ETRADE TERMS & CONDITIONS

E-TRADE WEBPORTAL TERMS AND CONDITIONS

1 Our agreement

Elvey Security Technologies (Proprietary) Limited ("Elvey") has developed this site ("E-Trade Portal") in order to provide its customers with the capability and convenience of placing orders for its products online ("Services"). Please read these Terms carefully. By accessing E-Trade portal and using any of the Services, you are deemed to have read and agreed to these Terms. This agreement shall commence when you register for the E-Trade Services and continues thereafter indefinitely until terminated by Elvey for any reason. Elvey may amend these Terms from time to time, in which case such amended Terms will supercede and replace any previous terms and you will be deemed to have read and agreed to the amended terms. Please ensure therefore that you check for modifications to these Terms when accessing the E-Trade Portal or using any of the Services.

2 E-Trade Services

2.1 Registration. Please complete the online Registration Form and send it to Elvey either by email to etrade@elvey.co.za, fax to +27 11 614 2333, post to PO Box 27088, Benrose, 2011 or by hand to 65Julbert Road, Benrose, 2011. If you wish to arrange for your authorised employees to place orders through E-Trade on your behalf, please ensure that each completes and sends the Registration Form to Elvey and is informed of these Terms.

2.2 Activation. Subject to the Security Measures in 3 3 below, Elvey will email you confirmation of your registration ("Registration Confirmation") together with your personal account number. Within 48 hours of sending the Registration Confirmation, Elvey will also arrange for the delivery of the software you will need to access the E-Trade Portal and to place orders online ("Software"). Use of the Software is subject the licence agreement which will be included in the software package ("Licence").

2.3 Placing online orders. By clicking on the "submit" option you are deemed to have submitted an offer to purchase the products forming the subject matter of your order and you will not thereafter be able to cancel your order unless Elvey expressly agrees thereto, provided that prior to you submitting your order, you will be given the opportunity to review its terms and to correct any mistakes or to withdraw from the transaction completely. You hereby agree to be bound by all electronic instructions, subscriptions and other communications which originate or purport to originate from you, or from your employees who present themselves as having authority to act on your behalf (collectively "Instructions"), in the form and with the content actually received by Elvey, regardless of whether you did in fact authorise such instructions and regardless of any error in the content of such instructions that may result from interception, equipment malfunction, distortion of communication links or any other reason whatsoever, with no liability of whatever nature attaching to Elvey in regard thereto.

2.4 Legal requirements. By using the Services, you agree that Elvey may send you electronic communications using the contact details contained in your Registration Form, provided that you will be entitled to ask Elvey at any time to remove you from its mailing list by sending an email to that effect to etrade@elvey.co.za. When sending Elvey emails to Elvey, you agree that all such communications, also those that take the form of agreements, notices and disclosures satisfy all legal requirements as if they were in hard copy form, including the requirement where relevant that they be "in writing".

2.5 Delivery. Elvey reserves the right to refuse to accept or to execute on any order or to cancel orders in whole or in part without having to give reasons. Should Elvey elect to accept to perform in terms of your order, Elvey will notify you of its decision using the contact details on your Registration Form ("Order Confirmation"). Such delivery time is usually 48 hours, although "urgent" deliveries may be arranged by calling your local branch. At Elvey’s discretion a delivery fee for minimum size orders will be charged. The passing of risk and ownership in delivered products and additional logistics-related terms are set out in the Standard Terms and Conditions of Sale on the reverse side of Elvey's Tax Invoice which will accompany the delivery of the products you order through the E-Trade Portal ("Standard Terms and Conditions of Sale").

2.6 Prices. Prices for goods which can be ordered electronically are displayed on the E-Trade Portal and Elvey takes all reasonable commercial efforts to reflect the correct prices for its products. Should products however be incorrectly priced on the E-Trade Portal, Elvey will not be obliged to sell goods at such incorrect prices and will only be liable to refund monies actually paid for such goods. Moreover, stocks of all products on offer are limited. Elvey will take all reasonable commercial efforts to discontinue the offer as soon as stock is no longer available. However, should products still be offered after stocks are sold out, Elvey shall only be liable to refund monies received where it is unable to fulfil orders at advertised prices.

2.7 Payment. Payment terms will either be set out on the Tax Invoice which will accompany the delivery of the products you order through the E-Trade Portal or be in terms of our written arrangement with you. Please note that the E-Trade Portal does not, at this stage, facilitate online payments for ordered products.

2.8 Returns. Elvey's refund policy in respect of faulty or damaged products is set out in the Standard Terms and Conditions of Sale and customers will be charged a handling fee on all returns at Elvey’s discretion.

2.9 Transaction record. A full history of the orders placed online using your account number is available on the E-Trade Portal for a period of 3 6 months after the transaction in question is concluded.

3 Security Measures
 
3.1 All pricing and other information stored on the databases accessible through the E-Trade Portal ("E-Trade Data") is confidential and proprietary to Elvey. Elvey accordingly reserves the right to conduct whatever verification inquiries it deems appropriate prior to Registration Confirmation, and to use whatever technological and other measures it deems necessary to detect and prevent unauthorised access or attempts to gain unauthorised access to the E-Trade Data or the E-Trade Portal. You therefore agree to comply at your cost with all reasonable security measures which Elvey may notify to you from time to time regarding access to the E-Trade Data, including without limitation-

3.1.1 using your account number and unique username and password (which complies with the character sets notified by Elvey from time to time and is changed when reasonably requested from time to time), and ensuring that authorised employees use such account number together with their unique usernames and passwords to log on to the secure pages of the E-Trade Portal;

3.1.2 taking all steps necessary to prevent the disclosure of passwords to any third party. If for any reason a password is no longer secure or becomes accessible to any unauthorised person, you must immediately notify Elvey thereof; and

3.1.3 notifying Elvey immediately should any employee who has registered and who accesses the E-Trade Data using your account number and the Software licenced to you leaves your employ.

3.2 Any person that delivers or attempts to deliver any damaging code to the E-Trade Portal or attempts to gain unauthorised access to any page on this site shall be prosecuted and civil damages shall be claimed in the event that Elvey suffers any damage or loss.

3.3 You hereby agree to allow Elvey to take all reasonable steps to ensure the integrity and security of the E-Trade Portal and back-office applications.

4 Content of this Website

4.1 Improvements. Elvey reserves the right at any time to change, improve, correct or discontinue without notice, any content, aspect or feature of the E-Trade Portal and/or the Services, in its discretion, and to suspend or deny access to the E-Trade Portal or any Service for any reason whatsoever.

4.2 No advice, financial advice or solicitation. While Elvey makes available the E-Trade Data and the Services to assist you, nothing contained on the E-Trade Portal should be construed as any form of advice or as an offer or solicitation in relation to any products whatsoever. You undertake not to rely on the E-Trade Data or other content of the E-Portal as the sole criterion in taking decisions or actions that may influence your financial position, but to exercise your own skill and judgment in placing reliance on the information and to consult an expert or professional where necessary.

4.3 Lawful use. Elvey cannot screen or edit all the content available from the E-Trade Portal and does not accept liability for defamatory, obscene or otherwise unlawful content. You are encouraged to inform Elvey of any content that may be offences or unlawful. You warrant in favour of Elvey that -

4.3.1 by accessing the E-Trade Portal you are legally entitled to do so, that you are duly registered and authorised to use the Services where applicable, and that you have the requisite capacity to conclude legally binding transactions with Elvey; and

4.3.2 you will not use the E-Trade Portal, the Service/s or the E-Trade Data for any purpose that is unlawful or contrary to these Terms.

5 Intellectual Property Rights
 
5.1 General. All intellectual property rights not expressly granted are reserved and are protected from infringement by local and international legislation and treaties. The content of the E-Trade Portal is provided solely for your private individual use and you agree not to copy, reproduce, transmit, distribute, sell, publish, broadcast or in any other way disseminate the content or any part thereof. To obtain permission for the commercial use of any of the content on the E-Trade Portal, please contact us using the details in 2.1.

5.2 Copyright. Copyright of the content of the E-Trade Portal and the databases and data accessible through the E-Trade Portal, including without limitation all software, databases, text, graphics, icons, hyperlinks, designs and pricing information, vests exclusively in Elvey or are licensed to Elvey. You may download, view and print content from the E-Trade Portal for private and non-commercial purposes only.

5.3 Trademarks. The trademarks, names, logos and service marks displayed on the E-Trade Portal are registered and unregistered trademarks of Elvey. Nothing contained on the E-Trade Portal should be construed as granting you any licence or right to use any trademark without the prior written permission of Elvey.

6 Use of hypertext links, framing, spiders and crawlers

6.1 Hypertext links to external websites may be provided for your convenience. Such websites are, however, beyond the control of Elvey and Elvey does not endorse, approve of or make any representation regarding the content and any advice, opinions, products and services offered via such websites. Use or reliance on any external links is at your own risk. When visiting external websites please refer to such sites' terms and conditions of use.

6.2 No hypertext links of whatever nature may be created to the E-Trade Portal from any website, no pages comprising this site may be framed and no technology may be used to search and gain any information from this site, without the prior written consent of Elvey. Please contact us for such consent using the details in 2.1.

7 Disclaimer

7.1
 
7.1.1 the accuracy, completeness, validity, timeliness or reliability of the E-Trade Data or its fitness for use in any jurisdiction; or
 
7.1.2 the error free use, secure use and/or availability of the E-Trade Portal.
 
7.2 Your use of the E-Trade Portal and your use of and reliance on the information and any part thereof is at your own risk. You remain solely responsible for your instructions, the use of your password, and the lawfulness and soundness of any decision you make or action you take as a result of your use of the E-Trade Portal, the services and the E-Trade data. You also remain responsible for ensuring adequate protection and back up of data and for taking reasonable and appropriate precautions against viruses and other malicious programs.
 
7.3 Without prejudice to any of the rights of Elvey at law or under these Terms, you will have no claim against and hereby indemnify Elvey, its directors and employees against any loss or damages of whatever nature and howsoever arising which Elvey or any third party may suffer or incur arising out of your use of the E-Trade data, the services and/or the E-Trade portal.
 
7.3.1 any breach by you of these Terms, including your use of the E-Trade Portal for any purpose that is unlawful under South African law, international law or the law of any jurisdiction applicable to you;

7.3.2 any action taken by Elvey pursuant to your instructions;

7.3.3 any loss of business, profits, opportunity and/or data; and

7.3.4 any action taken or decision made by you in reliance on the E-Trade Data.

7.4 Elvey will not be liable to you or any third party and you hereby waive whatever claims you may have against Elvey, its directors or employees for any expense, loss or damage of whatever nature that you may suffer or sustain as a result of or arising from -

7.4.1 any errors, omissions or corruption of information including any errors that may occur as a result of changes in applicable legislation and/or any inaccuracy or error occurring in respect of your order;

7.4.2 any unavailability of the E-Trade Portal or Services for whatever reason including the failure or delay by any third party service providers to render any service necessary to ensure the availability of the E-Trade Portal;

7.4.3 any virus or any illicit or malicious computer system program that attaches itself to and infects, corrupts or destroys other programs or systems;

7.4.3.1 any unauthorised access by third parties to the E-Trade Portal or E-Trade Data or the interception of communications between us;

7.4.4 any failure, errors or delay in receiving or acting on your instructions or stopping or cancelling any transaction;

7.4.5 any failure, errors or delay in making available or transmitting Registration Confirmations or Order Confirmations to you.

7.5 You acknowledge and agree that Elvey provides this free value-added service in reliance upon this Disclaimer and that the provisions of this clause 7 are material to the agreement between the parties and will survive the termination of this Licence for whatever reason.

8 Governing law and Disputes

These Terms are governed by and construed in accordance with the laws of the Republic of South Africa without giving effect to any principles of conflict of law. In the event of any dispute of any nature whatsoever arising between the parties on any matter provided for in, or arising out of this agreement, and not resolved through Elvey's Customer Relations Department, then such a dispute shall be submitted to confidential arbitration in terms of the expedited rules of the Arbitration Foundation of South Africa. http://www.arbitration.co.za/Pages/docs/expedited_rules.pdf Subject to the foregoing, you hereby consent to the jurisdiction of the Witwatersrand Local Division of the High Court of South Africa in respect of any disputes arising in connection with these Terms, or any matter related to or in connection therewith.

9 General legal terms

9.1 These Terms, the Licence, and the Standard Terms and Conditions of Sale constitute the sole record of the agreement between you and Elvey in relation to the subject matter hereof. Neither you nor Elvey shall be bound by any express tacit or implied representation, warranty, promise or the like not recorded herein. These terms supersede and replace all prior commitments, undertakings or representations, whether written or oral, between you and Elvey in respect of the subject matter hereof. No indulgence or extension of time which either you or Elvey may grant to the other will constitute a waiver of or, whether by estoppel or otherwise, limit any of the existing or future rights of the grantor in terms hereof, save in the event or to the extent that the grantor has signed a written document expressly waiving or limiting such rights.

9.2 You are not entitled to cede, assign and delegate any of your rights or obligations in terms of these Terms to any third party without the prior written consent of Elvey.

9.3 All provisions of these Terms are, notwithstanding the manner in which they have been grouped together or linked grammatically, severable from each other. Any provision of these Terms which is or becomes unenforceable in any jurisdiction, whether due to voidness, invalidity, illegality, unlawfulness or for any reason whatever, shall, in such jurisdiction only and only to the extent that it is so unenforceable, be treated as pro non scripto and the remaining provisions of these terms and conditions shall remain in full force and effect.

9.4 Should Elvey be prevented from fulfilling any of its obligations to you as a result of any event of force majeure, then those obligations shall be deemed to have been suspended to the extent that and for as long as Elvey is so prevented from fulfilling them and your corresponding obligations shall be suspended to the corresponding extent. In the event that force majeure continues for more than fourteen days after it has fist occurred then Elvey shall be entitled (but not obliged) to terminate all of its rights and obligations in terms of or arising out of these terms by giving notice to you. An "event of force majeure" shall mean any event or circumstance whatsoever which is not within the reasonable control of including, without limitation, vis major, casus fortuitus, any act of God, strike, theft, riots, explosion, insurrection or other similar disorder, war (whether declared or not) or military operations, the downtime of any external telecommunications line, power failure, virus attacks, international restrictions, any requirement of any international authority, any requirement of any government or other competent local authority, any court order, export control or shortage of transport facilities.

10 General Company Information

10.1 Elvey's directors. S Connelly*,J Edery (CEO), P Poole*, B Scott, D Waywell, (* non executive)

10.2 Elvey's registration number. 1996/000203/07

10.3 Physical address for receipt of legal service of documents. 65Julbert Road, Benrose, 2011

10.4 Privacy Policy. Elvey's privacy policy in respect of personal information transmitted to and from Elvey by virtue of your use of the E-Trade Portal is protected as set out in our Privacy Policy.

10.5 Codes of conduct.
 
10.6 Membership of self-regulatory, regulatory / accreditation bodies.
 
10.7 E-Trade Portal security.
 
Copyright (c) July 2006 Elvey Security Technologies (Proprietary) Limited

All Rights Reserved.