Last updated: November 3, 2021
By using Curnance's Software and initiating bank deposits or withdrawals the Client agrees to this Agreement and will comply with these terms[cite: 10]. IT IS THE CLIENT'S RESPONSIBILITY TO READ AND UNDERSTAND THIS AGREEMENT[cite: 11].
means a user profile which the Client creates on Curnance's website or mobile application.
means the terms and conditions contained in this document.
means a person who creates an Account with Curnance.
means any data, file attachments, text, images, reports, Personal Information or any other content, that is uploaded, submitted, transmitted or otherwise made available to Curnance in terms of this Agreement.
means all proprietary information as set out in clause 16.6 below.
means any data, code, file attachments, text, image, report, Personal Information or any other information that is uploaded or linked to Curnance's Software.
means the Monthly Subscription Fee multiplied by the relevant credit percentage indicated at clause 5.3 below.
means Curnance Proprietary Limited, registration number 2021/688152/07, a private limited liability company duly incorporated in the Republic of South Africa.
means any incorrect functioning of the Service which results in the failure of the Service to operate in compliance with its represented functionalities.
means copyright, trademarks, patent rights, trade secrets, and any other proprietary rights.
means the monthly subscription fee payable by the Client to Curnance on the first day of each month from the date on which a paid Account is created. The monthly subscription fee is payable in full at the rate set out on Curnance's website to mobile application, which you accept by creating an Account.
means the statement provided by Curnance to the Client for rendering the Services.
means the parties to this Agreement, and Party means either one of them.
means information personal to the Client, which may include, but is not limited to the Client's name, address, date of birth, government-issued identification number and document copy, photographs of yourself, utility bill and other verification documents required by Curnance from time to time, location information, including GPS technology and IP address, and transactional information of inflow and outflow of payments on the Software.
means the Client's Personal Information provided to Curnance during the Client's creation of her Account.
means the services to be provided by Curnance to the Client in terms of clause 4.3 of this Agreement.
means the programs, online currency platform, digital wallet and other operating information tools and platforms provided by Curnance to the Client in terms of this Agreement.
means the date and time on which the Client created an Account.
means the Client or individual which gains access to the Software and Services through the Client's use of Curnance's software.
| Account | means a user profile which the Client creates on Curnance's website or mobile application. |
| Agreement | means the terms and conditions contained in this document. |
| Client | means a person who creates an Account with Curnance. |
| Client Data | means any data, file attachments, text, images, reports, Personal Information or any other content, that is uploaded, submitted, transmitted or otherwise made available to Curnance in terms of this Agreement. |
| Confidential Information | means all proprietary information as set out in clause 16.6 below. |
| Content | means any data, code, file attachments, text, image, report, Personal Information or any other information that is uploaded or linked to Curnance's Software. |
| Credit Percentage | means the Monthly Subscription Fee multiplied by the relevant credit percentage indicated at clause 5.3 below. |
| Curnance | means Curnance Proprietary Limited, registration number 2021/688152/07, a private limited liability company duly incorporated in the Republic of South Africa. |
| Error | means any incorrect functioning of the Service which results in the failure of the Service to operate in compliance with its represented functionalities. |
| Intellectual Property Rights | means copyright, trademarks, patent rights, trade secrets, and any other proprietary rights. |
| Monthly Subscription Fee | means the monthly subscription fee payable by the Client to Curnance on the first day of each month from the date on which a paid Account is created. The monthly subscription fee is payable in full at the rate set out on Curnance's website to mobile application, which you accept by creating an Account. |
| Monthly Invoice | means the statement provided by Curnance to the Client for rendering the Services. |
| Parties | means the parties to this Agreement, and Party means either one of them. |
| Personal Information | means information personal to the Client, which may include, but is not limited to the Client's name, address, date of birth, government-issued identification number and document copy, photographs of yourself, utility bill and other verification documents required by Curnance from time to time, location information, including GPS technology and IP address, and transactional information of inflow and outflow of payments on the Software. |
| Profile | means the Client's Personal Information provided to Curnance during the Client's creation of her Account. |
| Services | means the services to be provided by Curnance to the Client in terms of clause 4.3 of this Agreement. |
| Software | means the programs, online currency platform, digital wallet and other operating information tools and platforms provided by Curnance to the Client in terms of this Agreement. |
| Start Date | means the date and time on which the Client created an Account. |
| User | means the Client or individual which gains access to the Software and Services through the Client's use of Curnance's software. |
means any day other than a Saturday, Sunday or public holiday in South Africa or as gazetted by the government of the Republic of South Africa from time to time.
means the hours from 08h30 to 17h30 South African Standard Time on any business day.
means any calendar day.
means any person, company, close corporation, trust, partnership or other entity whether or not having separate legal personality.
means the working calendar week, starting on Monday and ending on Friday.
means legible writing in English and includes any form of electronic communication including emails and facsimiles, however this excludes any form of electronic communication over WhatsApp or any social media platform.
| business day | means any day other than a Saturday, Sunday or public holiday in South Africa or as gazetted by the government of the Republic of South Africa from time to time. |
| business hours | means the hours from 08h30 to 17h30 South African Standard Time on any business day. |
| days | means any calendar day. |
| person | means any person, company, close corporation, trust, partnership or other entity whether or not having separate legal personality. |
| week | means the working calendar week, starting on Monday and ending on Friday. |
| writing/written | means legible writing in English and includes any form of electronic communication including emails and facsimiles, however this excludes any form of electronic communication over WhatsApp or any social media platform. |
Interpretation of this Agreement: Unless otherwise provided, defined terms appearing in this Agreement in title case shall be given their meaning as defined, while the same terms appearing in lower case shall be interpreted in accordance with their plain English meaning.
Calculation of days: Unless specifically otherwise provided, any number of days prescribed shall be determined by excluding the first and including the last day or, where the last day falls on a day that is not a business day, the next succeeding business day.
Due dates for performance: If the due date for performance of any obligation in terms of this Agreement is a day which is not a business day then (unless otherwise stipulated) the due date for performance of the relevant obligation shall be the immediately succeeding business day.
Equal treatment: The rule of construction that this Agreement shall be interpreted against the Party responsible for the drafting of this Agreement, shall not apply.
Curnance is a financial technology services company that provides ease of exchange and withdrawal of currency and other exchange instruments for the African and Global market[cite: 5].
The Client, the creation of an Account, accepts that Curnance will render the Services to the Client per the terms of this Agreement[cite: 6].
With effect from the Start Date and subject to the terms of this Agreement, the Client is granted access to Curnance's Software and will be provided with the Services in terms of this Agreement[cite: 7]. Curnance is also appointed as a service provider to the Client subject to the terms of this Agreement[cite: 8]. No partnership, joint venture or formal entity is created by this Agreement[cite: 9].
By using Curnance's Software and initiating bank deposits or withdrawals the Client agrees to this Agreement and will comply with these terms[cite: 10]. IT IS THE CLIENT'S RESPONSIBILITY TO READ AND UNDERSTAND THIS AGREEMENT[cite: 11].
Term: This Agreement shall be effective so long as the Client's Account remains active[cite: 12].
Termination at instance of Client: This Agreement may be terminated by the Client by the Client suspending or deleting her Account[cite: 13].
Termination at the instance of Curnance: This Agreement may be terminated on notice by Curnance by Curnance delivering a termination notice to the Client, addressed to the Client's contact email or address set out on its Profile[cite: 14].
Termination at the instance of a breach of this Agreement: Either Party may terminate this Agreement in terms of clause 9 of this Agreement[cite: 15].
Access and Use Rights: Subject to the terms and conditions of this Agreement, and the Client's compliance with such terms and conditions, Curnance grants the Client a limited, global, non-transferable, non-exclusive right to access and use the Software for the duration of the term of this Agreement[cite: 16].
Updates or discontinuation of the Software and Service: The Client agrees that its decision to subscribe to the Software is not contingent on the delivery of any future functional features, or dependant on any oral or written comment by Curnance regarding the future functional features of the Software[cite: 17]. The Client further acknowledges that Curnance may in its sole discretion and without prior notice, update the Software and Services contemplated in this Agreement from time to time[cite: 18].
Services offered to the Client: As part of ensuring the Client's successful use and benefit of the Software, Curnance shall provide the following Services to the Client for as long as this Agreement remains binding between the Parties[cite: 19]:
Use Restrictions: The Client or an Affiliate or User or any third party may not under any circumstances[cite: 22]:
No Modifications or Reverse Engineering: Except as expressly permitted in this Agreement, the Client may not:
Curnance shall ensure a 99.9% uptime rate of the Services with support being provided to the Client via the following avenues (Immediate Support Avenues)[cite: 42]:
Where the Client experiences an Error and has exhausted the Immediate Support Avenues, the Client may contact Curnance by email logging an Error report[cite: 45]. Depending on the severity of the Error, the following criteria shall apply to addressing a Client's issue related to the Service:
Only where the Client is not in breach of this Agreement, as a remedy for Curnance's Service not being available as a result of an Error after the Client has exhausted Curnance's support avenues mentioned at clauses 8.1 and 8.2 as defined above, Curnance shall credit Client with the applicable Credit Percentage in accordance with the percentages below:
Once Curnance has confirmed in writing to the Client the applicable Credit Percentage to be applied as a direct result of an Error, the Credit Percentage will be set off the Client's immediately following invoice[cite: 49, 50].
Client Data Processing: The Client retains all rights, title, interest and control, in and to the Client Data in the form it was submitted to Curnance[cite: 51]. Subject to the Agreement, the Client grants Curnance the right to make use of aggregated data derived from Curnance's Software[cite: 52]. Such aggregated data will be used on an anonymous basis and shall only relate to aggregated or average statistics based on key metrices as determined by Curnance[cite: 53].
The Client further gives Curnance the right to access the Client's Data[cite: 54]. The Client grants Curnance this right for the following purposes:
Upon termination of this Agreement, it is the responsibility of the Client to remove or export its Client Data from the Software within 5 business days[cite: 59]. The Client will no longer be able to access its data through Curnance's Software thereafter[cite: 60]. If the Client is unable to remove or download the data, the Client may request Curnance to export the relevant Data and provide it to the Client at an additional fee[cite: 61].
By entering into this agreement, the Client consents to Curnance collecting and processing its personal information and acknowledges that it is aware of all its rights under relevant legislation related to the protection of personal information[cite: 62].
Curnance's Intellectual Property relates to: the Service and Software of Curnance, inclusive of materials, such as the Content, application programming interface, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and services marks, any and all related or underlying technology, software codes and process methodology, user interface and any modifications, enhancements or derivative works of the foregoing (collectively: Curnance IP), are the property of Curnance and may be protected by applicable copyright or other intellectual property laws and treaties[cite: 63]. As between the Client and Curnance, Curnance retains all right, title and interest, including all intellectual property rights, in and to the Curnance IP[cite: 64].
Client Reference: The Client hereby grants Curnance the right to use Client's name and logo to identify Client as a User or Client of Curnance or the Software on Curnance's website, marketing materials or public announcements[cite: 65].
Limitation of Liability | Curnance's liability in terms of this Agreement shall be limited to the following:
Indemnification of Curnance | The Client hereby indemnifies Curnance and holds Curnance harmless against all and any claims which may at any time be made against Curnance in respect of any loss, claim or damage which the Client may incur as a result of any of the Client's conduct or omission whatsoever[cite: 68].
If a Party (Defaulting Party) commits any breach of this Agreement the following provisions apply:
Should the Parties not be able to resolve the dispute notwithstanding exhausting the 1st Tier and the 2nd Tier, the Aggrieved Party will be entitled to[cite: 70]:
Neither Party shall be entitled to cancel this Agreement unless the breach is a material breach[cite: 73]. A breach will be deemed to be a material breach if:-
The Aggrieved Party's remedies in terms of this clause are without prejudice to any other remedies which the Aggrieved Party may be entitled to in law[cite: 76].
No Party shall be liable to the other for its failure to perform, the defective performance or any delay in performing any obligation in terms of this Agreement in the event and to the extent that such failure or delay is caused by force majeure[cite: 77].
For the purpose of this Agreement "force majeure" shall mean any circumstance which is beyond the reasonable control of the Party giving notice of force majeure (Affected Party) and for which it is not responsible[cite: 78].
A "force majeure" event shall include but is not limited to any law which comes into operation subsequent to the consent of this Agreement (which law critically affects any aspect or matter or issue contained in this Agreement), strikes (whether legal, illegal or in sympathy) on the part of all or any employees of either Party (or their respective sub-contractors if applicable), all war (whether declared or not), revolution, invasion, insurrection, riot, civil commotion, mob violence, sabotage, blockade, embargo, boycott, the exercise of military or usurped power, fire, explosion, theft, storm, flood, rain, drought, wind, lightning, or any other adverse weather condition, loss of electric supply from the national, state, or municipal grids[cite: 79], loss of water supply from national, state, or municipal supply lines, epidemic, quarantine, major accident, acts or restraints of government imposition, or restrictions or embargos on imports or exports[cite: 80].
Notwithstanding the provisions of clause 13.2, the inability to meet any payment obligation of this Agreement due to a lack of funds shall in no circumstances be treated as an event of force majeure[cite: 81].
In the event of a force majeure event, the Affected Party shall, subject to clauses 13.1 and 13.6 -
If either Party (Excused Party) is excused by this clause 13 from the performance or punctual performance of any obligation for a continuous period of 60 days, the other Party may (but shall not be obliged to) at any time thereafter, and provided such performance or punctual performance is still excused, terminate this Agreement on 14 (fourteen) days written notice to the Excused Party[cite: 87, 88]. Should any dispute arise in connection with or as a result of such termination, such dispute shall be referred to dispute resolution in terms of clause 12[cite: 88].
Each of the Parties to this Agreement hereby acknowledges and agrees that it has been free to secure independent legal and other professional advice as to the nature and effect of all of the provisions of this Agreement and that it has either taken such independent advice or has dispensed with the necessity of doing so[cite: 89].
This Agreement will also be for the benefit of and be binding upon the successors in title and permitted assigns of the Parties or either of them[cite: 90].
This Agreement will in all respects be governed by and construed under the laws of the Republic of South Africa[cite: 91].
Subject to clause 12, the Parties hereby consent and submit to the exclusive jurisdiction of the High Court of South Africa, Gauteng Division, Johannesburg in any dispute arising from or in connection with this Agreement[cite: 92].
Each of the Parties hereby warrants to and in favour of the other that -
Each of the representations and warranties given by the Parties in terms of clause 16.1 shall -
The Client warrants and represents that it will not encourage others to upload, transmit or otherwise use in conjunction with the Service and Client Data or any User information that:
Notwithstanding the terms in this Agreement or any other terms to the contrary:
Whole Agreement | This Agreement and its annexures constitute the whole of the agreement between the Parties relating to the matters dealt with herein and, save to the extent otherwise provided herein, no undertaking, representation, term or condition relating to the subject matter of this Agreement not incorporated in this Agreement shall be binding on either of the Parties[cite: 109].
Automatic Renewal | To ensure minimal disruption to the Client's use of the Software, this Agreement shall automatically renew on a monthly basis unless terminated in terms of clause 6. Accordingly, unless either Party terminates this Agreement Curnance will automatically charge the Client at the Monthly Subscription Fee[cite: 110].
Novation of Previous Agreements | This Agreement and its annexures (if any) hereby replace and substitute all previous agreements entered into between the Parties of the same substance and general content, and renders such previous agreements of no force nor effect[cite: 111].
Variations | Variations, additions, amendments or changes to this Agreement will be required from time to time which may relate to the addition of new functions or features to the Service, technical adjustments, typos or error fixing, for legal or regulatory reasons or for any other reasons as Curnance may deem necessary, at Curnance's sole discretion[cite: 112]. Such variations, amendments or changes to this Agreement may thus be made on by Curnance on notice to the Client[cite: 113]. The Client's continued use of the Service after the changes have been implemented will constitute the Client's acceptance of the amended Agreement[cite: 114].
Conflict between English version and translated versions | This Agreement may be translated into languages other than English for a client's convenience[cite: 115]. Should there be any conflict between the interpretation of the non-English version and this Agreement, this Agreement, which is in English, shall prevail[cite: 116].
Confidential Information | Proprietary information pertaining to a Party and its business, including but not limited to (i) all information that has commercial value and is not available to the public[cite: 117]; (ii) all information marked "confidential" or which is otherwise notified or identified as being confidential at the time of disclosure[cite: 118]; (iii) lists of all information relating to customers or prospective customers[cite: 119]; (iv) lists of or information relating to suppliers or prospective suppliers[cite: 120]; (v) information relating to the businesses of the other Party, including but not limited to administrative, financial, marketing and accounting activities, planning, operations, processes, strategies and business structures[cite: 121]; (vi) contractual relationships between customers, suppliers, business associates and other persons, including financial relationships[cite: 122]; (vii) markets or market areas within which the other Party operates or intends to operate[cite: 123]; (viii) executive staff and employee details, including but not limited to numbers, terms of employment, remuneration and incentive schemes[cite: 124].
Provisions Severable | All provisions and clauses of this Agreement are, notwithstanding the manner in which they are grouped together or linked grammatically, severable from each other[cite: 125]. The Parties declare that it is their intention that this Agreement would be executed without such unenforceable provision if they were aware of such unenforceability at the time of execution hereof[cite: 126]. The Parties further acknowledge that should the provisions of any annexures to this Agreement become outdated or replaced, the provisions of the rest of the Agreement will remain enforceable[cite: 127].
Continuing Effectiveness of Certain Provisions | The expiration or termination of this Agreement shall not affect provisions of this Agreement where it is expressly provided that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this[cite: 128].
Consent | The Client agrees to these terms when creating an Account, the process of which requires the Client to check a box acknowledging her consent to this Agreement.
For any questions or concerns regarding this Agreement, please reach out to us.
Contact us at [email protected]