the aforesaid (hereinafter referred to as “Personal Information” as read with and otherwise contemplated in terms of the Protection of Personal Information Act 4 of 2013).
2. The Customer is hereby informed and accordingly consents that Personal Information shall be collected for purposes as required by Salary Now in terms of these Terms and Conditions and/or the applicable agreement between the Parties or as otherwise required by law. Such Personal Information shall only be processed by Salary Now and/or an authorised third-party operator for purposes relating to the applicable agreement and business relationship, or any other third party where required in terms of applicable law, or where any additional information not incidental to the aforesaid relationship (if applicable) is processed by Salary Now in accordance with the circumstances, upon prior consent of the Customer.
3. The Parties acknowledge and agree that all Data provided by either of the Parties, or to which the Parties may be exposed, shall constitute Confidential Information and where applicable, Intellectual Property belonging to the Party disclosing such Data.
4. The Parties hereby warrant, represent and undertake in favour of each other that:

1. they shall at all times strictly comply with all Applicable Laws and with all the provisions and requirements of any of Salary Now’s data protection policies and procedures which may be in force from time to time; and
2. Salary Now shall not, at any time process Data for any purpose other than with the express prior written consent of the Customer, and to the extent necessary to provide the Services to Customer; and it shall ensure that all its systems and operations which it uses to provide the Services, including all systems on which Data is processed as part of providing the Services, shall at all times be of a minimum standard required by all Applicable Laws and be of a standard no less than the standards which are in compliance with the Best Industry Practice for the protection, control and use of Data.

5. The Parties shall take appropriate and reasonable technical and organisational measures to prevent the loss of, damage to or unauthorised destruction of Data and the unlawful access to or processing of Data. The measures taken must at all times be of a minimum standard required by all Applicable Laws and be of a standard no less than the standards which are in compliance with Best Industry Practice for the protection, control and use of Data.
6. Salary Now shall take reasonable steps to identify all reasonably foreseeable internal and external risks posed to Data under Salary Now’s possession or control and establish and maintain appropriate safeguards against any risks identified. Salary Now shall regularly verify that the safeguards are effectively implemented, and keep a record of such verification. The safeguards shall be updated continually in response to new risks or deficiencies in previously implemented safeguards. Records kept must be available for inspection on 10 (ten) Days’ notice, upon notice in writing from the Customer.
7. A Party shall immediately notify the other Party (i) of any risks posed to Data that it has identified; (ii) of the safeguards established by it to mitigate the impact of the risks; and (iii) that the safeguards have been effectively implemented.
8. A Party shall notify the other Party of any security compromises or suspected security compromises of which it becomes aware or suspects, immediately on becoming so aware or forming such a suspicion.
9. The Parties acknowledge and agree that the retention and destruction of records shall be in accordance with Applicable Laws.

18. LEGAL PROVISIONS

1. These Terms and Conditions, the applicable agreement and all transactions between the Customer and Salary Now shall be governed by and decided upon in accordance with the laws of the Republic of South Africa, unless otherwise stated by Salary Now.
2. The Customer hereby irrevocably consents to the jurisdiction of the Magistrate’s Court in respect of any dispute which may arise between the Parties at any time, notwithstanding that the amount of any claim which may form the subject matter of such dispute exceeds the jurisdiction of such Court.
3. Clause 18.2 shall not preclude Salary Now from instituting action against the Customer in any other competent Court with jurisdiction, and in such event, the Customer agrees that Salary Now shall not be limited to recovering any costs occasioned thereby on the Magistrates’ Court tariff.
4. A certificate issued by any manager of Salary Now, whose authority, appointment and signature it shall not be necessary to prove, that certifies any indebtedness of the Customer to Salary Now, delivery of the Goods or rendering of Services to the Customer or any other fact shall constitute prima facie proof of such indebtedness or delivery or such other fact.
5. The Customer shall be liable for Salary Now’s legal fees in the event of Salary Now enforcing or defending its rights hereunder on the attorney and own client scale, including counsel’s fees, tracing agent’s fees and collection charges.

19. DOMICILIUM

1. The Customer choose as their domicilium citandi et executandi for all purposes under these Terms and Conditions, the physical addresses and email addresses as set out in the applicable agreement between the Parties, order, or any other document and/or communication with Salary Now.^[h]
2. Any notice or communication required or permitted to be given in terms of these Terms and Conditions and/or the applicable agreement between the Parties shall be valid and effective only if in writing, provided that it shall be competent to give notice by way of email.
3. A party may change its domicilium citandi et executandi (its physical address in the Republic of South Africa and/or email address by furnishing the other party with 5 (five) days written notice of its new physical address, provided that the change will only become effective from the 7th (seventh) Day from the deemed receipt of the notice by the other party.

20. GENERAL

1. These Terms and Conditions may be updated by Salary Now from time to time.
2. No relaxation or indulgence granted by Salary Now to the Customer shall prejudice or be deemed to be a waiver of any of Salary Now’s rights hereunder.
3. Each provision of these Terms and Conditions is severable, the one from the other. If any provision is found to be defective, unlawful or unenforceable for any reason, the remaining provisions shall continue to be of full force and effect.
4. The rule of construction that these Terms and Conditions be interpreted against the party responsible for drafting this document shall not apply.
5. The Customer shall not be entitled to cede any rights or assign any obligations under the Terms and Conditions.
6. Salary Now shall be entitled to cede its rights or assign its obligations under these Terms and Conditions, without notice to the Customer or any other person and such cessionary shall be entitled to enforce its rights hereunder against the Customer in respect of any Goods and/or Services that it supplies to the Customer.