Credit Solution Partner

DEFINITIONS

“CSP” means CSP Risk Solutions (Pty) Ltd (reg. no: 2011/001748/07) trading as Credit Solution Partners, a company with limited liability duly incorporated in accordance with the laws of the Republic of South Africa having its registered offices situated at 69 Sunny Road, Glenhazel Johannesburg 2192.
“The Client” means the party which has contracted with CSP.
“Commencement date” means the date from which the Client shall have access to the services and products provided by CSP.
“Password (s)” means a personal identification code which is a secret code issued by CSP to the Client, which enables the Client to access the services and products.
“The price list” means the schedule of charges published by CSP from time to time in respect of the services and products offered to the client.
“The services and products” mean the services and products as offered from time to time on the CSP Home Page of the Website.
“The CSP website” means the website address identified as www.creditsolutionpartners.com.
“Pre-legal basis” means any pre-legal recovery strategies and methods offered by CSP from time to time to effect a recovery from a debtor, with the clear understanding that such strategies and methods shall not include the formal commencement of legal proceedings by means of a summons or the launching of an application.
“A recovery" means any reduction in the capital amount handed over after the date of handover by the client to CSP for collection to CSP by the client whether this is achieved by means of a direct payment by the debtor to CSP or to the client, the passing of a credit by the client in favour of the debtor or by the return of the goods or otherwise.
" Erick Breytenbach Attorneys Inc." (EBA) means a firm of attorneys practicing as such.
“The Credit Bureau” means Transunion Credit Bureau (Pty) Ltd or any other Credit Bureau to which the client is afforded access to by CSP through the issuing of a password. as described in the Agency Agreement.
“The debtor” means any party handed over by the client to CSP for debtrecovery.
“A prescribed purpose” shall bear the meaning ascribed to it in Section 18(4) of the National Credit Regulations (published in Notice Number 28864 of Government Gazette Number 8477)
For these purposes, a “Data Message” means any information generated, sent, received, or stored by electronic means and includes, without limitation electronic mail and Records and a “Record” means any information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
The Transunion Credit Bureau Services means the services rendered and products offered by Transunion Credit Bureau or any other registered credit bureau from time to time which
“POPIA” means the Protection of Personal Information Act, 4 of 2013.

APPOINTMENT

DURATION

This agreement shall commence on the commencement date and shall continue thereafter for a minimum period of 12 (twelve) calendar month from the commencement date (i.e., “the minimum contract period”), or unless terminated by CSP at its sole discretion as stipulated in clause 17 hereunder.
Either party shall be entitled to terminate the agreement, after the lapse of the minimum contract period, by giving 1 (one) calendar month's written notice to the other party, provided that the Client shall remain liable to CSP for any fees, costs and disbursements owed by the Client to CSP in terms of this Agreement at the date on which the aforesaid 1 (one) calendar month's period has lapsed.

PRICING

The client acknowledges and agrees that it shall be liable to CSP for the following charges:
1. a monthly subscription fee to enable the client to gain access to the services and products through the CSP website or as reflected in any pricelists made available to the client from time to time.
2. the charges relating to the Credit Bureau Services as offered by the Credit Bureau(s) in accordance with the prices as stipulated in the price list as published by CSP from time to time.
3. the agreed pre-legal collection commission charge in respect of any recovery effected byCSP.
4. any other charges or processing fees as stipulated on the CSP website or as reflected in any pricelists made available to the client from time to time.

PAYMENT

The client shall make payment to CSP of all the amounts as reflected in CSP’s monthly invoices without deduction or set-off of any nature on presentation each and every invoice.
Payment shall be made on presentation of CSP’s monthly invoices.
Should the client not forward a written query regarding the accuracy of an invoice within 7 (seven) days of the date reflected on the invoice, the invoice shall be deemed to becorrect.
The client shall in no circumstances be entitled to defer or withhold payment of any amounts due in terms of this agreement.
Should the client fail to pay any amount due in terms of this agreement on due date, such overdue amount shall bear interest at the maximum rate provided for in the NCA, calculated and compounded monthly on the amount in arrears.
CSP may from time to time, and at any time, vary any of the charges as referred to in clause 4 above in whole or in part by giving to the client written notice of such change. Any such change will be effective from the date specified in such notice.
Should payment not be made by the client to CSP, the relevant details of such a default may be recorded by CSP with a Credit Bureau.
CSP may set-off any amounts owing to CSP in terms of this Agreement against any monies recovered by CSP for and on behalf of the Client from a debtor.

VALUE-ADDED TAX

All prices and charges set out in this agreement are exclusive of Value- Added Tax. CSP shall therefore be entitled to add Value-Added Tax at the applicable rate, to any price or charges levied by it in terms of this agreement.

ORDERING PROCEDURES

The client will from time to time, amongst other things, during the subsistence of this agreement, place orders through the CSP website to allow the client access to the Transunion Credit Bureau Services, which ordersshall:
1. be in writing and / or electronicmedium.
2. specify the product option required.
3. include the mandatory information required to process the order; and
4. identify, with specificity, the prescribed purpose for requesting the Transunion Credit Bureau information.

USE OF PASSWORDS

The Client acknowledges and agrees that itshall: -
1. Take proper care of the password (s) and do everything that is necessary to prevent the password (s) from being lost, stolen, or usedwrongfully.
2. Ensure that the password (s) is / are kept in a safe place.
3. Not allow any unauthorised person to obtain knowledge of the password(s).
4. The client furthermore acknowledges and agreesthat:
5. If the password (s) is / are lost, stolen, or used wrongfully, or is / are used by any other person than the prescribed user, the client shall still be liable for any transactions concluded through the usage of the password.
CSP does not take responsibility for the security of the client's password.
1. the security of the given password is solely the client’sresponsibility.
2. if it believes that the security of any password (s) used to access CSP’s services and products has been compromised in any way, it shall immediately notify CSP in writing.

LIABILITY The Client acknowledges and accepts that:-

CSP does not make any representation nor give any warranties or guarantees of any nature whatsoever in relation to the Services and Products or as to the accuracy or correctness of any of the data supplied or any other aspect thereof or in respect of any other written or oral communication transmitted to or made available to the Client.
Without derogating from the generality of the provisions of this clause, CSP shall not be liable for any loss, liability, expense, or damage of whatsoever nature (whether direct, indirect, consequential, or otherwise) suffered by the Client or any other person as a result of or which may be attributable to -
1. the use by the Client or any other person of any of the Services and Products.
2. any mistake, error, or omission in any of the data supplied through the use of the Services and Products.
3. any delay in delivering or in any manner communicating the data, Services, and Products to the Client.
4. any failure to deliver or in any manner communicate the data, Services and Products to the Client.
5. any breach by CSP of any of its obligations under this Agreement or out of any other cause whatsoever; whether or not such loss, liability, expense and/or damage is caused as a result of the negligence of CSP, its employees, agents, or representatives, or otherwise.
6. Any person gaining unauthorised access to any information or data secured by the Client through the usage of the Services and Products and processed and stored by the Client. 9.2.7 The submission of default data via the CSP Website for publication by the Credit Bureau. 9.3 Should any actions by CSP be tantamount to gross negligence, CSP’s liability for such conduct shall under no circumstances exceed 10% of the value of its last invoice to the Client.

INDEMNIFICATION

The Client indemnifies CSP against any loss, liability, damages (whether direct or consequential) or expense of any nature whatsoever suffered by CSP as a result of or which may be attributable to the breach by CSP or any of its employees, agents, associates or representatives or any of the provisions of this Agreement.
Any such loss, liability, damage, or expense shall be payable by the Client to CSP forthwith on demand.
The Client expressly waives and renounces all its rights of whatsoever nature that it may have against CSP for any loss suffered by the Client because of any incorrect, incomplete, or inaccurate information supplied by CSP.
The client specifically indemnifies CSP against any claim which may be made against CSP by any third party in respect of any matter for which the liability of CSP is excluded in terms of clause 10 above.

NOTIFICATION BY THE CLIENT OF REDUCTION OF AMOUNTS HANDED OVER FOR RECOVERY

The client acknowledges and agreesthat:
1. it shall inform CSP in writing within 30 (thirty) days after a recovery has been achieved by means of a direct payment by the debtor to the client, the passing of a credit by the client in favour of the debtor or by the return of the goods supplied by the client to the debtor.
2. It shall inform CSP within 72 (Seventy-Two) hours from the date on which a settlement agreement had been entered into and between the client and the debtor handed over to CSP.

THE RIGHTS AND OBLIGATIONS OF CSP

CSP shall:
1. Maintain an accurate and up to date record of all orders processed by the client in respect of the Transunion Credit Bureau Services provided to the client.
2. Make no representations regarding the Transunion Credit Bureau Services, other than those made by product descriptions, issued directly by Transunion CreditBureau. 12.1.3. Not cede or assign or transfer the rights herein granted to any third party without the prior written content of the client.
CSP undertakes and agrees that it shall not instruct tracing agents, proceed with legal action, or reach a settlement agreement with a debtor without the written consent of the client. 12.3. All monies recovered on behalf of the client: -
1. Shall be paid into the Trust Account of Erick Breytenbach Attorneys Inc.
2. Shall be forwarded (subject to the provisions of (clause 6.8 above) to the client within 30 (thirty) days after receipt of conclusive proof that such a payment has been identified and honoured.
CSP shall furnish the client with written monthly reports regarding the progress made with each and every matter handed over for recovery.
CSP may discontinue all further recovery proceedings in respect of any matters handed over for recovery on a pre-legal basis within a period of 2 (two) months after the date of hand-over if:-
1. no recovery has been made.
2. if no repayment schedule has been arranged with the Debtor.
3. if, at CSP’s sole discretion, it is not deemed to be viable to pursue the matter any further.

USAGE OF DATA

The Client guarantees and warrants that:
1. Any data obtained by CSP in respect of a debtor handed over by the client for recovery by CSP or submitted for publication by a Credit Bureau as a default via the CSP Website, may not be utilised by CSP for any other purpose.
2. CSP shall not utilise any of the data secured, processed, and stored by the client pursuant to the usage of any of CSP’s services and products (including any of the data contained in any of the Credit Bureau reports ordered by the client), for any prescribed purpose. 13.2 The client hereby specifically warrants and guaranteesthat:
1. All the default data submitted for publication by the Credit Bureau are true and correct in every aspect.
2. It has verified the accuracy and correctness of the default data submitted for publication by the Credit Bureau.
3. It has obtained the consent from the defaulter(s) that its/their default may be submitted for publication by a Credit Bureau.
4. All defaults submitted for publication to the Credit Bureau relate to a debt for services rendered and disbursements incurred for and/or behalf of the defaulter by the client and/or to goods sold and delivered by the client to the defaulter at the defaulter’s special instance and request and to no other cause of action.
5. The default submitted for publication to the Credit Bureau has not prescribed in terms of the provisions of the Prescription Act: 68 of 1969.
6. It shall immediately notify the Credit Bureau in writing, should it, after the publication of the default, transpire that the defaulter has a valid dispute.
7. The default submitted for publication is not subject to any valid dispute.
8. It has provided the defaulter(s) with the appropriate and proper written notification in terms of Regulation 19(4) of the National Credit Act: 34 of 2005 of its intention to submit adverse information concerning that person to a Credit Bureau.
9. The defaulter(s) is/are still in default after expiry of the 20(twenty) day period as stipulated in the Notice given to the defaulter in terms of Regulation 19(4) of the National Credit Act: 34 of 2005.
10. In the event of a surety being submitted for publication as a defaulter based on the default of the Principal Debtor, the suretyship relied upon is a valid contract of suretyship and complies with the provisions of the General Law Amendment Act 50 of 1956.
11. the submission of the default and any subsequent payments received from the defaulter(s) to extinguish the entire debt, or a portion thereof shall not result in the default being removed from the defaulter(s) credit profile(s) as published by the Credit Bureau.
12. CSP shall not be liable for any loss, liability, expense, or damage of whatsoever nature (whether direct, indirect, consequential, or otherwise) suffered by the client or any other person because of which may be attributable to the submission of default data via the CSP website for publication by a Credit Bureau.
13. it has indemnified CSP against any claim of any third party in respect of any aspect relating to the submission of any default data by the client via the CSP website for publication by a Credit Bureau.
14. It shall use its best endeavors to notify the Credit Bureau in writing within a reasonable period once the debt which resulted in the publication of the default by the Credit Bureau has been paid in full.
ACKNOWLEDGMENTS BY THE CLIENT
1. The Client therefore acknowledges, accepts, and understands that: 13.4.1 any of the data made available by CSP to the Client, including any data. contained in any Credit Bureau report, shall merely be treated as a risk assessment tool to assist the Client with its credit vetting and risk management decisions and shall at no time be construed as placing any obligation on CSP to ensure the accuracy of any of the data made available by CSP to the Client via the CSP website.
2. it shall be solely responsible for any decision to commence and/or maintain a business relationship with any of its customers, irrespective of whether CSP omits to supply the customer with any information or supplies the Client with any inaccurate information.

ADMISSIBILITY OF DATA MESSAGES

Principle: The parties agree that they may conclude binding agreements by means of Data Messages.
The parties hereby agree that: -
1. A requirement in these Terms that a notice, Order, or document be in writing shall be satisfied if the document or information is –
  1. in the form of a Data Message, and
  2. accessible in a manner usable for subsequent reference (including without limitation, a hard copy printout of the information concerned).
2. Data or Data Messages shall not be denied legal effect, validity or enforceability solely claiming same are wholly and partly in electronic form.
3. Data shall not be denied legal effect, validity or enforceability solely claiming it is not contained in the Data Message purporting to give rise to such legal effect but is merely referred to in such Data Message.
4. No data shall be deemed to be incorporated into a Data Message unless such data is: 14.2.4.1 referred to in a way in which a reasonable person would have noticed the reference and incorporation of such data; and such data is made accessible to the other party in a form in which it may be read, stored, and retrieved by the other party on request.

CERTIFICATE OF INDEBTEDNESS

If anyone of CSP’s Directors, whose status need not be proved, signs a Certificate stating that:
1. The Client is indebted to CSP, as well as the amount of the debt, which includes the capital and
2. interest, and any other amounts or charges.
3. The fact that the amount of this debt is owed and must be paid by the Client to CSP. 15.2 Any other matter or thing about the Client’s account with CSP.
Any other matter or thing about the Client’s account with CSP.
Such a certificate will be prima facie proof (in other words, sufficient) that the content of the Certificate is correct. This Certificate may be used for any purposes which includes, but is not limited to, obtaining a judgment, provisional sentence or any other order or relief against the Client.

LEGAL ACTION

In the event of CSP being forced to institute legal action for the recovery against the Client for the recovery of any outstanding amount in terms of this Agreement, then in that event the Client shall be responsible for all legal costs incurred by CSP on the scale as between attorney and own client, which legal costs shall include, where appropriate, collection commission and tracing charges.

BREACH

Should any of the party’s breach any of its obligations in terms hereof and persist in such breach for a period of 10 (ten) days after written notice will have been received from the other party, then the aggrieved party shall be entitled without prejudice to any rights which it may have in terms hereof or at law, to:
1. Specific performance and damages; or
2. Cancel this Agreement and claim damages.
3. Any amount falling due for payment by any party in terms of this Agreement and 17.1.4 remaining unpaid after due date, shall bear interest thereon at the prime rate between
4. the due date for payment thereof and the date of payment thereof.

TERMINATION

Should any of the party’s breach any of its obligations in terms hereof and persist in such breach for a period of 10 (ten) days after written notice will have been received from the other party, then the aggrieved party shall be entitled without prejudice to any rights which it may have in terms hereof or at law, to:
1. CSP shall have the right to, at any time and at its sole discretion, terminate the agreement and to close the Client’s account, cancel the credit facility, deny access to any of its services and products and demand that the client pays CSP the entire outstanding balanceimmediately.
2. The full amount owed by the Client to CSP shall immediately become due and payable if:-
  1. CSP closes the client’s account; and/or
  2. CSP cancels the client’s credit facility; and/or denies it any access to its services and products.
  3. The Client breaches any of these terms and conditions of use;and/or
  4. The Client is provisionally or finally or liquidated (as the case maybe).
3. The Client hereby agrees that CSP may inform any third party that CSP has closed the client’s account and/or have cancelled the Client’s credit facility. The client acknowledges that, in such event, it will not have any claim against CSP.
4. The client hereby also agrees and accepts that CSP may submit any default in respect of its failure to pay any amounts which are due, owing, and payable by the client to CSP for publication to a Credit Bureau.

DOMICILIUM

Should any of the party’s breach any of its obligations in terms hereof and persist in such breach for a period of 10 (ten) days after written notice will have been received from the other party, then the aggrieved party shall be entitled without prejudice to any rights which it may have in terms hereof or at law, to:
1. CSP and the client choose their domicilium citandi et executandi (“domicilium”), for the purposes of the giving or receiving of any notice, the payment of any sum, the serving of any process arising out of this agreement at the physical address or “main place of business as recorded in the application form completed by the client.
2. Both CSP and client are entitled from time to time, in writing, to vary their domicilium to any other address which is not a post office box or poste restante, and which is within the borders of the Republic of South Africa. Variations must be communicated to the other party within 21 days.
3. Any notice given to the addressee at its physical address will be sent by pre-paid registered post or delivered by hand or sent by email.
4. A notice will be presumed, unless the contrary is proved, to have been given:
  1. if posted by pre-paid registered post, 5 (FIVE) days after the date of posting thereof.
  2. if hand-delivered during business hours on a business day, on the date of delivery.
  3. if sent by email, on the first business day following the date of sending of such email.

NO VARIATIONS OR AMENDMENTS

This agreement constitutes the whole agreement between the client and CSP relating to the subject matter hereof.
No amendment or consensual cancellation of this agreement or any provision or term thereof or of any agreement, bill of exchange or other document issued or executed pursuant to or in terms of this agreement and no settlement of any disputes arising under this agreement and no extension of time, waiver or relaxation or suspension of any of the provisions or terms of this agreement or of any agreement, bill of exchange or other document issued pursuant to or in terms of this agreement shall be binding unless recorded in a written document signed by an authorised representative of CSP. Any such extension, waiver, relaxation, or suspension which is so given or made shall be strictly construed as relating only to the matter in respect whereof it was made or given.
The client acknowledges that it is not relying and will not rely on any representation, advice, information, or technical assistance made or given by or on behalf of CSP or any of its employees, servants, or agents, except that which is contained in this agreement.
The client further acknowledges that no such advice or technical literature shall in any circumstances override the warnings, proportions and directions for use which may accompany the sale of any product, and in the event of any inconsistency, this will be referred to CSP for clarification before the product is used by the client.
No extension of time or waiver or relaxation of any of the provisions or terms of this agreement, bill of exchange or other document issued in terms of this agreement, shall operate as an estoppel against CSP in respect of its rights under this agreement, nor shall it operate so as to preclude CSP thereafter from exercising its rights strictly in accordance with this agreement.
Any express or implied term, representation, warranty, promise, or the like not recorded herein, shall not be binding on CSP whether it induced the contract between CSP and the client or not.

DATA PROTECTION

The client is responsible for complying with its obligations and CSP is responsible for complying with their obligations under applicable laws governing the Client’s data. The parties both acknowledge that they are not investigating the steps the other is taking to comply with any applicable privacy and data protection laws, such as POPIA.
The parties agree that the data processing addendum will be incorporated into this agreement by reference and will take precedence over any term in this agreement.

GENERAL

If CSP allows the Client any latitude or extension of time, this is not and must not be understood as a novation or waiver of CSP’s rights in respect of these general terms and conditions, and it will also not be, or be the cause of an estoppel against CSP.
Every provision of these terms and conditions is deemed to be separate and severable, and should any provision be found to be defective or unenforceable for any reason, that provision will be severed from the remaining provisions and the validity of the remaining provisions shall continue to be of full force and effect.
Neither party shall be bound by any representation, express or implied term, warranty, promise or the like not recorded herein or reduced to writing and signed by the parties or their representatives.

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