General Terms & Conditions

PAYMENTS 24 PETRO CLUB TERMS AND CONDITIONS (“TERMS”)

By using  the Petro Club Solutions or signing the Petro Club Application Form and Fees Schedule, you agree to be bound to the Terms set out herein for the duration of the Agreement. These Terms contain the legal provisions applicable to the Petro Club Solution provided by us and manage our relationship and your responsibilities and contact with us.

The Terms must be read in conjunction with the remainder of your Agreement.  Your Agreement consists of these Terms, the Petro Club Application Form and Fees Schedule, and any other document attached to the Agreement from time to time. A copy of the latest Terms is available on our website www.payments24.com

If you do not understand any part of these Terms, you must request that it be explained to you before accepting and concluding the Agreement, by contacting our Help Desk.

A.  GENERAL TERMS

1.                              INTERPRETATION
   1.                         You appoint us with effect from the Effective Date, to provide you with the Petro Club Solution and for which you have been approved, subject to the terms of the Agreement.
   2.                         You warrant that all Transactions will only take place in the Republic of South Africa.
   3.                         If there is conflict relating to any amount in the Agreement described in numbers and words, the words will prevail.
   4.                         All Fees in the Agreement exclude VAT, where the intention is that an amount includes VAT: the words “including VAT” or “including value-added tax” will be specifically recorded.
   5.                         Where any number of days is prescribed, those days shall be calculated by excluding the first Business Day and including the last Business Day.
   6.                         No provision in the Agreement will be interpreted or construed to exclude, waive or deprive you of your rights in terms of Law, other than as permitted.
   7.                         Any terms printed in bold place a strict obligation on you and must be carefully read and understood by you.
   8.                         Words that are defined will bear the defined meaning, and any other grammatical form of that word will have a corresponding meaning. Words in lowercase bear their plain English meaning.
   9.                         If one or more of these Terms is invalid, it will not mean that the rest of the Terms are invalid. The rest of these Terms will still legally apply to you and us.
   10.                     The rule of construction that a contract will be interpreted against the Party responsible for the drafting or preparing of the contract will not apply.
   11.                     Any reference to a Party will, if such Party is liquidated or sequestrated, also be applicable and binding upon that Party's liquidator or trustee, as the case may be.
   12.                     The words "include", "including", and "in particular" will be interpreted as being by way of example or emphasis only and will not be interpreted or take effect as limiting the generality of any prior words.
   13.                     The words "other" and "otherwise" will not be interpreted as being limited to the nature or kind of any prior words where a wider construction is possible.
   14.                     All definitions are set out in the definition section that can be found at the end of this document.
   15.                     If any of these Terms are inconsistent with the Petro Club Solution Terms, the Petro Club Application Form and Fee Schedule, or any other document attached to these Terms, then the Agreement will be read in the following order (“order of precedence”):
       1.                document attached to the Terms;
       2.                Petro Club Solution Application Form and Fee Schedule
       3.                Petro Club Solution Terms section B; and
       4.                General Terms section A.

2.                              TERM AND TERMINATION
   1.                         These Terms will commence on the Effective Date and endure for the duration set out in the Petro Club Application Form.
   2.                         Your initial onboarding and use of the Petro Club Solution may be subject to the successful passing of our onboarding assessment, which may include completing the necessary client due diligence, risk, and credit checks on you.
   3.                         Your failure to provide any requested FICA Documentation and information to us during onboarding and upon our request, will result in this  Agreement being terminated immediately by us upon notice to you or as otherwise agreed to between the Parties in writing.
   4.                         If a Third-Party Service Provider,  regulator or industry body terminates our authority to provide the Petro Club Solution, then your use of the Petro Club Solution and associated Terms to it will automatically terminate. We will provide you with written notice (including email) of such termination and the effective date of termination.
   5.                         Summary Termination:
      1.                   Notwithstanding the provisions above, we may immediately terminate the Agreement or part thereof on written notice (including email) if:
         1.              you have adverse findings on credit and intelligence bureaus;
         2.              we are instructed to terminate by an issuing or acquiring bank, regulatory or industry body authority or a court of Law;
         3.              you commit fraud or post a Fraudulent Transaction;
         4.              if you undergo voluntary or compulsory winding up, business rescue, receivership, commence liquidation proceedings, attempt to compromise, or defer payment of any debt owed to your creditors; or dispose of, encumber, or hypothecate all or a substantial portion of your assets or undertake or cease to conduct your business;
         5.              you allow a judgment against you to remain unsatisfied for 30 (thirty) days without taking steps to rescind or appeal the judgement;
         6.              you consolidate with or merge into any entity where the beneficial ownership of 20 (twenty) percent or more of the outstanding voting securities or other ownership interests in you are acquired by another entity, or there is any change in ownership and/or the nature in your business you have not advised us in writing in accordance with the Terms.
   6.                         If the  Agreement or part thereof is terminated for any reason:
      1.                   the impacted Solution(s) and terms and conditions of the Agreement relating to such Solution(s) will automatically terminate;
      2.                   you are required to return to us all Confidential Information, Data and/or material related to the  Agreement within 5 (five) Business Days from the date of termination;
      3.                   all amounts owing to us will immediately become due and payable;
      4.                   Fees will cease to apply from the date of de-activation of the Petro Club Solution, subject to the remainder of this clause;
      5.                   you will refrain from using any marketing material, our trademarks, trade names and any Intellectual Property belonging to us; and
      6.                   the rights and obligations of the Parties that arose prior to the effective date of termination will not be affected.

3.                              CHANGES TO THE TERMS
   1.                         The latest version of the Terms will be available on our Website and will replace all previous agreements you have entered into with us regarding the Petro Club Solutions. You must access our Website to view these Terms and any amendments made thereto.
   2.                         The Agreement  may need to be changed from time to time. When the terms of the Agreement  are changed, we will communicate the changes and the effective date of the changes.
   3.                         We reserve the right to make any such changes effective immediately, if necessary to maintain the integrity and security of the Petro Club Solutions, and to comply with the Rules.
   4.                         You must contact us in the event of any queries you may have or if you do not agree with any of the changes.
   5.                         We will advise you of any Material Changes to the Agreement  by way of email. It remains your responsibility to ensure that we have the latest and correct contact details on record.
   6.                         If we send a communication to the contact information provided by you, but you do not receive it because your contact details on file are incorrect or blocked (in the case of an email), or if you are otherwise unable to receive communications, the communication will still be deemed to be successfully delivered to you.
   7.                         If you do not agree with a Material Change to the Agreement, which change is not a requirement in terms of the Rules and/or our agreement with our Third-Party Provider and/or for security purposes, you must, before the expiry of 30 Days from the date of the notification of the change (“Notification Period”), notify us of your objection to the proposed changes by contacting our Help Desk.
   8.                         Notwithstanding any provision in this Agreement, any changes to the Rules cannot be disputed as we are legally bound to these changes. 
   9.                         Your continued use of  the Petro Club Solution after the expiry of the Notification Period will serve as confirmation that we have given you an adequate time to read and understand the terms of the Agreement  and will be regarded as your acceptance of the amended terms of the Agreement .
   10.                     The use of our Petro Club Solution after the Notification Period will be governed by the amended Agreement.
   11.                     In the event of a dispute as to the materiality of an amendment between the Parties, we will make the final determination in this regard.

4.                              THE PARTIES CONDUCT DURING THE RELATIONSHIP
   1.                         We will provide the Petro Club Solution to you subject to the Terms herein.
   2.                         We will not be responsible for any malfunction, non-performance, or degradation of performance of the Petro Club Solution directly or indirectly arising out of any alteration or modification of the Petro Club Solution; Your System or the integration made without our written approval.
   3.                         From time to time, we may make electronic Documentation available to you at no additional cost. To the extent that is expressly permitted, you may incorporate it (or extracts from it) into works prepared for your internal business operations, provided that all trademarks, copyright, ownership, and confidentiality notices are included as per the original.
   4.                         It is your responsibility to ensure that any Data you provide to us is accurate and complete. We shall not be responsible for any Losses that you suffer as a result of incorrect Data.

5.                              WARRANTIES
   1.                         Each Party warrants that they have taken or procured the taking of all steps, actions, and corporate/executive proceedings needed for this Agreement  to be binding on them.
   2.                         You undertake to furnish us, upon request, with evidence of the authority of the person(s) who may act on your behalf.
   3.                         By making use of the Petro Club  Solution, you warrant that:
      1.                   you will comply with the terms of the Agreement  and Rules;
      2.                   you will not use our Petro Club Solution to conduct unlawful activities;
      3.                   the Petro Club Solution and associated Payment Instruments will only be used, installed, configured, or commissioned by appropriately trained members of your staff if required by us;
      4.                   you have obtained and will maintain, for the conduct of your business, all the necessary permits, certificates, and/or licenses;
      5.                   the information provided by you to us describing your business and business activities is correct, and you will advise us within 3 Business Days if there are any changes to your business or contact details and you indemnify us against any fines and Losses incurred due to your non-compliance with the requirement set-out herein;
      6.                   that you will ensure that you, your employees, and third-party service providers will not do anything or engage in any activity which is likely to affect or damage our name and reputation adversely;
      7.                   you will provide us with reasonable and necessary support and access to the Petro Club Solution Portal o integration during normal working hours and at other times reasonably requested by us to enable us to perform our obligations under the Agreement. Your failure to do so may result in us not being able to perform our obligations under the Agreement;
      8.                   you will obtain the specific written consent of all the individuals you list in the Petro Club Application Form before providing us with their Data in accordance with POPIA;
      9.                   you will keep a record of Transactions for the duration of the Agreement or as required by Law (whichever is longer);
      10.                that we may obtain your credit information from credit bureaus;
      11.                you will not state, imply, or create the impression that we endorse or guarantee any of your goods or services;
      12.                you will perform your obligations within the time periods set out in the Agreement, or if not prescribed, then within 3 (three) Business Days of request.
   4.                         We provide the Petro Club Solution as is and for commercial use only. We do not represent or warrant that:
      1.                   your use of the Petro Club Solution will be secure, timely, uninterrupted, error-free, or that all errors can be corrected completely;
      2.                   the Petro Club Solution will meet all your requirements other than as expressly provided for in the associated Petro Club Solution Terms, nor that it shall operate in all combinations with other Petro Club Solution; and
      3.                   we will alert you to avoid or prevent fraud, and/or we will prevent all fraud from occurring.

6.                              INDEMNITIES
   1.                         By utilizing any of the Petro Club Solution, you expressly agree to indemnify, defend, and hold us and our Third-Party Providers harmless from any and all claims and Losses, that may be suffered by you, your Customer, or incurred by us or our Third-Party Providers, arising from:
      1.                   you, your employees’, or your third-party service providers’ actions, omissions, unauthorized processing of Confidential Information or non-compliance with the Agreement;
      2.                   any dispute between you and your third-party service provider;
      3.                   dispute between you and the Approved Fuel Vendor;
      4.                   a claim arising out of an email instruction, mandate, consent, commitment, and the like that purport to be given by you (“purported instruction”). You agree that any purported instruction will be regarded as coming from you irrespective of the format in which it is received by us, and you agree to be bound by it.
      5.                   a claim or Loss suffered due to accidents, misuse, Destructive Elements, or failure or fluctuation of electrical power;
      6.                   any Loss suffered as a result of any corrupted computerized Data arising during the use of the Petro Club Solution;
      7.                   any breach of security or Data Compromise occurring as a result of: Data being transmitted from you or Your System or received by Your System;
         1.              any sales, excise, import or export, value-added, or similar tax or duty; and/or
         2.              all government permit fees, customs fees and similar fees that may be incurred under the Agreement  (“Taxes”). Any Taxes due or paid by you shall not be considered a part of, a deduction from, or be offset against any payments due to us under the Agreement .
   2.                         You shall be liable for all Losses incurred by us (including fines and penalties imposed on us) as a result of your actions, omissions and non-compliance or, and you hereby agree to defend and indemnify us against all claims and Losses arising from such non-compliance.
   3.                         The indemnities set out above will not apply where such a claim or Losses arise from our wilful misconduct or gross negligence. By using the Petro Club Solution, you agree that unless we act with gross negligence or wilful misconduct, we will not be liable for any Losses suffered whatsoever.

7.                              POPIA: PROCESSING YOUR DATA
   1.                         Please refer to our Privacy Policy, located on our Website.
   2.                         The Privacy Policy is incorporated into and shall form part of your Agreement .
   3.                         Your Personal Information (which, for the purposes of this term, includes “Special Personal Information” as defined in POPIA) will be held by our Solution Providers and us. To better understand how your Personal Information is treated, please refer to our Privacy Policy which forms part of this privacy term.
   4.                         By accepting the Terms of the Agreement or by utilizing the Petro Club Solution, you acknowledge that in order to:
      1.                   conclude and fulfil contractual terms and obligations to you;
      2.                   comply with obligations imposed by Law; or
      3.                   to protect or pursue your, our, or a third party’s legitimate interests, including offering products and services that best meet your needs your Personal Information may be processed by us and our third-party service provider as set out in our Privacy Policy.

5.                         You hereby provide your consent for us to disclose your Personal Information to any regulatory or industry body for use in any fraud prevention schemes they may set up.

8.                              CONFIDENTIAL INFORMATION AND DATA PROTECTION
   1.                         Each Party agrees to:
      1.                   keep Confidential Information private and secret even when uncertain about whether the information is confidential or not;
      2.                   destroy all Confidential Information that is no longer required, subject to the Rules; and
      3.                   keep all systems and media containing Confidential Information, whether physical or electronic, in a secure manner aligned to industry standards to prevent access by or disclosure to anyone other than their authorised employees and third-party service providers.
   2.                         You agree to treat all information received from or relating to a Customer as confidential and not to use the information for purposes other than as required in terms of the Agreement.
   3.                         You agree not to use any Confidential Information for your own or anyone else’s benefit, and where you assist us in obtaining Customer Personal Information, you agree to ensure that the Personal Information is complete, accurate, not misleading and updated where necessary, taking into account the purposes for which it was collected.
   4.                         You agree to only share the Confidential Information and Data with your employees and/or third-party service providers as is necessary to perform its obligations under the Agreement; and bind those parties to written confidentiality obligations before releasing any Confidential Information. Such confidentiality obligations shall be the same as, or similar to the obligations contained in this clause.
   5.                         The confidentiality obligations will not apply in the following circumstances if the Confidential Information:
      1.                   at the time of disclosure, is or has become generally available and known by the public, other than by the negligence or breach of the Agreement;
      2.                   has lawfully become known by or comes into the possession of a Party;
      3.                   disclosure is required by Law;
      4.                   was developed for a Party at any time independently of any information disclosed by the other Party; or
      5.                   is disclosed by a Party with the prior written approval of an authorised representative of the other Party; provided that the responsibility to prove that the confidentiality provisions do not apply falls on the Party making the claim.
   6.                         Should you be required by Law to disclose any Confidential Information belonging to us, then you must inform us prior to the disclosure.

9.                              DATA COMPROMISE
   1.                         In the event that you experience a suspected or confirmed Data Compromise, you agree to:
      1.                   contact us immediately and in any event no later than 24 (twenty-four) hours to report the confirmed or suspected Data Compromise;
      2.                   take immediate steps, at your sole expense, to investigate and mitigate the Data Compromise or suspected Data Compromise;
      3.                   cooperate at your sole cost and expense, in good faith, with us so that we may take any action or other steps reasonably required by regulatory authorities in terms of the Rules or our agreement with the Petro Club Solution Provider (as applicable) for the processing of Transactions. We have the right to aid in the investigation of the Data Compromise;
      4.                   provide us with updates as requested from time to time; and
      5.                   implement any remedial measures as requested by us, regulatory authorities, in terms of the Rules or our agreement with the Acquiring Bank for the processing of Transactions.
   2.                         If the Data transmitted between you and us is compromised due to a Data Compromise of Our System, we will investigate the breach at our cost and keep you updated with the progress of the investigation.

10.                          INTELLECTUAL PROPERTY
    1.                     Intellectual Property owned by us is and will at all times be and remain our property or that of our licensors, and you will not acquire any rights, title or interest of any kind in or to any or all of such Intellectual Property.
    2.                     Except as expressly permitted in these Terms, you will not use our (or our licensors') Intellectual Property without our prior written or electronic consent.  All rights in and to our (or our licensors') Intellectual Property not expressly granted in these Terms, are hereby reserved.
    3.                     You may not use our name, brand, logos or trademarks, refer to, or identify our Solution Providers (or any related entity) or us in any publicity releases, interviews, public announcements, testimonials, advertising or displays without our prior written approval.  Where approval has been granted you undertake to follow the guidelines and criteria provided by us.
    4.                     Upon termination of the Agreement  or earlier if we require, you agree to immediately cease all use of our and our Solution Providers’ marketing material, trade names, branding, logos and any similar material.
    5.                     You may not remove any legal, copyright, trademark, or other Intellectual Proprietary rights notices contained in or on any materials we provide to you.
    6.                     You agree not to alter, distort and/or animate our trademarks in any way.
    7.                     You must implement changes to logos, trademarks, and marketing after receiving the new logo, trademark or marketing collateral within the period we stipulate.
    8.                     By operation of Law, we become the owner of the Intellectual Property in any work created or executed by the Parties, whether alone or with others, under the Agreement, and you will have no rights in the Intellectual Property. In this regard you hereby irrevocably and in perpetuity cede, assign and make over (with effect from inception in respect of future copyright, as the case may be) the entire worldwide right, title, and interest in and to any such Intellectual Property rights to us.
    9.                     You agree to sign any documents or take any actions necessary for us to perfect our rights of ownership over any such Intellectual Property if requested by us, you further agree to do so within 5 (five) Business Days after the date of request.
    10.                  You hereby undertake and agree that you shall not claim any ownership rights whatsoever or dispute or assist anyone else in disputing the validity of any Intellectual Property, including any advertising material, belonging to our Solution Providers or us during or after the Agreement .
    11.                  You will ensure that all Intellectual Property used in connection with the Petro Club Solution or to which you have access is duly and properly licensed or authorised. You indemnify us against all Losses arising from the unauthorized use of such Intellectual Property.

11.                          FEES
    1.                     In exchange for using the Petro Club Solutions, you will pay the Fees as set out in the Fee Schedule. Should additional Fees be payable, we will provide you with a quote.
    2.                     Payment of the Fees will be made as follows:
       1.                by debit order; or
       2.                electronic funds transfer.
    3.                     You will be responsible for charges and costs for implementation and training for the Petro Club Solution supplied (unless provided to the contrary in an associated Terms),
    4.                     You may not deduct taxes.
    5.                     You will not earn interest on any amount held by us for whatsoever reason unless advised by us in writing.
    6.                     All invoices paid by EFT or any other method other than by authorised debit order must be paid upon presentment or on the date reflected on the invoice.
    7.                     If you fail to make payment within the time period required, your payment will be late and you will be liable to pay interest on the late payment at the Prime Rate of interest charged by Standard Bank Limited plus 5% (five percent) compounded.
    8.                     Debit Orders
       1.                By completing the debit order authority contained on the Petro Club Application Form and Fees Schedule, you hereby authorise us, or our nominated third party specified in the debit order authority, to issue and deliver payment instructions to your banker for collection against your Nominated Bank Account at your bank as specified in the Agreement, or subsequent change of banking details request, on condition that:
          1.           the sum of such payment instructions will not differ from your obligations as agreed to in the Agreement ; and
          2.           the individual payment instructions so authorised must be issued and delivered on the date when the obligation in the Agreement  is due.
       2.                If the date of the payment instruction falls on a non-processing day (weekend or public holiday), you agree that the payment instruction may be debited against your Nominated Bank Account on the following Business Day. Subsequent payment instructions will continue to be delivered in terms of this authority until no amounts are due and payable under this Agreement, or until you cancel this authority by giving notice to us in writing (including email) of not less than 5 (five) Business Days.
       3.                We will take 5 (five) Business Days to process the change in banking details once we receive confirmation of the change together with supporting documentation.
       4.                You acknowledge that all payment instructions issued by us shall be treated by your bank as if the instructions had been issued by you personally.
       5.                You hereby irrevocably authorize us, or our nominated third party (as the case may be) and provide us with the necessary permission to debit your Nominated Bank Account with, or collect from you the following:
          1.           the Fees;
          2.           adjustments for any errors;
          3.           any penalty levied by bank, regulator, third party service provider for the contravention of the Rules;
          4.           interest as provided for above;
          5.           any actual charges or Losses incurred as a result of your abuse, misuse  unauthorised use of the Petro Club Solution or fraud committed by your Authorised Payment Instrument Users and/or any damage incurred as a result of your failure to comply with any provision contained in the Agreement;
       6.                In the event we require payment from you for the Petro Club Solution by debit order, you will be in breach of the Agreement  if you cancel the debit order without our consent; and/or change your Nominated Bank Account without providing us with prior written notice of the change and the details of your new Nominated Bank Account.
       7.                When we credit your Nominated Bank Account, we retain the right to cancel or reverse such credit or part thereof, by debiting your Nominated Bank Account with the amount incorrectly credited to you.
    9.                     Fee Increase
       1.                We reserve the right to review your Fees from time to time and we will advise you in writing (including by email) of any amendments thereto on 30 (thirty) days’ notice.  We reserve the right to amend the applicable Fees immediately in the event that there are changes to any costs applicable to processing Payment Instrument Transactions as a result of changes or directives implemented by the South African Reserve Bank, Payments Association of South Africa (PASA) industry requirements; regulatory or industry bodies or our Third-Party Service Providers.
    10.                  Fees Disputes
        1.            It is your responsibility to verify that the Fees on your invoice are correct.
        2.            If you do not raise any query regarding the correctness of the Fees, debit order or your invoice within 30 (thirty) calendar days from the date on the invoice or debit (whichever is applicable), the Fees will be deemed to be correct. We are not liable for any errors or omissions brought to our attention after 30 (thirty) calendar days have passed.
        3.            This clause does not affect our right to claim any overpayments made to you in error or any other amounts that may be due to us.
    11.                  Confirmation of amounts owing
        1.            A letter signed by one of our managers is sufficient evidence of any amount you owe, which is due to us under the Agreement. Unless you can prove the contrary, we may use this letter to obtain provisional sentence, default judgment or summary judgment or commence any other legal proceedings. You agree that we do not have to prove the appointment of the manager who signs the letter.

12.                          DEFAULT/BREACH
    1.                     If any of the following events take place, you will be in default of your Agreement:
       1.                you do not comply with the terms of your Agreement  or the Rules; or
       2.                you submitted false information to us, which is regarded as material to us entering into the Agreement  with you.
    2.                     If you are in default, we may do the following:
       1.                provide you with written notice to remedy the default within a prescribed time period;
       2.                hold you legally responsible for any damages we have suffered because of your default;
       3.                suspend your Petro Club Solution immediately and without prior written notice;
       4.                terminate the Agreement  immediately upon notice; and
       5.                we may further rely on any of the remedies available to us in Law.
    3.                     If we suspend the Petro Club Solution you will be required to pay the Reactivation Fee, the amount of which will be determined by us from time to time before we can restore the Petro Club  Solution. Please contact us for information in connection with the Reactivation Fee.
    4.                     If we commit a breach of any material provision of this Agreement  and do not remedy this breach within 30 Business Days after receiving written notice from you asking us to do so, then you will have the right, without prejudice to your other rights in Law, to cancel this Agreement  immediately or claim specific performance of any obligation.

13.                          YOUR RELATIONSHIP WITH APPROVED FUEL VENDORS
    1.                We are not a party to any Transaction and agreement between you and the Approved Fuel Vendors and under no circumstance will we be a party to any dispute between you and the Approved Fuel Vendors.
    2.                If we refer you to any third-party service provider (whether to assist you with the integration and/or provide you with integration services, etc.), such third party shall be considered as your third-party solution provider and you will be solely responsible for all risk and liability that may arise from:
       1.           the cost of any services provided by your third-party solution provider; and
       2.           compliance with the applicable rules of your third-party solution provider
    2.                     We shall not be held liable for any disputes between you and your third-party service provider. You agree to indemnify us against any Losses incurred as a result. Any disputes that arise must be directly addressed with your third-party service provider. The services provided to you by your third-party solution provider creates separate legal rights and obligations between you and the third-party solution provider.
    3.                     In the event of downtime affecting the Approved Fuel Vendors and impacting Transaction processing, you acknowledge that such occurrences are beyond our control. We shall not be held liable for any Losses, whether arising from the malfunction of the Approved Fuel Vendor's point-of-sale device or any third-party involvement.

14.                          FORCE MAJEURE
    1.                     Should we be prevented from fulfilling any of our obligations under this Agreement  due to a Force Majeure event, we shall provide you with notice specifying the cause and anticipated duration of the Force Majeure event.
    2.                     We will notify you once the Force Majeure event has terminated.
    3.                     The performance of our obligations will be suspended from the date provided on the written notice until you receive confirmation that the Force Majeure event has terminated.
    4.                     We are not responsible for any delay and/or failure of performance or any Losses incurred due to the Force Majeure event. You will not be entitled to claim any Losses for the delay and/or the failure by us and/or the Acquiring Bank to perform obligations under the Agreement .
    5.                     If the Force Majeure event continues for longer than 30 consecutive days you may terminate the Agreement  on 30 days written notice to us.

15.                          INFORMAL DISPUTE RESOLUTION AND ARBITRATION
    1.                     You agree that any dispute that arises in terms of this Agreement  (other than where an interdict is sought, or urgent relief may be obtained from a court of competent jurisdiction) shall first be dealt with informally and in good faith between the Parties' designated authorised personnel by written notice to them at each Party’s registered address for service.
    2.                     If the Parties are unable to resolve the dispute through dispute resolution within 7 (seven) Business Days, then the dispute may be submitted to and decided by arbitration in accordance with the Arbitration Foundation of Southern Africa (“AFSA”) rules.
    3.                     The arbitrator will be a senior counsel with at least ten years standing agreed to between the parties.
    4.                     If the Parties are unable to agree upon an arbitrator within 10 (ten) Business Days after the arbitration has been demanded, the nomination will be made by the chairman of AFSA at the request of either Party.
    5.                     The arbitration will be held in Johannesburg.
    6.                     Either Party may have the award of an arbitrator made an order of court.
    7.                     You agree to keep the evidence in the arbitration proceedings and any order made by any arbitrator confidential.
    8.                     A demand by a Party to submit a dispute to arbitration in terms of this clause 18 is an adequate legal process to interrupt any time bar Laws in respect of legal claims.
    9.                     In the case of litigation, each Party consents and submits to the High Court of South Africa having jurisdiction in respect of all proceedings and disputes arising from or connected with the Agreement . The Parties may mutually agree and consent to another court's jurisdiction.

16.                          NOMINATED ADDRESS FOR RECEIPT OF LEGAL DOCUMENTS
    1.                     Your nominated address for the receipt of all legal documents relating to the Agreement  is set out on the Application Form, or a subsequent written notification of the change of address.
    2.                     Our nominated address for the receipt of all legal documents relating to the Agreement  is set out below:
       For Attention:
       Address: FF01 Sable Corner, 15 Bridgeways Boulevard, Century City,7441
       Email: [To be provided]

3.                     Any notices given by either Party under the Agreement  shall be deemed to have been duly given:
   1.                on delivery if hand delivered to the Party's physical address during business hours on a Business Day;
   2.                if delivered by courier service, be deemed to have been received by the addressee on the Business Day following the date of such delivery by the courier service concerned;
   3.                on transmission, if sent to the Party's then email address.
4.                     The Parties may change their respective domicilium address (to another physical address in the Republic of South Africa only) by notice in writing (including email) to the other Party.
5.                     Notwithstanding anything to the contrary contained herein, a written notice or communication actually received by a Party from the other shall be adequate written notice or communication to such Party notwithstanding that it was not sent to its chosen domicilium.

17.                          CESSION AND ASSIGNMENT
    1.                     You acknowledge and agree that we are entitled to cede, assign, and transfer the Agreement, a part thereof or any rights and obligations set-out herein, as and when we require to a third party.
    2.                     You will not be entitled to cede, delegate, assign or in any other manner dispose of any of your rights or obligations arising out of the Agreement  without our prior written approval, which approval is our sole and absolute discretion. 

18.                          QUERIES AND COMPLAINTS
    1.                     All queries relating to the Agreement and Service Levels can be raised by contacting the Help Desk or your account manager.

19.                          GENERAL
    1.                     It is explicitly agreed that we are entitled to appoint sub-contractors to complete and/or perform all or part of this Agreement .
    2.                     The Agreement  shall be governed by and interpreted in accordance with the Laws of the Republic of South Africa.
    3.                     No Party will have any claim or right from any undertaking, representation, or warranty not recorded in the Agreement .
    4.                     No delay, failure, indulgence or relaxation by any Party to enforce any provision of the Agreement  will be considered a waiver or affect that Party's right, in any way, to require performance at any time in the future.
    5.                     Any provision of the Agreement  which requires performance after termination of the Agreement  will survive the termination or expiration of the Agreement .
    6.                     Should any provisions of the Agreement  be held to be invalid, unlawful or unenforceable, such provisions will be severable from the remaining provisions of the Agreement, which will continue to be valid and enforceable.
    7.                     Nothing in the Agreement  limits or exempts the Parties from any liability to the extent that the Law does not permit this or requires the Parties to assume risk or liability not permitted by Law.

20.                          GENERAL TERMS FOR INTEGRATING YOUR SYSTEM WITH OUR SYSTEM
    1.                     These integration rules apply to you when integrate Your System with Our System to enable us to provide the Petro Club Solution and access to our Portal.
    2.                     We hereby grant you a right to use our API to access the Petro Club Solution and to display the contents received from the APIs within the application for the duration of the Agreement. The license is granted for your exclusive use and may under no circumstance be distributed to, used by- or for the benefit of any third party or for anything else but to access the Petro Club Solution and to display the contents received from the APIs within the application.
    3.                     Your use of the APIs and display of the content must comply with the technical Documentation, usage guidelines and any other documentation that will be provided to you.  
    4.                     We own all rights, title, and interest in and to the API and to all output and executables of the API.  
    5.                     The API provided to you shall be treated as Confidential Information.
    6.                     You may not use the API for any illegal, unauthorized or otherwise improper purposes, or in any manner which would violate this Agreement  or the technical documentation, breach any Rules, or violate the rights of third parties.
    7.                     You may not do something or cause something to be done that will allow disablement of authentication.
    8.                     You may not interfere with or disrupt the Petro Club Solution or Our Systems, servers or networks connected to the API or violate any of our requirements, procedures, policies or regulations of networks relating to the API or transmit any Destructive Elements through your use of the API.
    9.                     By using the Petro Club Solution and API, you undertake not to copy, modify, adapt, translate, reformat or create derivative works, reverse engineer, disassemble, decompile, download or otherwise attempt to discover the source code of our API through automated or other means.
    10.                  No rights or licenses are granted except as expressly set forth herein.  If you violate any of the foregoing restrictions, we will own all rights, title and interests relating to any and all inventions, works of authorship, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, using the API.  You accordingly agree to make all assignments necessary to accomplish the foregoing ownership.
    11.                  Our API is provided “as is” without any warranty or indemnity of any kind by us. You accept all risk and liability associated with and arising from your use of our API and Solutions.
    12.                  The Petro Club Solutions can only be enabled once you have successfully integrated Your System with Our System using the API specification we provided.
    13.                  The sole responsibility for the interpretation and application of the API vests in you and/or your third-party service provider.
    14.                  Your System: By using the Petro Club Solutions, you agree to take all reasonable steps to maintain and Upgrade your information technology infrastructure and your Systems at your costs to ensure the Petro Club Solutions and Your System perform as prescribed in the Agreement  and that the security and integrity of Your System is not compromised.
    15.                  Should new capabilities to the Petro Club Solution be introduced which require you to make Enhancements to Your System or platform, you undertake to implement these diligently with the necessary skill and care if requested by us and test Enhancements before implementation; we will be entitled, in our sole discretion, to attend such testing and/or obtain further details regarding your testing process.
    16.                  Before implementing any Enhancements that could affect the Petro Club Solutions or Our System, or making changes to Your System that may impact the integration between Your System and Our System, you must obtain our prior written approval.
    17.                  You will implement security standards in the manner we prescribe.
    18.                  You will ensure the accuracy, correctness and completeness of all input and/or output Data to be used by you on or in conjunction with the Petro Club Solution.
    19.                  You will back-up and safely store and retrieve your Data or the Data generated through the use of the Petro Club Solution. You indemnify us against all losses suffered by you arising directly or indirectly out of or in connection with the loss of Data.
    20.                  At your expense, you shall provide or make virtually available to us your integration into the Petro Club Solution for Acceptance Testing.
    21.                  We will initiate the Acceptance Tests with you and confirm the procedure that will be followed.
    22.                  Each Party shall provide assistance and support reasonably requested by the other leading up to and during Acceptance Tests.

21.                          PETRO CLUB SOLUTION
    1.                     General
       1.                These terms apply when you appoint us to:
          1.           issue white label fleet cards to Authorized Payment Instrument User; and
          2.           as an agent to facilitate payments on your behalf between the while label fleet cards and your appointed third-party Approved Fuel Vendors, to whom payment is due. 
       2.                By using the Petro Club Solution, you and your Authorized Payment Instrument User can purchase fuel or petroleum-related products from Approved Fuel Vendors using the pre-funded balance available on the Authorized Payment Instrument.
       3.                You will be issued with a Payment Instrument which is linked to your Petro Account which enables you or the Authorised Payment Instrument User, to transact at Approved Fuel Vendors.
       4.                You warrant that you will communicate the rules that are applicable to the use of the Petro Club Payment Instrument to Authorised payment Instrument Users.
       5.                We will inform you in writing about the process and the designated location for collecting the Payment Instrument(s) as well as the process on how to activate the Payment Instrument once it is issued by us.
       6.                You will be required to provide us with the verification documents, as outlined in our instructions, before the Payment Instrument is provided to you.
       7.                You must complete the Petro Club Solution Application Form which is required in order for us to customize the Petro Club Solution to your specific needs; the following key details must be specified in the Petro Club Solution Application Form:
          1.           information about the fuel vendors you wish to form part of the list of Approved Fuel Vendors;
          2.           the details of the Payment Instrument type you choose to use for Transactions. The available options are outlined in your Petro Club Application Form;
          3.           the names and contact details of the individuals authorized to use the chosen Payment Instrument within the Petro Club Solution;
          4.           details of vehicles intended for use in fuel Transactions, ensuring accurate and up-to-date information;
          5.           the security measures you choose to implement, including but not limited to password protection, PINs, or any other security protocols associated with the Petro Club Solution; and
       8.                applicable Transaction limits.
    2.                     Loading value onto the Payment Instrument
       1.                The Petro Account is funded by making payment into the Petro Account, the banking details will be confirmed by us in writing. The funds that are paid into the Petro Account must only be used for the intended purpose, which is to pay for fuel, oil or other petroleum-related products at Approved Fuel Vendors. The monetary value cannot be redeemed in any other way other than as provided herein nor can it be redeemed for cash.
    3.                     Interest
    4.                     Processing Transactions
       1.                Depending on the Payment Instrument selected, as indicated on your Petro Club Solution Application Form, the process to initiate a Transaction is as follows:
          1.           Card:  you or your Authorised Payment Instrument User must swipe or scan the card at an Approved Fuel Vendor's point-of-sale device and a pin code must be entered where the point-of-sale device prompts same;
          2.           QR Code: you or your Authorised Payment Instrument User must scan their mobile phone;
          3.           USSD:  you or the Authorised Payment Instrument User must use a mobile phone for payment by entering the payment amount, reference number, or recipient details. After the payment is successfully processed, the Approved Fuel Vendors will receive a notification message from us; and
          4.           Near Field Communication (NFC): the Authorised Payment Instrument User must bring the Payment Instrument in close proximity to an Approved Fuel Vendor's NFC-enabled point-of-sale device.
       2.                We will assess your Petro Account to confirm if there are adequate funds loaded to cover the purchase. If sufficient funds are available, the Transaction will be approved, and the approval status will be displayed on the Approved Fuel Vendor’s point-of-sale device.
       3.                If required (and prompted by the point-of-sale device) the Transaction Voucher must be signed by the Authorised Payment Instrument User.
    5.                     We are not responsible for the provision of Communication Infrastructure, should such resources be necessary for the use of the Payment Instrument in processing Transaction. You are responsible for procuring the necessary Communication Infrastructure and we shall not be held accountable for any consequences arising from the absence, or inadequacy of the specified Communication Infrastructure.
    6.                     Approved Fuel Vendors
       1.                Only fuel vendors that are approved by us are eligible to accept payments using the Petro Club Solution. To begin the approval process, you must provide accurate information on your Application Form about the fuel vendor you plan to engage.
       2.                Following your submission, we will enter into an agreement with the petrol station. Upon the approval of the petrol station, it is deemed an “Approved Fuel Vendor ” and we will provide you with confirmation of the approval in writing.
    7.                     You understand and agree that when we make payments to Approved Fuel Vendors, we are doing so as your agent based on your instructions. By appointing us as your agent, you confirm that the purpose of this arrangement is to facilitate  payments for fuel on your behalf.
    8.                     You are responsible for ensuring the accuracy of payment details, amounts due, and banking information. You indemnify and hold us harmless from any Losses arising from inaccuracies or errors in the information or banking details you provide to us.
    9.                     Validity
       1.                The Payment Instrumen  is valid until the last day of the month indicated as the expiry date on the Payment Instrument, and it may only be used during its validity period. In the event that the Payment Instrument  is lost or stolen, you can request a replacement Payment Instrument  from us. The details regarding the collection or delivery of the replacement Payment Instrument  along with the necessary verification requirements, will be communicated by us in writing.
    10.                  Breakage  At the expiry of the Payment Instrument validity period, ownership of the associated monetary value linked to the Payment Instrument will be transferred to us.
    11.                  Security and Fraud Prevention
        1.            To prevent unauthorised Transactions on your Petro Account, you agree to take all reasonable steps to safeguard the Payment Instrument which includes the following methods depending of the type of Payment Instrument issued:
           1.       Cards: The card must be kept in a secure location when not in use, and the associated PIN (if applicable) must be kept confidential;
           2.       QR Code: The mobile phone must be stored securely with activated device lock features and the mobile software application associated with QR code Transactions must be regularly updated and secured;
           3.       NFC Enabled Payment Instruments: NFC-enabled devices, such as cards or tags must be kept in a secure location and NFC enabled tags that are attached to vehicles must not be tampered with or removed from the vehicle. If biometric authentication is a security feature for NFC Enabled Payment Instruments (specified in the Petro Club Solution Application Form),   the Authorised Payment Instrument User is required to keep their biometric Data confidential;
           4.       USSD: passwords associated with mobile phone used to make payments must have strong password protection. 
        2.            You must comply with all security requirements and recommendations communicated by us from time to time in respect of the Payment Instrument.
        3.            Only the person(s) named as the “authorised user’ on your Application Form (deemed the Authorised Payment Instrument User) may use the Payment Instrument to pay for fuel and petroleum related products.
        4.            If the Payment Instrument  is lost or stolen, or if there are unauthorized Transactions processed on the Payment Instrument, you must notify us immediately on our customer service number (>>>)  Upon notification, we will promptly place a temporary hold or suspension on the Payment Instrument linked to the Petro Account to prevent fraud and where required issue you with replacement Payment Instrument. You will be charged a Fee for all Payment Instruments that we replace.
        5.            You understand that should we become aware of any Fraudulent Transactions and/or Fraudulent activity, whether by you or the Authorised Payment Instrument User, we will immediately terminate the Petro Club Solution and you indemnify us and hold us harmless against any Losses suffered due to the actions and omissions of your Authorised Payment Instrument Holder, your employees or any third party who gains access to the Payment Instrument.
    12.                  Disputes
        1.            Any payment made by us to an Approved Fuel Vendor  is final and cannot be reversed.
        2.            We shall not be responsible for disputes arising from goods and services purchased using the Payment Instrument. This includes, but is not limited to, matters concerning quality, value, warranty, delivery delays, non-delivery, or non-receipt of any goods or services. Any disputes relating to the goods or services purchased, for any reason whatsoever, should be resolved directly with the Approved Fuel Vendor. We have no obligation or responsibility in respect thereof.
        3.            Refunds will be processed in accordance with the Approved Fuel Vendor's refund policy. As only petrol related products may be purchased, please note that refund restrictions will apply in accordance with applicable Laws. We are not a party to the refund policy and any issues and disputes must be resolved exclusively between you and the Approved Fuel Vendor.
    13.                  Exchange Control
        1.            You must comply with the applicable exchange control regulations when performing any Transaction or payment made outside of the common monetary area (“CMA”). Any Transaction or payment made in a currency other than South African Rands will be converted to South African Rands at the prevailing rate of exchange that applies on the date of processing the transaction to your account. The Transaction will be shown on your monthly account statement in South African Rands.
    14.                  Access to Transaction information through the Portal
        1.            We will grant you access to our Portal, enabling you to view processed Transactions and check the available balance on your Petro Account. All Transaction details, including the date, amount spent, user of the Payment Instrument , and the Approved Fuel Vendors where the Transaction was processed, will be available.
        2.            You have the capability to amend the limits and restrictions to the Payment Instruments through the Portal. It is crucial to keep your Portal login credentials secure and confidential. We shall not be liable for any Losses incurred due to compromised login credentials.
        3.            You shall ensure that the information loaded onto the Portal is correct. You understand that we will not be responsible for incorrect information supplied on the Portal and you hereby indemnify us for any Losses that may arise if incorrect information on the Portal is supplied.
        4.            Any alterations made on the Portal, deviating from the details, limits, and restrictions initially specified in your Petro Club Solution Application Form, must receive our approval before implementation as there may be additional costs associated with the changes. 
    15.                  Branding
        1.            As the Petro Club Solution is a white-label product, the Parties shall mutually agree in writing on the specific branding details for the Petro Club Solution, encompassing logo placement, colour schemes, and other visual elements.
        2.            In the event of co-branding, wherein logos or branding elements of both Parties are featured, it is expressly acknowledged and agreed that all Intellectual Property rights associated with our brand shall remain our exclusive property and we shall retain ownership of all copyrights and Intellectual Property rights associated with our trademark.
    16.                  Training:
    17.                  Dormant Petro Accounts
        1.            An inactive Petro Account is defined as a Petro Account which contains a positive or nil balance and has not been used for a period of time, as determined by us and notified to you from time to time. If you continue to not use your Petro Account within the inactive status, and upon expiry of the inactive period, your Petro Account will be deemed dormant.
        2.            We will notify you before your Petro Account is deemed dormant. We reserve the right to close your dormant Petro Account.