VAAI’S TERMS AND CONDITIONS OF WEBSITE USE AND SERVICES

By accessing or using vaai.co or any of its related blogs, websites, or applications (collectively, “the Platform”), owned by Sapien Technologies (Pty) Ltd. (reg: 2018/019597/07) and/or it’s Partners (“Vaai”) you agree that you have read, understood and agree to be bound to the terms and conditions contained herein (“Terms”), in conjunction with any additional Vaai terms particularly applicable to you and the Services you utilise. All rights in and to the content of the Platform remain at all times expressly reserved by Vaai.

Please see Vaai’s distinct sections on Privacy, Intellectual Property, and Disclaimers & Indemnities.

  • Please pay specific attention to the BOLD paragraphs of the Vaai Terms. These paragraphs limit the risk or liability of Vaai, constitutes an assumption of risk or liability by you, impose an obligation by you to indemnify Vaai or is an acknowledgement of any fact by you.

 

Please read these terms carefully before accessing or using the Platform or Services. Vaai will assume you have read and understood these terms should you continue to access or make use of the Platform.

 

 

It is important to note the following:

·      
The terms “user“, “you” and “your” are
used interchangeably in these Terms and refer to all persons accessing the
Platform or using the Services for any reason whatsoever. Accordingly, the terms “us”, “our” or “we” refers to Vaai or its possession.

·       Not all terms are
necessarily defined in order.

·       These terms were
last updated on 30 April 2020.

 

Vaai’s
regulated functions and roles:

·      
Sapien
does not provide any regulated financial or insurance products/services itself,
but manages and owns the Platform
which operates as a limited
intermediary for other regulated
parties to offer their private services to you. When we detail that “Vaai” may
provide regulated services in conjunction with its partners,
Sapien does not provide same regulated
services, but rather operates as an intermediary
for it partner VFS to provide its regulated services to you.

·      
Vaai
Financial Services (Pty) Ltd. (with registration number 2019/593698/07)(“VFS”)
is a juristic representative of Perspective Advisory (Pty) Ltd. (with
registration 2016/240888/07) which is a registered Financial Services Provider
with FSP number 47155, which is underwritten by Compass Insurance Company
Limited which is a registered non-life insurance company and authorised financial
service provider with FSP number 12148.

·      
When
we refer to “Vaai” providing regulate services/products, we are specifically
referring to VFS and not Sapien Technologies (Pty) Ltd.

 

 

1.         
INTRODUCTION TO
THE PLATFORM AND SERVICES

1.1.        
Vaai provides various insurance and
other ancillary consumer services to its customers in South Africa,
where the Website
is used as a platform
for users to discover more about and engage with Vaai and its
services/products, purchase insurance products and assistive hardware from Vaai
and/or acquire additional services provided by authorised third-party providers
(collectively, “the Services”).


1.2.        
These Terms explain the conditions applicable to how users must make use of the Platform and the core considerations
applicable to a user’s use of any Services derived from Vaai. Depending on the
exact Services used, a user may also need to conclude additional agreements with
Vaai, which agreements will contain more specific details relating to the exact
Service acquired, including the exact services and fees to be expected. Same
additional agreements may also include the provision of any prescribed
documentation as per applicable legislation.

1.3.        
These Terms expressly supersede
prior agreements or arrangements with you. Vaai
may immediately terminate these Terms or any Services with respect to you, or
generally cease offering or deny you access to the Services
or any portion thereof, at any time,
for any reason
.

1.4.        
The use of the Platform is free. However,
in return for using some of the Services available, the user will pay a fee to Vaai
or another third party (“Fee”), but
same Fee will be detailed to you before you incur such a Fee, such as in any
further Service-specific agreement you may conclude with Vaai or another third
party. Please see clause 6 below or the relevant pricing page on the Platform
for a breakdown of the Fees which may be applicable to the specific Services provided
by Vaai.

1.5.        
The Platform and these Terms are
subject to change without notice. These Terms are updated or amended from time
to time and will be effective upon Vaai uploading the amended Terms to the
Platforms. Your continued access or use of the Platform constitutes your
acceptance to be bound by the Terms, as amended. It is your responsibility to
read these Terms periodically to ensure you are aware of any changes.

1.6.        
Unauthorised use of the Platform
and/or Services may give rise to a claim for damages and/or be a criminal offence.

2.         
RELATIONSHIP BETWEEN THE
PARTIES AND AGENCY

2.1.      
For all financial/insurance Services
provided to users, VFS operates
as the regulated Financial Services Provider. Your use of the Platform
or the Services is entirely at your own risk and based on your own volition and expertise.

2.2.      
Your
personal financial and insurance situation is unique, and it is your
responsibility, given your individual circumstances, to use any information
obtained through the Services appropriately and responsibly when implementing
your decisions.

2.3.      
Should
you make use of our Roadside Assist service or other services where Vaai does
not provide the service but rather an authorised third-party provider does, Vaai operates as your limited agent
in respect of those services, in that Vaai may instruct same providers on your
behalf and may bind you to certain undertakings, which you expressly understand and agree to. Accordingly, all law concerning agency
will apply between the user
and Vaai for third-party services facilitated on your behalf.

2.3.1.       Accordingly, as an agent to a user, Vaai can/will:

2.3.1.1.      
Contract with a third-party service provider on your behalf
to provide their private
services to you, in accordance with the specifications of any service you have
procured via the Platform;

2.3.1.2.      
Retain
information about any services or transactions conducted with you for
fulfilling legislated document-retention requirements as an agent; and

2.3.1.3.      
Act
in your stead and bind you to obligations absolutely necessary for your use of
the Services, as you have consented to and contracted to allow, herein.

2.4.       For clarity:

2.4.1.      
Third-party service
providers actually offer and provide
some of the services,
where same third-party service providers are liable for all responsibility


stemming from the provision of
their independent services to the user, under the applicable legislation in the
third-party service provider’s jurisdiction.

2.4.1.1.      
Accordingly,
your use of any third-party service provider may be subject to your adherence
to that third-party’s additional terms and conditions of their services,
which they may make you confirm in an
additional agreement with them (which may or may not be provided by Vaai to you).

3.         
USERS FROM
FOREIGN COUNTRIES

3.1.        
Use of the Vaai Platform or the
purchase of Services or products from the country from which you may access
this Platform may be illegal in that
country. Your use of the Platform
for any purchase that you may make is entirely
at your own risk. It is recommended that you ensure that
use of the Vaai Platform for any purchases made by you are not in violation of
the laws of any country by which you may be
governed.

3.2.        
Vaai’s Services and products may
not be available in your country. Contact Vaai to find out which of Vaai’s
Services and products may be available to you.

4.         
INVITATION TO DO BUSINESS

4.1.        
Unless indicated in writing
by Vaai, nothing
on the Platform shall constitute an offer for sale
of any Service or product.

4.2.        
The information provided on the
Platform is not, nor must you regard it as financial or investment advice.

4.3.        
If you wish to use the information
displayed on the Platform to purchase any Service or product from Vaai, your request to do so shall be regarded by Vaai as an offer to do business
with Vaai, which may be accepted by Vaai if it
chooses.

4.4.        
The acceptance of your offer will
be subject to terms and conditions governing the Service or product at the time
of the acceptance of the offer.

4.5.        
The responsibility for ensuring
compliance with any laws or regulations which may apply to you, remain exclusively
yours and in making an offer you are deemed to have indemnified Vaai (held Vaai
harmless and agree to reimburse Vaai) against any loss or damage that it may
suffer arising from your breaking any laws applicable to you.

5.         
THE WEBSITE AND FINANCIAL
SERVICES Vaai Services:

5.1.        
For further and exact information on the various
Services currently offered
by Vaai, or those
specific to you, please consult the relevant pages on the Website or please
contact us [
info@vaai.co] for assistance.

5.2.        
For the terms applicable to the
provision of insurance/financial services from Vaai, please consult the
insurance/financial services terms provided by Vaai to you when same
insurance/financial services are contracted from us.

5.3.        
For general information purposes,
and subject to further information relating to these Services made available by
Vaai on the Platform, the following details some of the exciting offerings
which constitute our Platform Services available to users:

5.3.1.       Discovering more about our various financial and advisory services:

5.3.1.1.             
The Platform explains the various
insurance and other ancillary service products available from VFS, where users
must use the available prompts and tools on the Platform to find out more information
about these insurance products, as well as their cost and cover.


5.3.2.       Make contact with Vaai’s consultants:

5.3.2.1.             
Make contact with Vaai’s
consultants by using email or WhatsApp, where they will gladly assist you with
any Service you may be using or wanting.

5.3.3.       Purchase insurance and ancillary products from VFS online:

5.3.3.1.             
Once you have decided on purchasing
an insurance/financial services product offered by Vaai on the Platform
or otherwise, follow
the provided prompts to
complete/submit any required information to Vaai, as well as make any payment of a Fee to Vaai.

5.3.3.2.             
All insurance/financial services products
acquired from Vaai (specifically
from VFS) may require that Vaai either provide you with / request from you various
other documents, agreements or information, which must be completed.

5.3.3.3.             
For more information about the terms
appliable to the insurance products or regulated functions of Vaai
relating to insurance/financial service products, please contact
hi@vaai.co for assistance.

5.3.3.4.             
Users may only purchase a vehicle
Data Logger from the Website or Vaai’s authorised agents. Please see above and
below for more information about this product and its conditions of use,
purchase and return.

5.3.4.       Make and manage insurance claims online:

5.3.4.1.             
Users can easily initiate, record
and manage their insurance claims via our online methods, such as using our App.

5.3.4.2.             
Please see the App for more
information about how to use these great functions.

5.3.5.       Data Logger:

5.3.5.1.             
The Data Logger must be plugged
into the vehicles KANBUS port to draw power. Installation instructions are
provided in the packaging case with
the device.

5.3.5.2.             
Vaai manages the data derived from a Data Logger purchased
from Vaai as well as reads
it and provides it to relevant
parties to use for their
own purposes.

Third-party
services provided via the Platform:

5.4.        
Acting as the user’s limited agent,
Vaai also facilitates great services from third-party independent service
providers on your behalf, such as our Roadside Assist and Accident Repairs.

5.4.1.       Roadside Assist Service:

5.4.1.1.             
Vaai has partnered with great independent service providers to bring you useful and cheap roadside assistance services.

5.4.1.2.         
When obtaining these services via
Vaai as your limited agent, users expressly understand that same service is
provided by a third-party service provider and not Vaai itself. Accordingly, all liability stemming from such Roadside Assists
services lies with the provider(s) and not with Vaai. Any issues experienced
between the user and the provider(s) must be managed exclusively between them,
for which Vaai has no liability nor responsibility at all.

5.4.1.3.             
Vaai may get involved
in the process of resolving disputes purely to help
expedite the process.


5.4.2.       Vehicle Repairs:

5.4.2.1.             
Whilst Vaai may manage vehicle
repair services for a user, Vaai does not provide the repair services facilitated
by independent third-party repairers.

5.4.2.2.         
Accordingly, users understand
and agree that Vaai is not in any way responsible for the vehicle repairs
performed by these third- party repairers and cannot be held responsible for
any liability stemming therefrom.

5.4.2.3.             
Vaai Financial Services may get
involved in the process of resolving disputes purely to help expedite the process.

6.         
PAYMENT FOR VAAI SERVICES

6.1.        
The use of the Website is free at all times.

6.2.        
For particular Services contracted
from the Vaai.co app, the customer will need to pay the Fee to Vaai or VFS. The
applicable Fee will be clearly indicated to you on the Platform, in the
associated Service agreement concluded between you and Vaai or VFS, or in an
applicable invoice for Services rendered.

6.3.        
Vaai is committed to providing secure
online payment facilities whenever you use our online payment methods. All transactions
are encrypted using appropriate encryption technology as operated by our
authenticated payment service providers.

6.4.        
Vaai will collect and affect any
payments of a Fee online using a licenced and verified payment systems.

6.5.        
When using a third-party payment
provider offered via the Platform,
users understand and agree that same providers may have their own terms of
service to which you may need to adhere.

6.6.        
An invoice will be sent to you soon
as payment is confirmed. No Services can be activated without payment

6.7.           
All amounts stated on the Platform
or in relation to Services
shall exclude Value Added Tax (“VAT”), but will be exclusive of any other applicable taxes/fees,
unless otherwise stated and required by law. If any such taxes/fees apply to
your use of the Services and the Fee charged, same will be indicated to you
before you enact any transactions.

6.8.           
You may contact Vaai via email at info@vaai.co or check
the in-App history to obtain a full record of your transactions with Vaai.

7.       
ADDITIONAL CONDITIONS FOR THE
USE OF PARTICULAR SERVICES

7.1.        
Cancellation
and Refunds relating to financial/insurance products acquired from Vaai:

7.1.1.        
Customers should email us at refund@vaai.co to initiate
the refund process. Once we have all the information required, the refund
process can take up to 30 (thirty) days to complete. We will indicate to you
how much if any of the applicable refund is due before payment is made.

7.2.        
Cancellation and Refunds
relating to a Data Logger product purchased from Vaai (online and via
authorised agents)

7.2.1.        
Once a Data Logger is purchased by
a user from the Website, Vaai will send an automated message to the user
confirming the sale and address to which the Data Logger must be sent.

7.2.2.        
The Data Logger will be shipped
with a tracking number within
5 (five) working
days to the address provided by the user in the purchase process.
Shipping time and costs will vary depending on the location of the user.


7.2.3.        
You can email us to begin processing the refund immediately if the Data Logger has not
yet been shipped.
However, if it has been shipped, you will need to get the Data Logger back to us at your cost and in
working order for us to process a refund. Again, 30 (thirty) days will be the
maximum turn-around time..

7.2.4.        
Should a user wish to return
the Data Logger to Vaai for any reason, he/she
may do so within seven (7)
days from their receipt of the Data Logger. The user will be responsible for
notifying Vaai of the Data Logger’s impending return as well as for paying for
all return shipping costs, to ensure the Data Logger’s physical return to Vaai in its original, unsoiled condition and packaging. This condition is in addition
to all other rights conferred on you by relevant consumer and online
protection laws.

7.2.5.        
Once the Data Logger
is returned as required, Vaai will
process the refund soon as we have inspected the Data Logger and
we are happy that is in the same state it was shipped in.

7.2.6.        
After the first 7 (seven) days from receipt
of the Data Logger, the following conditions will apply to the return and
refund of the Data Logger:

7.2.6.1.             
should we receive the Data Logger
back between 7 (seven) and 14 (fourteen) days of its receipt,
we will provide a full refund of the Fee paid
for it; and/or

7.2.6.2.             
should we receive the Data Logger
back between 14 (fourteen) days and
1 (one) year of its receipt, we will only deal with the replacement of faulty Data Loggers.

7.2.7.        
The shipping costs, including but
not limited to any courier costs, export/import taxes/duties or release fees,
are to be paid by the user. Our delivery charges are subject to change at any
time, without prior notice to you, so please check the Website for the most
up-to-date information. You will see the applicable delivery charges on the
Website when you make a purchase, which amount is based on various applicable
considerations, such as the location of the user.

7.2.8.        
Vaai’s obligation to deliver a Data
Logger to you is fulfilled when we deliver the product to the physical
address nominated by you for delivery of the order,
or when we deliver
the Data Logger
to our nominated delivery service
provider, accepted by you, who will deliver the Data Logger
to you. Vaai is not responsible for any loss or unauthorised use of a Data
Logger, after it has delivered the Data Logger to the physical address
nominated by you, or to our nominated delivery service provider, accepted by you.

7.3.        
Additional considerations
applicable to any product/service purchased from Vaai (online and via
authorised agents):

7.3.1.        
Users may place orders for any Data
Logger on the Website or via an approved agent, which Vaai may accept or
reject. Whether or not Vaai accepts an order depends on the availability of
Data Logger, correctness of the information relating to the Data Logger
(including without limitation the price or availability) and receipt of payment
or payment authorisation by Vaai for the Data
Loggers.

7.3.2.      
NOTE: Vaai will indicate the
acceptance of your order by delivering the Data Logger to you or allowing you
to collect them, and only at that point will an agreement of sale between
you and Vaai come into effect (the “Sale”). This is
regardless of any communication from Vaai stating that your order or payment
has been confirmed. Vaai will indicate the rejection of your order by
cancelling it and, as soon as possible thereafter, refunding you for any amount
already paid.

7.3.3.      
You
acknowledge that stock of all Data Loggers on offer is limited and that pricing
may change at any time without notice to you. Vaai will take all reasonable
efforts to monitor stock levels and ensure that when stock is no longer
available, that offers thereof are discontinued. However, we cannot


guarantee the availability of stock. When a Data Logger is no longer
available after you have placed an order, Vaai will notify you and you
will be entitled to a full refund of any amount already paid by you for such
Data Logger.

7.3.4.        
Vaai shall take all reasonable efforts
to accurately reflect
the description, availability, composition, used
materials, purchase price and delivery charges of our Data Loggers on the Website.
However, should there be any errors of whatsoever nature on the Website (which are not due
to our gross negligence nor fraud), we shall
not be liable for any loss,
claim or expense
relating to a transaction based on any error,
save – in the case of any incorrect purchase price – to the extent of refunding
you for any amount already paid,
or otherwise as set out in the Cancellation and Refunds
provisions above.

8.       
USER RESPONSIBILITIES AND
WARRANTIES

8.1.           
By using the Platform and/or the Services, you
warrant that:

8.1.1.      
you expressly understand that
VFS is juristic representative of and under
the FSP license of Perspective Advisory (Pty) Ltd. and is underwritten
by Compass Insurance Company Limited (FSP Number 12148) for insurance services
procured from Vaai, for which Sapien Technology (Pty) Ltd. is not liable.

8.1.2.        
you understand that you will be provided
with additional agreements or mandatory information about Vaai, its regulated
position and/or other prescribed information only once you engage
further with Vaai specifically for the
provision of its regulated
financial/insurance services;

8.1.3.        
you have read and agreed to these Terms and will use the Platform and Services in accordance with them;

8.1.4.        
you have not made any
misrepresentations and the information provided by you to Vaai at any time
about you and/or your company is true, accurate and complete in every aspect;

8.1.5.        
you are not considered a United
Nations “Specially Designated National” and/or
on the United Nation’s “Blocked Persons List” and/or are not confirmed
by any government or other national authority to be a person or entity who has
any restrictions on their capacity to trade freely and/or internationally, for
whatever reason;

8.1.6.        
you are above the age of 18
(eighteen) years old and have the lawful capacity to understand, agree with and
be bound with these Terms;

8.1.7.        
you lawfully possess and submit all
information to the Website and/or Vaai for the use of it or the Services;

8.1.8.        
you will not:

8.1.8.1.        
post, upload, replicate or transmit any abusive content
on the Platform that is or
could reasonably be considered to be threatening, harassing, defamatory,
abusive, racist, sexist, discriminatory, in breach of confidence, in breach of
privacy or restrict any user in any way from properly using the Platform;

8.1.8.2.        
send any unsolicited electronic
messages or use any software, routine or device to interfere or attempt to
interfere electronically or manually with the operation or functionality of the
Platform including but not limited to uploading or making available files
containing corrupt data or viruses via whatever means or deface, alter or
interfere with the front end ‘look and feel’ of the Platform or the underlying
software code;

8.1.8.3.        
reproduce, modify, or create
derivative works from; publish, distribute, transmit, or display; or license or
transfer any of the content displayed on the Platform – unless you have Vaai’s
prior written authorisation;


8.1.8.4.        
decompile, reverse engineer, or
disassemble the; Website, linked Website, or any software or hardware employed
in the display or operation of the Platform;

8.1.8.5.        
use the Platform in a manner that
could damage, disable, overburden, or impair any Vaai server (computer), or
network connected to any Vaai server, or interfere with any other parties use
of the Vaai Platform;

8.1.8.6.        
interfere with any content
displayed on the Vaai Platform or attempt or gain unauthorised access (without
Vaai’s written consent) to the information displayed on the Platform
to which you may not be authorised, or to any secure area on the
Platform, a Vaai server or any other part of the Vaai information system. Any
attempt, whether successful or unsuccessful, to interfere with the information
displayed on the Vaai Platform or to gain access
to information or any part of the Vaai information system to which you are not
authorised, is unlawful and is an offence in terms of the provisions of Section
86 of the Electronic Communications and
Transactions Act No. 25 of 2002
, for which you may be prosecuted and, if
found guilty, punished;

8.1.8.7.        
create a link from other Website to
the Vaai Platform, or any of the web pages which constitute the Vaai Platform,
without Vaai’s prior written consent;

8.1.8.8.        
frame the Website
or any of its pages without Vaai’s
prior written consent;

8.1.9.        
you are solely responsible for
withholding, collecting, reporting and remitting the correct amounts of tax
and/or financial information to the appropriate tax and/or government
authorities emanating from any transactions or actions you have performed on the
Platform and/or through the Services;

8.1.10.      you
will operate the Website and fulfil your duties in accordance with any law,
regulation or license to which you are subject by virtue of any regulated
service you may provide in
your own capacity;

8.1.11.      you
understand that when using the services of any third party connected to the
Services that they may have their own terms and conditions of service for their
services provided to you, and that you may be simultaneously bound by them;

8.1.12.      you
will not infringe the intellectual property or other rights of any third party
or the Platform or transmit content that the user does not own or does not have
the right to publish or distribute;

8.1.13.      you
will not use the platform for any commercial purpose other than as expressly
provided for by Vaai herein;

8.1.14.      you
will not use the Platform to breach any applicable law or regulation or perform or
encourage any illegal
activity including (without
limitation) promoting or facilitating
money laundering or financial crimes; and/or

8.1.15.     
you will not facilitate or assist any third party to
do any of the above,

failing which, such action will automatically and immediately be
deemed to be a material breach of these Terms,
allowing Vaai to manifest all of its rights in the case of breach, including but not limited
to denying you access to the Platform/Services, reporting your actions to an
applicable authority, demanding specific performance and/or suing you for damages.

8.2.           
The Platform is only available on
compatible devices connected to the internet. It is your responsibility to
obtain these devices and any data network access necessary to utilise the
Website. The network’s data and messaging rates and fees may apply if you use
the Platform and you shall be responsible for such rates and fees.


8.3.        
Without prejudice to any of
Vaai’s other rights (whether at law or otherwise), Vaai reserves the right to
deny you access to the Platform or the Services where Vaai believes (in its
reasonable discretion) that you are in breach of any of these Terms.

8.4.        
Vaai does not guarantee that the Platform, or any portion
thereof, will function
on any particular hardware or
device, or in any and all jurisdictions.

9.       
KYC AND AML REQUIREMENTS

9.1.           
A
user’s ability to make use of various
Services, may be regulated by applicable know-your- customer (“KYC”) and/or anti-money laundering (“AML”) laws and the respective rules and regulations, due to Vaai’s
regulation as an “accountable institution” under applicable financial reporting
laws in South Africa (specifically the Financial
Intelligence Centre Act, 2001
).

9.2.           
Vaai may, at various times and
depending on a range of factors in its sole discretion and applicable legislation, including the amount
of a transaction actioned and/or
the exact nature of the user, require
that a user submit certain
information to Vaai and/or its authorised third- party service providers in order for the user to be verified as not infringing any of Vaai’s
KYC and/or AML requirements and/or local or foreign laws. This information may include identity documents, passport documents, proof of addresses
and/or bank account
information. Vaai reserves the
right to limit or terminate a user’s access and use of the Services should the
user fail to adhere to these requirements to the standard required by Vaai.
Vaai also reserves the right to share this information with any legal authority
when required under applicable laws.

9.3.           
Vaai may restrict user transactions
that may violate laws or Vaai’s internal KYC or AML conditions herein and as
updated from time to time.

9.4.           
Users can contact us at hi@vaai.co for more information on what these applicable KYC/AML triggers/requirements are, which
shall be communicated by VFS.

10.    
RECEIPT AND TRANSMISSION OF
DATA MESSAGES

10.1.       
Data messages, including email
messages, sent by you to Vaai will be considered to be received only when
acknowledged or responded to.

10.2.       
Data messages sent by Vaai to you
will be regarded as received when the complete data message enters
an information system
designated or used for that purpose by the recipient and is capable of being
retrieved and processed by the recipient.

10.3.       
Vaai reserves the right not to
respond to any email or other data message which contains obscene, threatening, defamatory or otherwise
illegal, unlawful or inappropriate content,
and to take appropriate action against the sender of such email or data
message where necessary.

10.4.       
Messages sent over the internet cannot be guaranteed to be completely secure as they can
be intercepted, lost or corrupted. Vaai is therefore
not responsible for the accuracy
or safety of any message sent
by email or automated systems over the internet, whether from Vaai to a user,
between users or from a user to Vaai.

11.    
HYPERLINKS, DEEP LINKS, FRAMING

11.1.       
The Platform may include
links to other internet sites (“the other sites“). Vaai does not own
or endorse the other sites and is not responsible for the information,
material, products or services contained on or accessible through the other
sites. Any such hyperlinks do not imply any endorsement, agreement on or
support of the content or products of such target sites.

11.2.       
Vaai does not purport
to own the content on other sites which may be shown on the Platform.
Should the owner of any content showcased on the Platform want the content to
be removed, please write to
info@vaai.co to request the removal of such content.

11.3.       
The user’s access and use of the other sites remain solely at the user’s
own risk and on the
terms set by the relevant third-party operator of the other sites.


12.    
ADVERTISING AND SPONSORSHIP

12.1.       
The Platform may contain
advertising and sponsorship. Advertisers and sponsors are responsible for ensuring
that material submitted for inclusion in the Platform complies with all
applicable laws and regulations.

12.2.       
Vaai, its members, employees,
suppliers, partners, affiliates and agents accordingly exclude, to the maximum
extent permitted in law, any responsibility or liability for any error or
inaccuracy appearing in advertising or sponsorship material.

13.    
INTELLECTUAL PROPERTY PROTECTION

13.1.       
All website layout, website
content, material, information, data, software, icons, text, graphics, layouts,
images, sound clips, advertisements, video clips, user interface design and
layout, trade names, logos, trademarks, designs, copyright and/or service
marks, together with the underlying software code and everything submitted by a
user to the Platform and Vaai in use of the Services, (“the intellectual property”) are owned (or co- owned or licenced, as
the case may be) by Vaai, its shareholders, associates and/or partners, whether
directly or indirectly, and as such, are protected from infringement by
domestic and international legislation and treaties.

13.1.1.      For
clarity, all rights to any intellectual property provided by a user to the
Platform will remain with the user, but for which the user has provided Vaai
with a non- exclusive, non-transferable licence to use such user intellectual
property as Vaai deems fit on the Platform and/or in advertising, for as long
as the user remains registered on the Platform and/or uses the Services.

13.2.     
Subject to the rights afforded
to you in these Terms,
all other rights
to all intellectual property
on the Platform are expressly reserved
. You may not
copy, download, print, modify, alter, publish, broadcast, distribute, sell or transfer any intellectual property, editorial content, graphics or other material on the Platform or
the underlying software code whether in whole or in part, without the written
consent of Vaai first being granted, which consent may be refused at the
discretion of Vaai. No modification of any intellectual property or editorial
content or graphics is permitted. Should you breach these provisions, Vaai and/or
the rightful intellectual property rights owner may launch legal proceedings
against you for a breach of contract, resulting in a claim of damages against
you.

13.3.       
Vaai reserves the right to make
improvements or changes to the intellectual property, information, artwork,
graphics and other materials on the Platform, including that of a user in their Profile, or to suspend
or terminate the Platform, at any time without notice;
provided that any transactions or functions already concluded through
the Platform, will not be affected by such suspension or termination (as the
case may be).

13.4.       
Where any of the Platform intellectual property has been licensed to Vaai or belongs to any
third party, other than that which has been submitted
by a user to the Platform in the use of
the Services, all rights of use will also be subject to any terms and
conditions which that licensor or third party imposes from time to time and you
agree to comply with such third party terms and conditions.

13.5.       
Subject to adherence to the Terms,
Vaai grants to users a personal, non-exclusive, non- assignable and
non-transferable license to use and display all content and information
contained in the Platform on any machine which the user is the primary user.
However, nothing contained on the
Platform or in these Terms should be construed as granting any licence or right
to use any intellectual property without the prior written permission of Vaai.

13.6.       
Any enquiries regarding any of the
above relating to intellectual property must be directed to Vaai at
hi@vaai.co.

14.    
DATA PRIVACY AND PROTECTION

14.1.       
We respect your privacy and your
personal information, and will take special and required measures to protect
it, as more fully detailed in our Privacy Policy.


15.    
DISCLAIMERS

15.1.       
By using the Platform/Services you acknowledge and
agree to these disclaimers.

15.2.     
Use of these Platforms or the
information, products and Services available on these platforms is at the
user’s own risk. Notwithstanding the provisions of sections 43(5) and 43(6) of
the Electronic Communications and
Transactions Act
, Vaai or any of its subsidiaries, service providers &
partners accepts no liability whatsoever relating to any loss, expense, claim or damage,
whether direct, indirect
or consequential, arising from your use of this Platform or
any actions or transactions resulting there from, even if Vaai has been advised
of the possibility of such loss, expense, claim or damages.

15.3.     
Vaai
makes no representation or warranty, whether express or implied, as to the
operation, integrity, availability or functionality of this Platform
or as to the accuracy, completeness or reliability of
any information obtained from this Platform.

15.4.     
Vaai
makes no warranty or representation, whether express or implied, that the products,
information or files available on this
Platform are free of viruses, destructive materials or any other data or code which is able to corrupt,
compromise or jeopardise the operation or content of a computer system,
computer network or your hardware or software. You accept all risk associated
with the existence of such viruses, destructive materials or any other data or
code which is able to corrupt, compromise or jeopardise the operation or
content of a computer system, computer network, your hardware or software.

15.5.     
Vaai accepts
no responsibility for any errors or omissions
on this Platform. Vaai may, in its sole discretion, at any time, suspend or terminate the operation of this Platform or any of the products or
Services provided without prior notice.

16.     INDEMNITIES

16.1.     
THE
USER INDEMNIFIES AND HOLDS HARMLESS VAAI, ITS SHAREHOLDERS, EMPLOYEES, AND
PARTNERS FROM ANY DEMAND, ACTION OR APPLICATION OR OTHER PROCEEDINGS, INCLUDING FOR ATTORNEYS’ FEES AND RELATED
COSTS SUCH AS TRACING FEES, MADE BY ANY
THIRD PARTY AND ARISING OUT OF OR IN
CONNECTION WITH THE USER’S USE OF THE PLATFORM AND/OR SERVICES OFFERED OR
CONCLUDED THROUGH THE WEBSITE IN ANY WAY.

16.2.     
THE
USER AGREES TO INDEMNIFY, DEFEND AND HOLD VAAI HARMLESS FROM ANY DIRECT OR
INDIRECT LIABILITY, LOSS, HARM, DEATH, CLAIM AND EXPENSE (INCLUDING REASONABLE
LEGAL FEES) RELATED TO THE USER’S USE OF THE SERVICES, PLATFORM AND/OR BREACH
OF THESE TERMS.

16.3.      THIS CLAUSE WILL SURVIVE TERMINATION OF THIS AGREEMENT.

17.     COMPANY INFORMATION

17.1.      Site owner:                                                 Sapien
Technologies (PTY) LTD

17.2.      Legal status:                                               Private
limited liability company

17.3.      Registration number:                                  2018/019597/07

17.4.      Director:                                                     Thabang Butelezi

17.5.      Description of main business:                    Consumer
Services Agent

17.6.      Email address:                                            info@vaai.co

17.7.      Website address:                                        www.vaai.co

17.8.      Physical address:                                       3rd Floor, 2 Merchant
Place, Sandton


18.     DISPUTE RESOLUTION AND GOVERNING LAW

18.1.       
The user’s access and/or use of the
Platform and/or Services, any downloaded material from it and the operation of
these Terms (including any transaction concluded pursuant thereto) shall be
governed by and construed in accordance with the laws of the Republic of South Africa only.

18.2.       
Should any dispute, disagreement or
claim arise between a user and Vaai concerning the use of the Platform or the
Services, these parties shall endeavour to resolve the dispute amicably, by
negotiation, and with the best interests of both parties in mind.

18.3.       
Should these parties fail to
resolve such dispute in the aforesaid manner or within such further period as
the parties may agree to in their negotiation, the parties will approach an
independent industry expert who shall mediate the discussions between them in
order to find a mutually beneficial solution.

18.4.       
If the dispute is still not
resolved after such mediation, the parties will commence and be party to
binding and confidential arbitration in terms of the expedited rules of the Arbitration
Foundation of Southern Africa (“AFSA”),
with an arbitrator selected by Vaai. Arbitration proceedings shall be conducted
in Johannesburg, Gauteng, South Africa in English.

18.5.       
Notwithstanding the above, both
parties consent to the non-exclusive jurisdiction of the South Gauteng High
Court of the Republic of South Africa, even in the event where the quantum in the dispute
may be less than the monetary jurisdiction of that court.
Either party may also always use the dispute
resolution services of any applicable legislative tribunal or ombud, as provided for in applicable legislation.

18.6.       
The parties both agree that in no circumstance will either party publicize
the dispute on any
social media or other public
platform. The parties
understand that any publicity of this nature can cause serious damage to the other party, which damage may result in a financial claim against the infringing party.

19.    
TERMINATION OF USE OF PLATFORM
OR SERVICES

19.1.     
IN
ADDITION TO ITS OTHER RIGHTS HEREIN, VAAI RESERVES THE RIGHT TO TERMINATE AND
PROHIBIT YOUR USE OF THE PLATFORM AND/OR SERVICES IF YOU BREACH ANY OF THE
TERMS, OR FOR ANY OTHER REASON IN ITS SOLE DISCRETION PROVIDED THAT VAAI
GIVES REASONABLE NOTICE TO YOU.

20.     NOTICES AND SERVICE
ADDRESS

20.1.       
Each of the parties
chooses their service
address for the purposes of the giving
of any notice, the serving of any process and for any other purposes
arising from these Terms as being:

20.1.1.     
in the case of Vaai, at 3rd Floor, 2 Merchant Place,
1 Fredman Drive, Sandton; or

20.1.2.      in the case of the user, at the e-mail and addresses provided
by the user to Vaai via
the Platform and/or agreements concluded with
Vaai.

20.2.       
Each of the parties
will be entitled from time to time, by written
notice to the other to vary its service address to any other address
which is not a post office box or poste restante, provided that the change will
become effective only 14 (fourteen) days after service of the notice in question.

20.3.       
Notwithstanding the above, any
notice given in writing in English, and actually received by the party
to whom the notice is addressed, will be deemed
to have been properly given
and received, notwithstanding that such notice has not been given in accordance with this clause.

21.    
GENERAL

21.1.       
This document contains the entire
agreement between the parties in relation to the subject matter hereof. Save as
contemplated in clause 1.5 above, no alteration, cancellation, variation of, or
addition hereto will be of any force or effect unless reduced to writing and
signed by all the parties to these Terms or their duly authorised representatives.


21.2.       
No indulgence, leniency or
extension of time granted by Vaai shall constitute a waiver of any of Vaai’s
rights under these Terms and, accordingly, Vaai shall not be precluded as a
consequence of having granted such indulgence, from exercising any rights against
the user which may have arisen
in the past or which might arise in the future.

21.3.       
Words importing the singular will
include the plural and vice versa.
Words importing one gender will include
the other genders,
and words importing
persons will include
partnerships, trusts and bodies corporate, and vice versa.

21.4.       
The headings to the paragraphs in
the Terms are inserted for reference purposes only and will not affect the
interpretation of any of the provisions to which they relate.

21.5.       
The user’s access and/or
use of the Platform and/or
the Services, any downloaded material from it and the operation of
these Terms (including any transaction concluded pursuant thereto) shall be
governed by and construed in accordance with the laws of the Republic of South Africa.

21.6.       
Should you have any complaints or
queries, kindly address an email to Vaai at
info@vaai.co.za of
same.

21.7.       
In the event of the user failing to
pay any amount timeously or breaching these Terms, the user shall be liable for all legal costs (on the scale as between attorney
and client) (including collection commission) which
may be incurred by Vaai in relation to the payment failure or breach.

21.8.       
Each sentence, paragraph, term,
clause and provision of these Terms and any portion thereof shall
be considered severable
and if, for any reason,
any such sentence,
paragraph, term, clause or provision is held to be invalid, contrary to,
or in conflict with any applicable present or future law or regulation or in
terms of a final, binding judgment issued by any court, it shall to that extent
be deemed not to form part hereof and shall not impair the operation of, or
have any effect upon such other sentence, paragraph, term, clause or provision
hereof as may otherwise remain valid or intelligible, which shall continue to
be given full force and effect and bind the parties hereto.

21.9.       
No
term or condition of these Terms
is intended to breach any peremptory provisions of any consumer
protection legislation and any regulations thereto (“Prohibited Provision“). Any breach of any such Prohibited Provision
shall be governed
by the provisions of clause 21.8.