Terms & Conditions
Terms & Conditions
Pubstuff – Terms of Service
(Version number: 1.0)
terms are the general terms of the relationship between us and you. The
terms cover any transactions where we provide goods to you. The
commercial terms of any transaction will be contained in an order that
will incorporate these terms. The order will prevail if there is a
conflict of meaning. Nothing in the terms obligates any party to enter
into any orders.
2. Definitions and interpretation
- Definitions. In the agreement:
- AFSA means the Arbitration Foundation of Southern Africa (or its successor or body nominated in writing by it in its stead);
- agreement means the agreement between us and you, consisting of the terms and any orders the parties enter into;
- authorised user means you or a user in your employ where you are a juristic person, who has been assigned credentials;
- business day
means any day other than a Saturday, a Sunday or a holiday (including a
public or bank holiday) in the jurisdiction where our entity that
entered into the relevant order is organised;
- business hours means our normal business hours on business days;
- contract year
means, in respect of an order, each successive 12 calendar month period
during the term of the order, calculated from the effective date;
- credentials means a unique user ID and password that has been assigned to an authorised user;
- effective date
means in respect of each order, the effective date stipulated in each
order, in the absence of which it will be the date the order is accepted
- existing material means any code,
forms, algorithms or materials developed by or for either party
independently and outside of the agreement and provided during the
course of the agreement;
- fees means the fees, charges, or purchase consideration that you will pay to us in respect of goods we provide under orders;
- goods means any goods we provide to you, under orders;
- ICT means information, communication or technology;
- order means an order placed though the website describing the specific goods to be provided by us to you;
- our technology
means any technology that we have created, acquired or otherwise have
rights in and may, in connection with the performance of our obligations
under the agreement, employ, provide, modify, create or otherwise
acquire rights in and includes any: concepts or ideas; methods or
methodologies; procedures or processes; know-how or techniques;
function, process, system, data, or object models; templates; the
generalised features of the structure, sequence and organisation of
software, user interfaces and screen designs; general purpose consulting
and software tools, utilities, routines or frameworks; logic, coherence
and methods of operation of systems; and patches or enhancements to
open source libraries;
- personnel means any director, employee, agent, affiliate, consultant, contractor or other representative;
- related and related persons
means natural and juristic persons who are connected to one another in
the manner contemplated in sections 2 and 3 of the Companies Act 71 of
- sign means the handwritten signature, an
advanced electronic signature, or an electronic signature that the
parties agree to use, of each of our duly authorised representatives;
- signature date means the date of signature by the party signing last;
- tax means any:
- tax (including value added tax, income taxes, pay-as-you-earn tax or other taxes levied in any jurisdiction);
- duty (including stamp duty);
- tariff, rate, levy; or
- any other governmental charge or expense payable;
- terms means the terms, consisting of:
- these terms of service; and
other relevant specific terms, policies, disclaimers, rules and notices
that the parties agree on, (including any that may be applicable to any
- we, us, or our
means Hirequip CC (Registration number 1997/032964/23), the vendor that
enters into an order and, if specified in the order, those related to
- writing means the reproduction of
information or data in physical form (includes handwritten documents,
hard copy printouts and fax transmissions) or any mode of reproducing
information or data in electronic form that the parties agree to use
(like pdf), but excludes information or data in the form of email;
- you or your means the customer that enters into an order and, if specified in the order, those related to it;
- your data means your data (including information about an identifiable person) that:
- you (or any third party on your behalf) provide to us; or
generate, process, or supply to you in providing the goods; but
excludes any derived data that we create for our own internal purposes
or which is proprietary or confidential to us or our third party
- 2.1 Definitions in the order.
Words defined (or assigned a meaning) in an order will have that
meaning in the terms, unless the context clearly indicates otherwise.
- 2.2 Interpretation.
All headings are inserted for reference purposes only and must not
affect the interpretation of the agreement. Whenever “including” or
“include”, or “excluding” or “exclude”, together with specific examples
or items follow a term, they will not limit its ambit. Terms other than
those defined within the agreement will be given their plain English
meaning. References to any enactment will be deemed to include
references to the enactment as re-enacted, amended, or extended. A
reference to a person includes a natural and juristic person and a
reference to a party includes the party’s successors or permitted
assigns. Unless otherwise stated in the agreement, when any number of
days is prescribed in the agreement the first day will be excluded and
the last day included. The rule of construction that an agreement must
be interpreted against the party responsible for its drafting or
preparation does not apply. GMT +2 will be used to calculate any times.
- 2.3 Conflict.
If there is a conflict of meaning between these terms and any order,
the order will prevail in respect of your use of the relevant services.
- The terms commence on acceptance and continue until terminated.
- 4.1 Capacity. You represent and warrant that you (and any person who places an order):
- are old enough under applicable law to enter into the agreement;
- are legally capable of concluding any transaction;
- possess the legal right, full power, and authority to enter into the agreement;
- are authorised to use the credentials required for any account; and
- will submit true, accurate and correct information to us.
you are younger than 18 years of age, you warrant that you have the
consent of your legal guardian to enter into the agreement or that you
have obtained legal status in another manner.
- 4.2 Invitation to do business.
The marketing of the goods by us is merely an invitation to do business
or for you to make an offer to procure goods. The parties only conclude
a valid and binding order when we accept the offer made by you. Unless
otherwise agreed in writing or we accept an offer earlier, we only
accept an offer relating to goods, when we ship the goods. If we only
ship part of the goods relating to an offer, we only accept that portion
of the offer. We may accept or reject any offer. If we do not accept
any offer, then we will refund any monies already paid by you.
- 4.3 Cancel.
Unless otherwise agreed, we may cancel any order at any time in our
absolute discretion. We will refund any monies already paid by you.
- 4.4 Fees. Despite our best efforts, the stated fees may be incorrect. We will confirm the fees for any goods when we accept your offer.
- 4.5 Third party terms.
If a third party delivers any goods directly to you, third party terms
or conditions may apply. You are solely responsible to ensure they
understand and agree to those terms.
- 4.6 Time and place.
The parties conclude any agreement between each other at the time when
our duly authorised representative accepts the relevant offer and at the
place where you have your head office. We do not need to communicate
the acceptance of the offer to you.
- 4.7 Orders.
The terms in effect at the time you make an offer will govern the
order. Each order will create a separate agreement. Despite that, we may
consider the breach of any one order to constitute a breach of any or
- 4.8 Stock availability. We
may not always have the goods on which you make offers in stock. You
may cancel the offer or make another offer on the part of the goods that
are in stock.
- 5.1 Sale. We sell the goods to you who purchases them on the terms of the agreement.
- 5.2 Countries.
You may only make offers for goods for delivery to the countries
specified by us. If your shipping or billing address is not amongst
those specified, you must not make an offer. We are only able to sell
into the countries specified, and we are only able to ship to those
- 5.3 Freight and packaging. Unless otherwise agreed in an order the goods will be supplied on the following basis:
- we will pack the goods in accordance with our packaging specifications for the goods;
the absence of any packing specifications, we will package the goods
suitably to ensure that damage in transit does not occur due to
- the fees will exclude the cost of packaging;
- unless otherwise agreed in writing, we will select the specific mode of freight of the goods; and
- the freight costs will be for your account.
- 5.4 Time until dispatch.
Once we receive an offer, we will endeavour to dispatch the goods as
soon as reasonably practicable (which may be longer than 30 calendar
days) to the address specified in the offer. We will try to adhere to
the estimated delivery dates but accept no liability for failing to do
so. You may not withdraw any offer due to a delay in delivery.
- 5.5 Risk and ownership.
All risk of loss or damage to the goods will pass to you upon physical
delivery of the goods to your delivery address. Ownership in the goods
will only pass to you upon full payment of the fees.
6. Your Data
- 6.1 Your data. We are not responsible for any of your data stored on our system.
- 6.2 Location of your data.
We are able to provide the website in multiple locations that are
located in different countries. Your data will remain in whatever
location you place it, unless we have to transfer it across a country
border to enable us to comply with our obligations under the agreement.
- 6.3 Privacy and protection of personal information.
- Legal obligations.
We are responsible for complying with our obligations and you are
responsible for complying with your obligations under applicable laws
governing your data. We both acknowledge that we are not investigating
the steps the other is taking to comply with any applicable privacy and
protection of personal information laws.
- Responsible party.
You remain the responsible party for determining the purpose and means
of our processing of your data, including that processing will not place
us in breach of any laws.
- Trans-border flows of your data.
You consent to us transferring your data across a country border to
enable us to comply with our obligations under the agreement. You are
solely responsible for determining that any transfer of your data across
a country border complies with the applicable laws.
- Indemnity. You
agree to indemnify, defend, and hold us harmless (and those related to
us and our personnel, co-branders or other partners) from and against
any claim, demand, loss, damage, cost, or liability (including legal
costs) arising out of or relating to you failing to comply with your
obligations under this clause. If permissible under applicable law,
legal costs will be on an attorney and own client basis.
- 6.4 Access.
On a party’s reasonable written request, the other party will provide
the requesting party with the information that it has regarding your
data and its processing that is necessary to enable the requesting party
to comply with its obligations under this clause and the applicable
laws. The requesting party will reimburse the other party for its
reasonable charges for its assistance.
- 6.5 Preservation of integrity of your data.
Both of us will take reasonable precautions (having regard to the
nature of each of our obligations under the agreement), to preserve the
integrity of your data and prevent any unauthorised access, corruption
or loss of your data.
- 6.6 Records. You agree that our records are prima facie evidence of the goods provided to you.
- 6.7 Return of data.
On termination of any order, each party will return to the other party
in the form in which it was received all of the other party’s data or
information provided to the party for the purpose of the performance of
the relevant order.
7. Intellectual property
- 7.1 Your data.
You own all your data. We do not own your data or other third party
content used as part of the website. All title, ownership rights and
intellectual property rights in and to the content accessed through the
website belong to you or the applicable content owner and may be
protected by applicable copyright or other law.
- 7.2 Retention of rights.
We have created, acquired or otherwise obtained rights in our
technology and despite anything contained in the agreement, we will own
all right, title, and interest in our technology.
- 7.3 Use of our technology.
If we utilise any of our technology in connection with our performance
under an order, our technology will remain our property and you will not
acquire any right or interest in it.
- 7.4 Trademarks.
Our logo and sub-logos, marks, and trade names are our trademarks and
no person may use them without permission. Any other trademark or trade
name that may appear on our marketing material is the property of its
- 7.5 Restrictions. Except as expressly permitted under the agreement, the website may not be:
- modified, distributed, or used to make derivative works;
- rented, leased, loaned, sold or assigned;
- decompiled, reverse engineered, or copied; or
- reproduced, transferred, or distributed.
- 7.6 Prosecution.
All violations of proprietary rights or the agreement will be
prosecuted to the fullest extent permissible under applicable law.
8. Our warranties
We warrant that
have the legal right and full power and authority to execute and
deliver, and to exercise our rights and perform our obligations under
- we and our personnel will not knowingly introduce any malicious software into your material or your system.
9. Disclaimer of warranties
- 9.1 Disclaimer. You
use our goods at your sole responsibility and risk. We provide the
goods on an “as is” and “as available” basis. Except for the warranties
given in this agreement and to the extent allowed by law, we expressly
disclaim all representations, warranties, or conditions of any kind,
whether express or implied, including: any implied
warranties or conditions of satisfactory quality, no latent defects,
merchantability, fitness for a particular purpose, accuracy, system
integration, quiet enjoyment, title, and non-infringement;
- 9.2 Exclusion of liability. Despite
any warranty we give, we will not be liable regards any defect arising
from negligence, failure to follow our instructions (whether oral or in
writing) or misuse.
10. Your warranties
You warrant that:
You have not been induced to enter into the agreement by any prior
representations, warranties or guarantees (whether oral or in writing),
except as expressly contained in the agreement;
- 10.2 By entering
into an order you are not acting in breach of any agreement to which
you are a party; and you agree to indemnify, defend, and hold harmless
us (and those related to us and our personnel, co-branders or other
partners) from and against any claim for damages by any third party as a
result of the breach of these warranties, including all legal costs. If
permissible under applicable law, legal costs will be on an attorney
and own client basis.
11. Fees and payment
- 11.1 Due dates.
You will be liable for and pay the fees specified in the order and any
additional fees promptly on the due date, without any deduction, set off
or demand and free of exchange in the currency specified in the order.
- 11.2 Manner of payment. You must make payment in the manner specified.
- 11.3 Late payments.
Any additional surcharges and penalties specified will apply to any
payment received after the due date to cover collection fees and
additional administration costs. You must pay the surcharges and
penalties to us on-demand. We may withhold or remove any goods until you
have paid all amounts that are due.
- 11.4 Interest on overdue amounts.
To the extent permitted by applicable law, any amount not paid by you
on the date of the statement of outstanding invoices will bear interest
for our benefit, from the due date until the date you pay it. The rate
of interest will be either 2% above the published prime overdraft rate
from time to time of our bankers or 15%, whichever is higher. A letter
signed by a general, branch or other bank manager setting out their rate
will be proof of the rate. Interest will be payable on a claim for
damages from when the damages were suffered.
- 11.5 Appropriation.
We may appropriate any payment received from you towards the
satisfaction of any indebtedness of you to us under the agreement.
- 11.6 Withhold payment. You may not withhold payment of any amount due to us for any reason.
- 11.7 Certificate.
A certificate, signed by an accountant appointed by us, of the amount
due by you and the date on which it is payable will be proof of the
correctness of the certificate’s contents.
- 11.8 Tax. All fees exclude any tax, which will be payable where applicable by you in addition to the fees.
- 11.9 Payment profile.
You and any signatory consent and agree that we may provide any
registered credit bureau with information about the payment of amounts.
12. Limitation of liability
- 12.1 Direct damages limited.
To the extent permitted by applicable law, regardless of the form
(whether in contract, delict or any other legal theory) in which any
legal action may be brought, our maximum liability to a you for direct
damages for anything giving rise to any legal action will be an amount
equal to the total fees already paid by you to us for the goods related
to the claim. The aggregate amounts for all claims will not be greater
than the maximum amount.
- 12.2I ndirect damages excluded.
To the extent permitted by applicable law, in no event will we (or our
personnel) be liable for any indirect, incidental, special or
consequential damages or losses (whether foreseeable or unforeseeable)
of any kind (including loss of profits, loss of goodwill, damages
relating to lost or damaged data or software, loss of use, damages
relating to downtime or costs of substitute products) arising from the
- 12.3 Exclusions. The
limitation contained in this clause will not apply to any breach by a
party of the other party’s proprietary or confidential information or
intellectual property or damages arising from a party’s gross
- 12.4 We are not liable for your default.
We will not be liable for any loss or damage suffered by you arising
out of or in connection with any breach of the agreement by you or any
act, misrepresentation, error or omission made by or on be
- half of you or your personnel.
- 12.5 Other goods or services. We are not liable for any other deliverable, including website, goods, or service provided by any third party.
- 12.6 Indemnity. We agree to indemnify, defend and hold you (and your personnel) harmless against any and all:
- loss of or damage to any property or injury to or death of any person; and
damage (including attorneys’ fees on an attorney and own client basis),
costs and expenses that you may suffer or incur arising directly or
indirectly from: (i) any wilful misconduct or fraud of us or our
personnel; or (ii) a breach by us of your proprietary or confidential
information, or intellectual property.
- 12.7 Liability.
Without limiting liability, neither party will be liable to the other
for any loss that it may suffer as a result of theft, fraud, or other
criminal act by a party or its personnel.
13. Breach and termination
- 13.1 If a party:
not fix any breach of this agreement (failure to comply with it) within
seven days of receiving written notice from the other party to do so;
- breaches this agreement materially twice or more in any six month period;
- is insolvent (bankrupt), or has some legal disability, for example, if they are placed under administration;
- takes steps to deregister itself (close down) or is deregistered;
- makes any settlement or arrangement with its creditors; or
- fails to pay a court order against it (does not satisfy a writ of execution) for more than one million rand, within 21 days;
- then the other party may, without prejudice to any of its rights:
- claim specific performance of this agreement (make the party comply with this agreement); or
- immediately cancel this agreement in writing; and
- claim damages from the other party, including any claim for any fees already due.
14. Resolving disputes
- 14.1 Notifying each other.
There will be a dispute about or from this agreement if a party writes
to the other about it and asks for it to be resolved under this clause.
The parties must refer any dispute to be resolved by:
- negotiation (direct talks to try and agree how to end the dispute); failing which
- mediation (talks in which a neutral third party tries to help the parties agree how to end the dispute); failing which
- arbitration (a hearing after which a neutral third party makes a binding decision about the dispute).
- 14.2 Negotiation.
Each party must make sure that their chosen representatives meet within
10 business days of notification, to negotiate and try to end the
dispute by written agreement within 15 more business days.
- 14.3 Mediation. If negotiation fails, the parties must refer the dispute to mediation under AFSA’s rules.
- 14.4 Arbitration.
If mediation fails, the parties must refer the dispute within 15
business days to arbitration (including any appeal against the
arbitrator’s decision) under AFSA’s latest rules for expedited
arbitrations. The arbitration will be held in English in Johannesburg.
The parties will agree and appoint one arbitrator. If the parties cannot
agree on the arbitrator within 10 business days after the referral, the
Secretariat of AFSA will appoint the arbitrator.
- 14.5 Agree otherwise in an order. The parties may agree otherwise in an order.
- 14.6 Periods. The parties may agree in writing to change the periods for negotiation or mediation.
- 14.7 Urgent interim relief.
This clause will not stop a party from applying to court for urgent
interim relief (temporary help) while the dispute resolution process is
being finalised. An example might be an interdict (type of court order).
This clause is separate and divisible from the rest of this agreement
and remains effective even if this agreement ends or is invalid.
15. Notices and domicile
- 15.1 Notices.
The parties will send all notices, authorisations, disclosures,
acknowledgements, or requests by hand delivery, prepaid registered post,
fax, or email to an address or number given in the specific terms.
- 15.2 Service (delivery) address for legal documents. Each party chooses its street addresses and numbers as its domicilium citandi et executandi (its address for the service of any document used in legal action) for this agreement.
- 15.3 Change of addresses or numbers.
Each party may change the addresses or numbers in the specific terms to
any other addresses or numbers in South Africa by writing to the other
party 14 days before the change.
- 15.4 Deemed delivery.
Notice will be considered to be delivered on the date shown on any
hand-delivered, prepaid registered post, courier, fax or email
confirmation of delivery.
- 15.5 Notice actually received. If a party actually receives any notice or other communication, this will be good enough.
16. Force Majeure
- 16.1 Parties not liable.
No party will be responsible for any breach of this agreement caused by
circumstances beyond its control, including flood, fire, earthquake,
war, tempest, hurricane, industrial action, government restrictions, or
acts of God.
- 16.2 Party affected to notify other party.
If there is an event of force majeure, the party affected will tell the
other immediately, and they will meet within seven days to negotiate
other ways to carry out any affected responsibilities under this
agreement. The parties will continue to comply with the responsibilities
that are not affected by the circumstances.
- 16.3 Right to cancel.
If a party cannot fulfil a material (significant) part of its
responsibilities under this agreement for more than 60 days because of
force majeure, the other party may cancel this agreement by written
17. Assignment and subcontracting
- 17.1 No assignment.
No party may delegate its duties under this agreement or assign its
rights under this agreement, in whole or in part. We may assign this
agreement to any successor or purchaser of its business or some of its
- 17.2 Exception. Despite this
clause, we may cede and assign all rights and obligations under this
agreement to a related person without your prior written consent,
provided that we notify you within a reasonable time of the event
- 17.3 Our third party contractors.
We may sub-contract or delegate our obligations under this agreement to
third party contractors. We will remain liable for performance of the
third party contractors. No one may require us to disclose the terms
(including payment terms) of any sub-contract entered into with respect
to our obligations under this agreement.
- 18.1 Entire agreement. The agreement is the entire agreement between the parties on the subject.
- 18.2 Changes to the terms.
We may change the terms at any time and where this affects your rights
and obligations, we will notify you of any changes by placing a notice
in a prominent place on our website or by email. If you do not agree
with the change you must stop using the services. If you continue to
use the services following notification of a change to the terms, the
changed terms will apply to you and you will be deemed to have accepted
- 18.3 Changes to any third party software license agreement.
We will notify you of any changes to any third party software license
terms by placing a notice in a prominent place on our website, or
notifying you by email. The updated third party software license terms
will be effective immediately and you will be deemed to have accepted
them upon notification.
- 18.4 Acceptance of changes.
If you do not agree with the changes, you must stop using the service.
If you continue to use the service following notification of a change,
the changed terms will apply to you and you will be deemed to have
- 18.5 Waiver (giving up of rights). Any favour we may allow you will not affect or substitute any of our rights against you.
- 18.6 Severability.
If any term is void (invalid), unenforceable, or illegal, the term may
be severed (removed) from and will not affect the rest of this agreement
if it does not change its purpose.
- 18.7 Governing law. South African law governs this agreement.
- 18.8 Jurisdiction.
You consent to the jurisdiction of the Magistrate’s Court in respect of
any action or proceedings that we may bring against you in connection
with this agreement, even if the action or proceedings would otherwise
be beyond its jurisdiction without prejudice to our right to institute
any action in any other court having jurisdiction.
- 18.9 Non-exclusivity.
We may provide any goods or services to any other person or entity. We
may exploit our intellectual property subject to our confidentiality
- 18.10 Costs. Each party is responsible for its own costs of drafting and negotiating this agreement.
- 18.11 Publicity.
A party will not make any announcement or statement to the press about
this agreement, without first getting written permission from the other
- 18.12 Right to reference. You consent to us using your name and a general description of the services in any marketing or sales material.