Version: August 2024

YOUR USE AND CONTINUED USE OF THE ADMIT PLATFORM AND OUR SERVICES INDICATES THAT YOU HAVE BOTH READ AND ACCEPT THESE TERMS AND CONDITIONS AND ALL TERMS AND CONDITIONS AND NOTICES INCORPORATED HEREUNDER BY REFERENCE (I.E THAT ALSO FORM PART OF THESE) (“T&Cs”), INCLUDING:

ADMiT Privacy Notice

ADMiT General Terms of Use

1) INTRODUCTION 

1.1) The Client Portal is designed to provide you with secure access to a range of Principa Products and Services.

1.2) The ADMiT Platform is a product developed and owned by Principa  to help you identify and verify reliable borrowers who might previously have been excluded by traditional scoring methods.

1.3) ADMiT Consumer Scores may be accessed and used as a means of mitigating Clients’ decisioning risks in the provision of their products and services, by broadening the scope of considerations traditionally taken into account in assessing consumer offerings and practices. 

1.4) Principa provides this service in the form of the ADMiT Platform, where Clients, such as yourself, can, subject to approval of the Consumer, access a Consumer’s Score to assist in your decision-making. 

1.5) The ADMIT Platform offers Consumers access to various tools to help them complete their Consumer Profiles used to generate a risk based Consumer Score. This Consumer Score can be made available to Clients, such as yourself, to assist/support in your decision making.

1.6) Principa provides the ADMiT Platform for Consumers to carry out the Assessment/s and/or submit various Consumer Data in order to generate and house Consumer Scores that may be shared with Clients.

1.7) PRINCIPA, HOWEVER, IS NOT A PARTY TO (NOR IS IT AN INTERMEDIARY OR REPRESENTATIVE OF EITHER PARTY WITH REGARDS TO) ANY OF THE ACTUAL/FINAL TRANSACTIONS, PRODUCTS OR SERVICES WHICH MAY ARISE FROM OR RELATE TO THE USE OF OR RELIANCE ON THE CONSUMER SCORE. THESE WILL ALWAYS BE BETWEEN YOU, THE CLIENT AND THE END CONSUMER.

2) DEFINITIONS

In these T&Cs, the following terms shall have the meaning indicated below. 

ADMiT Platform: means the platform and database hosted, developed, and managed by Principa, consisting of the Consumer Profiles and various related support services, used to deliver the Services to Clients and Consumers, and includes any website and/or any related (and/or enhanced) mobi-sites, software applications and/or any other platform or portals specifically made available by Principa in relation to the Services.

Affiliate: each Party’s ultimate holding company and of the Party’s ultimate holding company’s other subsidiaries from time to time.

Applicable Law: means all laws, regulations, directives, statutes, subordinate legislation, common law and civil codes of any jurisdiction, all judgments, orders, notices, instructions, decisions and awards of any court or competent authority or tribunal, all codes of practice having force of law, statutory guidance, regulatory policy or guidance and industry codes of practice, and includes but it not limited to, the Data Protection Laws.

Assessment/s: means the test/s (including psychometric tests) (being a set of predetermined questions) provided to and taken by Consumers, through the ADMiT Platform, in order to generate a Consumer Score.

Bespoke Scores Services: means the provision of bespoke Consumer scores to Clients that may include the Consumer Score in combination with other data according to the Client’s specific criteria.

Campaign: means the services as set out in 4.2.1.

Confidential Information: means all information relating to or connected with these T&Cs or relating to a Party or its Affiliates (Disclosing Party) or its or their activities, in each case which is from time to time, or has been received or obtained by, or made available to, the other Party (the Recipient Party) (whether in writing, in disk or electronic form or any other form or medium in which such information may be recorded or kept, orally, pursuant to visits to premises or which can be obtained by examination, testing, visual inspection or analysis of any hardware or other item or component part) including information of whatever nature concerning the business, goods, products, know-how or Personal Information of a Party or its Affiliates, analyses and other material prepared by the Recipient Party which contain, reflect or are otherwise generated from the information described in these T&Cs and any information which is expressly indicated to be confidential, is imparted to the Recipient Party in circumstances importing an obligation of confidence, or which could reasonably be regarded as confidential.

Consumer: means an individual who registers on the ADMiT Platform and is awarded a Consumer Score and/or submits Consumer Data.

Consumer Data: means all other information and data variables related to a Consumer, besides the Consumer Score, housed on the ADMiT Platform including information provided by the Consumer and/or from other sources.

Consumer Profile: means the Consumer Data and Consumer Score housed on the ADMiT Platform. 

Consumer Score/s: means the risk rating/s assigned to a Consumer based on their Consumer Data and/or through the completion of Assessment/s.

Client, Lender, Your, You: means a person and/or juristic person that registers on the Client Portal to use the Services.

Client Portal: means the portal available to all Principa clients to sign up and receive services (including the Services) from Principa.

Data Protection Laws: means the Protection of Personal Information Act, 4 of 2013, Electronic Communication and Transaction Act, 25 of 2002, Promotion of Access to Information Act, 2 of 2000, Cybercrimes Act, 19 of 2020 and all Applicable Laws in any jurisdiction applicable to these T&Cs relating to the processing or protection of personal information and privacy, including where applicable the guidance and codes of practice issued by the Information Regulator or relevant supervisory authority from time to time. Data Subject, Processing and Personal Information, Special Personal Information will have the meaning ascribed to those terms in the applicable Data Protection Laws.

Intellectual Property: means any trademarks, service marks, trade names, domain names, logos, get-up, patents, provisional patents, inventions (whether patentable or not), know-how (including confidential industrial and commercial information and techniques in any form), utility models, registered and unregistered design rights, copyright, semi-conductor topography rights, database rights, and all similar proprietary rights which may subsist in any part of the world, as well as any Confidential Information or processes relating to that subject matter.

IP Rights: means all the rights in and to the Intellectual Property, including the right to have Intellectual Property registered in Principa’s name and rights to claim as Confidential Information.

Performance Data: means data related to the Consumer’s performance in terms of an agreement entered into between a Consumer and Client as well as in relation to the Services. 

Principa, Us, We, Our: means the owner of the ADMiT Platform and the Client Portal; Principa Decisions (Pty) Ltd (Registration number: 1999/012713/07)) having its registered address at Corner of Century Way and Century Blvd, The Colosseum Building Office 1002 (MO6) Mezzanine Level, Century City, Cape Town, 7441, email: legal@proncipa.com, Telephone  +27 21 680 6000 and (to the extent relevant and legally permissible) includes all of our directors, officers, employees, representatives, agents, shareholders, affiliates, subsidiaries, holding companies, related entities, advisers, sub-contractors, service providers and suppliers.

Parties: Principa and the Client, and each a Party.

3) REGISTRATION FOR OUR SERVICES

3.1) Once a Client is registered on the Client Portal, it will automatically enjoy access to the ADMiT Platform (and/or it may receive further registration prompts to complete registration). 

3.2) In order to pay for Principa Products and Services including ADMiT Services and to provide incentives to Consumers, the Client will also be automatically registered with 6DOT50 PAYvoucher account (and be deemed to have accepted 6DOT50s terms and conditions – available on its website - https://www.6dot50.com/). Your contract in respect of your 6DOT50 account is with 6DOT50 (Pty) Ltd and Principa accepts no liability whatsoever in respect of your 6DOT50 account and your contract with 6DOT50.

3.3) You agree and warrant that our Services and your login details will only be used for your own use and not be disclosed to any other third party or used on anyone else’s behalf. If you become aware of, or reasonably suspect, any unauthorised use of or access to your account or login details, you need to notify us of this immediately.

4) ADMIT SERVICES

4.1) Principa agrees to provide the Services, and any other related services, as may be included or supplemented from time to time.

4.2) Principa will render/generate Consumer Profiles in two ways:

4.2.1) Through Campaigns: where you/a Client will upload a list, consisting of consumer names, identity numbers and mobile telephone numbers onto the ADMiT Platform. These Consumers will then be sent a link via SMS or any mode of delivery selected or made available by Principa, under your/the Clients name, advising them that you/the Client wishes them to complete the Assessment/create a Consumer Profile. The Consumer will then be required to create an account on the ADMiT Platform and accept our terms and conditions, before completing the Assessment and/or providing additional Consumer Data, if they so wish. Once the Consumer has completed the Assessment and/or provided the Consumer Data, a Consumer Score will be generated which can be downloaded by the Client from the ADMiT Platform; or

4.2.2) Directly from Consumers: where Consumers unilaterally decide to create an account on the ADMiT Platform and complete the Assessment and submit additional Consumer Data if they so wish, in order to generate a Consumer Profile.

4.3) In both instances detailed above, the Consumer Scores will be retained on the ADMiT Platform where they can be viewed/consumed by you/other Clients subject to Clients obtaining the Consumers consent to do so, which will be evidenced by the Client inputting the Consumers name, contact details and identification number into the ADMiT Platform (or such other pre-verification information as may be prescribed, by Principa, from time to time).

4.4) When completing the Campaign template on the ADMiT Platform, the Client may select to incentivise the Consumer to register on ADMiT and complete an Assessment. Such incentive will be in the form of 6DOT50 vouchers which will be sent as part of the Campaign and can be redeemed by the Consumer through 6DOT50. The Client’s 6DOT50 account will only be debited in the incentive amount upon the Consumer completing the Assessment using the Client’s specific link. By providing an incentive the Client will then, subject to clause 4.5 below, also secure preferential access to the Consumer Score for a period of 5 days from the date on which the Consumer Score is calculated and made available to the Client.

4.5) In the event that two or more Clients run Campaigns for the same Consumer, the Client link used by the Consumer to complete the Assessment will prevail in terms of an incentive and corresponding preferential access to the Consumer Score. 

4.6) Clients may also procure the provision of Bespoke Score Services based on the Client’s specific criteria. Such services will be provided in discussion with Principa, will be quoted for separately and be subject to Principa’s consulting terms, read together with these T&Cs.

5) CONSUMER SCORES AND THE PROVISON OF THE SERVICES 

5.1) All Consumer Scores may be updated every 6 (six) months by the Consumer or such other period as determined by Principa, from time to time. 

5.2) This does not mean that the Consumer Score will expire but rather that Consumers will be entitled to update their Consumer Profile, complete a new Assessment and generate a new Consumer Score every 6 (six) months (or such other period as specified).

5.3) Should any Applicable Laws affecting the provision, implementation and/or usage of the Services, including any applicable Data Protection Laws, be introduced at any time, Principa reserves the right, to either terminate the Services (wholly or partially) or amend the Services.

5.4) Any Consumer Score provided by Principa as part of the Services shall in no way be construed as an opinion of Principa regarding the Consumer. We do not guarantee and shall not be liable for the accuracy or reliability of the Consumer Score, Consumer Data or any information provided to you as part of our Services – which is only as accurate, complete and up to date as the information supplied to us by the Consumer, you or any other third-party we use to obtain this information. The Client understands and acknowledge that we do not check the information we receive from third parties for accuracy or completeness. 

5.5) Use of the Services requires the Client to use its own skill and judgment. Client shall be solely liable for all actions and decisions taken by it in reliance on the Services or any data contained in the Consumer Score and the Client shall not hold Principa liable for any damages, loss or claims in this respect.

5.6) Principa may, at any time, and at its sole discretion remove any information from the ADMiT Platform with immediate effect, except information which Principa is obliged to retain in terms of Applicable Laws; and/or verify the accuracy of any statement or information obtained from Client. Furthermore, Principa shall be entitled to modify or suspend the Services when deemed necessary by it.

6) CLIENT OBLIGATIONS

6.1) In utilising the ADMiT Services, Client shall -

6.1.1) comply with all requirements regarding the processing of the Consumer Score and the use of the Services as prescribed by Applicable Laws including, but not limited to, Data Protection Laws; 

6.1.2) in the execution of a Campaign as set out in clause 4.2.1, comply  with the Wireless Application Service Providers Association (WASPA) Code; 

6.1.3) comply with any written instructions issued by Principa regarding the use of the Consumer Score and with Principa’s data protection policies, including its privacy notices available on the ADMiT Platform, from time to time;

6.1.4) use the Consumer Score obtained from the ADMiT Platform exclusively and once-off, such usage to be strictly for the purpose set out in these T&Cs and/or in accordance with a lawful and permissible purpose;

6.1.5) under no circumstances resell any Consumer Score or information obtained from Principa, create derivative products from such information or make such information available (in whatever form) to its customers or any other third party, without the prior written consent of Principa; and

6.1.6) not submit any Personal Information in respect of a minor child to Principa.

6.2) By submitting, or consuming, any Consumer information on the ADMiT Platform and using the Services, the Client warrants and represents that:

6.2.1) the Consumer is a customer (or potential customer) of the Client and has requested products and/or services from the Client; 

6.2.2) it has obtained all Consumer consents (whether from natural or juristic persons – as applicable) that may be required, in terms of Applicable Laws, to process the information required for such submission or request, as well as to share the Performance Data with Principa for the purposes of Principa running general/aggregated analytics on the accuracy and functionality of the Assessments/Consumer Profiles  (and the Client shall retain and store the Consumer consents obtained and be able to provide same to Principa upon its request); and

6.2.3) it will comply with each obligation contained in this clause 6 as well as in Principa’s policies to which it is bound; (b) it is fully authorised and has all required certifications and registrations required; and (c) it has adequate systems and/or procedures to ensure that all information supplied to it by Principa is kept confidential and secure, and is protected against unlawful intrusion, wrongful alteration, unauthorised disclosure or access by any unauthorised third parties (including online access).

6.3) The Client acknowledges that once a Consumer has completed the Assessment and/or provided Consumer Data, that the Consumer Score will be retained on the ADMiT Platform and if the Consumer has approached other Clients to receive products and/or services from those Clients that such Clients may get access the Consumer Score.

7) ADMIT FEES 

7.1) Clients will be charged a fee per Consumer Score consumed, which fee shall be debited off the Client’s pre-loaded 6DOT50 PAY account.

7.2) Upon registering for the Services, Clients will be registered for 6DOT50 account, whereby Clients can purchase 6DOT50 vouchers in advance in order to utilise any services available thereon, which includes the Services.

7.3) Clients shall adhere to the 6DOT50 Member Rules, Member Benefits Rules, and where applicable, the Merchant Terms, all available on the 6DOT50 website (https://www.6dot50.com/). 

7.4) The fees charged per Consumer Score consumed will be as set out in the ADMiT price list (as amended from time to time), available/as indicated on the ADMiT Platform and quotes will be provided upon the Client completing the Campaign order template.

8) ADMIT PERFORMANCE DATA INCENTIVE

8.1) Subject to clause 6.2.2, Clients that have used the Services may share Performance Data in relation to their Consumers with Principa. This Performance Data will be used to perform analytics on Consumer Scores/Profiles to determine the accuracy of the Assessments conducted on the ADMiT Platform. 

8.2) In the event that a Client shares Performance Data with Principa relating to a Consumer, the Client may receive a credit to their 6DOT50 account. The terms relating to this will be subject to a separate incentive agreement detailing, amongst other things, the format the Performance Data should be provided in and frequency of the provision of such Performance Data in respect of a Consumer. 

9) ADMIT TERMINATION

9.1) Clients may terminate the Services at any time by ceasing to use the ADMIT services.

9.2) Any breach by Client of its obligations under clause 6 is a material breach of these T&Cs and Principa is entitled to terminate these T&Cs with immediate effect on written notice to Client.

9.3) Principa may modify, suspend, or terminate a Client’s access to or use of the Services anytime for any reason in our sole discretion, including, but not limited to, in the event that Principa believes a Client may have breached any these T&Cs or caused, or may cause, harm or loss to Principa, other Clients, Consumers or any third parties.

9.4) The termination or expiry of these T&Cs shall not affect the accrued rights, remedies, obligations or liabilities of the Parties under it, existing at expiry or termination. 

9.5) The provisions of clauses 2, 10, 11, 12, 13 and 15 of these T&Cs and any other provision of these T&Cs which expressly or by implication is intended to come into or continue in force on or after the expiry or termination of these T&Cs, shall remain in full force and effect after these T&Cs expire or terminates. 

9.6) Other than as expressly referred to in these T&Cs, neither Party shall have any further obligation to the other under these T&Cs on or after its termination.

10) DATA PROTECTION

10.1) The Parties acknowledge and agree that the implementation of these T&Cs shall involve the Processing of Personal Information. 

10.2) The Parties agree that they are each responsible for complying with their respective obligations under Data Protection Laws.

10.3) The Parties shall, to the extent necessary and required – 

10.3.1) comply with all laws, policies and procedures relating to the protection, storage, handling, privacy, Processing and retention of Personal Information as well as the destruction of Personal Information; 

10.3.2) take appropriate and reasonable technical and organisational security measures to prevent the loss of, damage to or unauthorised destruction of Personal Information, and the unlawful access to or Processing of Personal Information; 

10.3.3) take reasonable steps to identify all reasonably foreseeable internal and external risks posed to data under its possession or control and establish and maintain appropriate safeguards against any risks identified;

10.3.4) provide a level of security appropriate to the harm that might result from any unauthorised or unlawful processing or accidental loss, destruction or damage to the Personal Information and also to the nature of the Personal Information being protected; 

10.3.5) implement any other measures and procedures to ensure that the Party’s obligations in terms of this clause 10 and Data Protection Laws are met; and 

10.3.6) with respect to any processing of Personal Information under these T&Cs, each Party shall (and shall ensure that any of its data operators) take appropriate technical and organisational security measures against unauthorised or unlawful processing of Personal Information supplied to it by the other Party and against accidental loss or destruction of, or damage to, that Personal Information in accordance with the provisions set out the Data Protection Laws. 

10.4) Each of the Parties will promptly notify the other Parties if it – 

10.4.1) becomes aware of any unauthorised or unlawful Processing, loss of, damage to, destruction of or mistake made in relation to the Personal Information; 

10.4.2) becomes aware that a disclosure of Personal Information may be required by law; 

10.4.3) receives a request, in writing or otherwise, from an individual or entity, to access their Personal Information or to cease or not begin processing, or to rectify, block, erase or destroy Personal Information.  The Parties will cooperate in promptly investigating and dealing with such request in order to ensure that such person’s rights under Data Protection Laws are protected; and/or

10.4.4) becomes aware of a breach of this clause 10. 

10.5) The Parties hereby indemnify each other against any legally and duly proven direct liability, loss, cost or damage suffered by a Party resulting from any action, proceeding or claim made by any Data Subject or Information Regulator against a Party attributable to any unlawful Processing by the other Party, its employees, agents or representatives or resulting from such Party’s breach of Data Protection Laws. This indemnity shall survive the termination of these T&Cs.

10.5.1) Each Party must notify the other immediately where there are reasonable grounds to believe that the Personal Information of a Data Subject has been or may be accessed or acquired by any unauthorised person or the provisions of this clause 10 have been breached. 

10.5.2) A Party’s failure to comply with the provisions of clause 10 is a material breach of these T&Cs. 

11) INTELLECTUAL PROPERTY RIGHTS

11.1) Unless expressly stated otherwise in these T&Cs, all IP Rights in and to and related to the Services provided and/or any computer system made available by Principa to the Client pursuant to these T&Cs remain vested in Principa and its licensors. Principa does not grant the Client any rights to or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), any other Intellectual Property rights, or other rights or licences in respect of the said Services/computer system/products. The Client shall not at any time question or dispute the ownership of any of said IP Rights. 

11.2) All Client information, Client equipment and the Client’s software and databases (the “Client IP”) made accessible by the Client to Principa to render the Services shall remain vested in the Client. The Client hereby grants to Principa a royalty-free, non-exclusive, non-transferable license to access and use the Client IP for the purposes of rendering the Services.

11.3) A Party’s logo and sub-logos, marks, and trade names are the trademarks of that Party and neither the other Party nor any person may use them without permission. To this end, Client hereby grants Principa the right to use its name and logos as part of Principa’s advertising and on its websites for the purposes of marketing ADMiT. Any other trademark or trade name that may appear on the marketing material of any Party, is the property of its respective owner.

11.4) Client grants Principa a perpetual, royalty free, non-exclusive, non-transferable license to use and copy the data submitted by it in order to perform the Services and to use and copy that data for Principa’s business purposes, to the extent permissible under Applicable Laws.

11.5) Any IP Rights developed by Principa or its Affiliates during the course and scope of these T&Cs vest in and are owned by Principa and/or its Affiliates (as the case may be) and Client acquires no rights in and to such Intellectual Property.

11.6) Except as expressly permitted under these T&Cs, the Services and the ADMiT Portal may not be (i) modified, distributed, or used to make derivative works; (ii) rented, leased, loaned, sold or assigned; (iii) decompiled, reverse engineered, or copied; or (iv) reproduced, transferred, or distributed.

11.7) Save to the extent already covered in this clause above, all IP rights relating to any services or products owned by the Parties, their vendors and/or suppliers and the software used to implement such products will at all times remain the sole property of such Parties, their vendors or suppliers.

12) CONFIDENTIALITY

12.1) No Party who is receiving Confidential Information (“Receiving Party”) from the other Party (“Disclosing Party”) may use, divulge, disclose, exploit, permit the use of or in any other manner whatsoever use the Disclosing Party’s Confidential Information or disclose the existence or contents of these T&Cs. The Receiving Party may only disclose the Disclosing Party's Confidential Information and the existence and contents of these T&Cs-

12.1.1) to the extent required by Applicable Laws or the valid order of a court of competent jurisdiction or the request of any governmental or other regulatory authority or agency, in which event the Receiving Party shall so notify the Disclosing Party as promptly as possible (and if possible prior to making any disclosure) and use its commercially reasonable endeavours to seek confidential treatment of such Confidential Information;

12.1.2) to its representatives and professional advisors to the extent strictly necessary for the purpose of implementing or enforcing these T&Cs or obtaining professional advice or conducting its business, it being specifically agreed that any disclosure or use by any employee, representative or advisor of such Confidential Information constitutes a breach of this clause.

12.2) The provisions above do not apply to any Confidential Information that (a) is or becomes generally available to the public other than as a result of a breach by the Receiving Party; (b) is received by the Receiving Party from a third party who has the right to disseminate such Confidential Information; (c) is or had already been independently generated by the Receiving Party prior to receiving it from the Disclosing Party; or (d) in respect of Principa, where the Confidential Information relates to a Consumer and that Consumer has approached another Client to provide its products and/or services for the purposes of executing these T&CS.

13) INDEMNIFICATION AND LIABILITY

13.1) Neither Party shall be liable to the other for any indirect, incidental or consequential loss or damage, including without limitation, anticipated savings, business transactions or goodwill or other contracts, whether arising from negligence or breach of contract. 

13.2) To the extent permitted by law, regardless of the form (contract, delict or any other legal theory) in which any legal action may be brought, Principa’s maximum liability for direct damages for anything giving rise to any legal action will be limited to an amount equal to the total of (3) three months’ fees actually paid by the Client to Principa immediately preceding the claim in question, up to a maximum of ZAR 1 million. 

13.3) Principa will not be liable for any loss or damage suffered by the Client arising from or in connection with any breach of the T&Cs by the Client or any act, misrepresentation, error or omission made by or on behalf of the Client or its personnel.

13.4) Principa, its Affiliates and its related persons including employees, officers, shareholders, representatives, agents, consultants, suppliers and advisers (“Related Persons”) shall not be liable for any delay, failure, breakdown, damage, loss, costs, claim, penalty, fine or expense arising from (i) use of the Services other than in accordance with these T&Cs; (ii) the Client effecting any changes, modifications or enhancements to Services without Principa’s prior written consent; (iii) operator error by Client, or any fault in the hardware, third party software or software supplied to or obtained by Client from any entity other than Principa; (iv) the intentional or negligent act or omission of any person who is not a member of Principa’s personnel; (v) Client negligence; (vi) act or omission of any telecommunications authority or a service provider of telecommunication services; and (vii) any other cause, including the fluctuation of electrical supplies, accidents or natural disasters.

13.5) The Client indemnifies and holds Principa, its Affiliates and Related Persons harmless against any and all losses, claims, damages, liabilities, fines, interest, penalties, costs, charges, expenses, demands and legal and other professional costs that Principa, its Affiliates and/or Related Persons may suffer as a consequence of (i) breach by Client of any obligations and warranties provided by Client; (ii) any third-party claim of any kind against Principa arising from or in any way relating to the provision of Services by Principa, (except where such loss, claim, damage, cost, expense or liability results solely from any gross negligence or wilful misconduct of Principa); (iii) the Client providing bad or incorrect data to Principa; and/or (iv) the Client failing to comply with any Applicable Law and its obligations.

14) FORCE MAJEURE:

14.1) The failure of either Party to fulfil any of their obligations under these T&Cs shall not be considered to be a breach of, or default of these T&Cs provided that such inability arises from an event of force majeure, act of God, act of State, riot, insurrection, strike, shortages, sanction, boycott, embargo, or any other circumstance beyond either Party's reasonable control (“Force Majeure”), and the Parties affected by such event has taken all reasonable precautions, due care and reasonable alternative measures to meet these T&Cs and has informed the other, as soon as is reasonably possible, about the occurrence of such an event.

14.2) During the subsistence of the Force Majeure, the performance of both Parties under these T&Cs shall be suspended, on the condition that either of them may elect to cancel any services should the event of Force Majeure continues for more than 21 (twenty-one) days by giving written notice to the other.

15) GOVERNING LAW AND JURISDICTION AND DISPUTES

15.1) These T&Cs shall in all respects be governed by and construed under the laws of South Africa.

15.2) The Parties hereby consent and submit to the non-exclusive jurisdiction of the High Court of South Africa, Western Cape Division, Cape Town, in any dispute arising from or in connection with these T&Cs.

15.3) Should any dispute arise between the Parties concerning the T&Cs or any issue arising therefrom, the Party disputing the T&Cs shall notify the other Party of such dispute in writing. The authorised senior executives of each Party must make every effort to resolve the dispute in good faith within 14 (fourteen) days of the date of the forementioned written.

15.4) Failing such a resolution, and if the dispute is arbitrable in law, either Party shall have the right to require that the dispute be referred to arbitration and that Party shall notify the other Party in writing of such requirement. Arbitration shall be held in Cape Town.

15.5) The dispute shall be finally resolved in accordance with the Rules of the Arbitration Foundation of Southern Africa by one Arbitrator appointed by said Foundation. The decision resulting from arbitration shall be final and binding on the Parties and may be made an Order of any court of competent jurisdiction.

15.6) The provisions of this clause shall not preclude any Party from access to an appropriate Court of Law for interim relief in the form of an interdict, mandamus or order for specific performance pending the outcome of arbitration. 

16) NOTICES AND DOMICILIUM

16.1) For the purposes of legal proceedings and for giving or sending any notice the parties choose the following addresses: 

16.1.1) Principa: address and email address stipulated in clause 2.

16.1.2) Client: the cellphone number/email address specified as your contact email address from time to time on the Client Portal.

16.2) All legal processes and notices sent to Principa must be marked for the attention of the Chief Financial Officer and, without derogating from the aforegoing, must include an email to accounts@principa.co.za.

17) AMENDMENTS

17.1) We may amend any of the T&Cs from time to time. To the extent permitted by Applicable Law, any such amendment will come into effect and become binding when notice of the change is given, which shall be done by publication on Principa Client Portal, ADMiT Platform, the Principa Website, the ADMiT Website or via email to the Client. 

17.2) Your continued use of the Services confirms your acceptance of our amended terms. Should you not agree to our amended terms, you must stop using our Services.

18) GENERAL

18.1) These T&Cs (including all incorporated policies and notices) constitute the whole agreement between the Parties and no variation, addition, deletion, or agreed cancellation of these T&Cs will be of any force or effect unless reduced to writing and signed by both Parties, save for any amendment as per clause 17, which shall be deemed to be agreed and signed by both Parties. 

18.2) Client may not cede, assign or otherwise transfer your rights and obligations in terms of these T&Cs to any third party.

18.3) Any failure by us to enforce any of our rights in terms hereof shall not constitute a waiver. Any indulgence, extension of time, relaxation or latitude by a party to the other shall not constitute a waiver of that Party’s rights.

18.4) If any term or condition contained herein is declared invalid, the remaining terms and conditions will remain in full force and effect.

18.5) No remedy hereunder is intended to be exclusive of any other remedy that is otherwise or may in future be available under any law.