1. INTRODUCTION

1.1. This document contains the terms and conditions of trade (“the Terms”) between yourself (“the

Customer”) and Courierit a division of RTT Group Proprietary Limited (Registration Number

2014/020717/07) (“Courierit”), (collectively, “the Companies”, and ”Company” shall refer to Courierit

and its Independent Service Providers from time to time as the context may indicate).

1.2. To the extent applicable:

1.2.1. Part A and clause 1 of these Terms will be applicable between the Customer and each of

the Companies;

1.2.2. Part B will only be applicable between the Customer and Courierit;

1.3. These Terms govern:

1.3.1. the service relationship between the Customer and the Companies; and

1.3.2. the deferred payment relationship between the Customer and any one or more of the

Companies following the approval by such Company of the deferred payment application to

which these Terms are attached (“Deferred Payment Application”).

1.4. For the avoidance of doubt:

1.4.1. no service relationship shall be created between the Customer and any one or more of the

Companies, as the case may be, until the relevant Company has accepted an order for such

services in writing. The Company, in its sole discretion, reserves the right not to accept any

order and to refuse to accept any Consignment; and

1.4.2. deferred payment facilities will only be granted by the Company to the Customer on approval

by the Company in writing of the Deferred Payment Application, and any deferred payment

facility granted by the Company to the Customer shall be at the Company’s sole discretion

and granted in accordance with applicable legislation and these Terms.

1.5. The Company is not a public carrier or common carrier and any Consignment (as defined in clause 4.4

below) is subject to these Terms.

1.6. In the event of any conflict, inconsistency or variance of any nature between these Terms, and any other

terms and conditions which may be or become applicable to the Customer from time to time, the

provisions of these Terms shall prevail to the extent of any such conflict, inconsistency or variance.

1.7. THE CUSTOMER HEREBY WARRANTS AND UNDERTAKES TO AND IN FAVOUR OF THE

COMPANY THAT it is authorised to accept and hereby accepts these Terms on behalf of itself and as

agent for and on behalf of all other persons who are (or may become) interested in the arrangement(s)

contemplated herein.

PART A: GENERAL TERMS

2. DEFERRED PAYMENT

2.1. If the Customer wishes to apply for a deferred payment arrangement with the Company the Customer

shall complete the Deferred Payment Application for consideration by the Company.

2.2. Should the Deferred Payment Application be successful following an assessment of the creditworthiness

of the Customer and subject to the Customer being able to provide the cession and suretyship

contemplated in clauses 18 and 19 below (or such other security as the Company in its sole discretion

may deem necessary), the Company shall notify the Customer in writing of the terms and conditions 

applicable to the deferred payment arrangement provided to it by the Company (“Deferred Payment

Facility”), and such written notification shall form part of these Terms.

2.3. The Company may at any time, upon 5 (five) days prior written notice to the Customer, amend the terms

upon which the Deferred Payment Facility is provided, including without limitation, by decreasing, or

terminating the Customer’s deferred payment privileges, subject to applicable laws and the remaining

provisions of these Terms. The Company shall be entitled, in its sole and absolute discretion, to increase

the Customer’s deferred payment limits, without prior notice to the Customer, subject to applicable laws

and the remaining provisions of these Terms.

2.4. The Customer hereby confirms that the information furnished in terms of the Deferred Payment

Application is true and correct and that such information is being furnished to the Company for the

purpose of inducing the Company to extend the Deferred Payment Facility, and understands that the

Company intends to rely upon such information as correct. The Customer is obliged to forthwith inform

the Company in writing if there are any changes to the information furnished by it in the Deferred Payment

Application.

2.5. The Company may, with the prior written consent of the Customer and subject to applicable laws, from

time to time disclose the information furnished in the Deferred Payment Application relative to the

Customer, to third parties for informational purposes only.

2.6. Upon submitting the Deferred Payment Application to the Company for consideration, the Customer shall

disclose to the Company whether the National Credit Act 34 of 2005 (“NCA”) is applicable to the relevant

credit arrangement being applied for, or if it should at any time become applicable.

3. PROTECTION OF PERSONAL INFORMATION

3.1. The parties acknowledge that in providing and receiving the Services, the parties may process personal

information, as defined in the Protection of Personal Information Act 4 of 2013 (“POPI”).

3.2. The parties specifically record that all personal information received by a party, or to which a party may

be exposed, shall constitute Confidential Information and as such, the parties shall comply with all the

provisions of clause 15 with regard to such personal information.

3.3. The parties hereby warrant in favour of each other that they will at all times strictly comply with all

applicable data privacy legislation and with all the provisions and requirements of the Companies’ data

protection policies and procedures (including encryption standards) in force, from time to time, and any

further requirements of which the Companies may, from time to time, advise the Customer in writing, or

which may be required by legislation, regulation or any relevant industry body, whether within the

Republic of South Africa or elsewhere in the world.

3.4. The parties shall take, implement and maintain all such technical and organisational security procedures

and measures necessary or appropriate to preserve the security and confidentiality of personal

information processed by it and protect such personal information against unauthorised or unlawful

disclosure, access or processing, accidental loss, destruction or damage.

3.5. The Customer shall promptly return or destroy any personal information in the possession or control of

the Customer, at the request of and on instruction from the Companies in accordance with any specific

retention, destruction and purging requirements as may be prescribed by the Companies.

3.6. The Customer shall ensure and warrants that it has obtained the necessary written consent for personal

information to be processed by the Companies and also to be transferred or processed outside of the

borders of the Republic of South Africa. The Customer shall keep a record of all consents required in

terms of this clause.

3.7. The parties shall notify each other as soon as possible after a party becomes aware of or suspects any

loss, unauthorised access or unlawful use of any personal information and shall, at its own cost, take all

necessary remedial steps to mitigate the extent of the loss or compromise of personal information. The 

parties shall co-operate in any investigation relating to security of personal information which is carried

out by or on behalf of another party.

3.8. The Customer warrants that:

3.8.1. it has obtained all necessary consents contemplated in this clause 3 and as may be required

in terms of POPI:

3.8.2. The Customer indemnifies and holds the Companies harmless against any damages or

losses of whatsoever nature (including penalties and/or fines and legal costs on the scale

of attorney and own client) suffered by the Companies as a result of a breach of its

obligations set out in this clause 3.

4. LIMITATION ON THE COMPANIES’ LIABILITY AND RESPONSIBILITIES

4.1. The provisions of this clause 4 apply generally to all of the Companies, save if and to the extent

specifically provided otherwise in Part B of these Terms.

4.2. The Companies shall not be liable for any indirect and/or consequential loss and/or damages (of any

nature whatsoever) suffered by the Customer or any third party, including (without limiting the generality

of the aforegoing) loss of profits, loss of sales, loss of revenue, loss of opportunity and/or loss of

contracts, howsoever caused.

4.3. The provisions of this clause 4:

4.3.1. shall apply to each of the Companies, and to the extent applicable, each of the carriers,

providers of warehousing facilities, sub-contractors, handlers and any other parties engaged

by the Company as service providers in order to discharge its obligations towards the

Customer (each, an “Independent Service Provider”), (collectively, the “Indemnified

Parties”); and

4.3.2. constitute a stipulatio alteri for the benefit of the Independent Service Providers, which

benefit shall be capable of their acceptance in writing at any time.

4.4. All handling, packaging, loading, warehousing and transporting of the Customer’s goods

(“Consignment”) by the Indemnified Parties on behalf of or at the request of the Customer shall

be at the sole risk of the Customer, and the Customer hereby acknowledges that it shall have no

claims against the Indemnified Parties of any nature whatsoever arising out of or in connection

with the aforegoing, other than as imposed by any applicable law and subject to the remaining

provisions of these Terms.

4.5. The Customer hereby agrees that:

4.5.1. it shall not have any claim against the Indemnified Parties unless the Customer has given

the relevant Indemnified Party written notice in respect of such claim within a period of 7

(seven) days after becoming aware of such claim, which written notice shall in each instance

specify in reasonable detail the legal and factual basis of the claim and evidence on which

the Customer relies;

4.5.2. the Indemnified Parties shall not be liable for any indirect or consequential loss or damages

(of any nature whatsoever) suffered by the Customer or any third party, including (without

limiting the generality of the aforegoing) loss of profits, loss of sales, loss of revenue, loss

of opportunity or loss of contracts howsoever caused;

4.5.3. the Company shall have no responsibility or liability for any act or omission of the

Independent Service Providers; 

4.5.4. subject to clause 4.5.5 below, if an Indemnified Party is found by a competent court or

arbitrator having jurisdiction over the claim to have any liability, the Indemnified Party’s

liability shall in aggregate be limited to an amount equal to the lesser of:

4.5.4.1. the amount of the fees charged by the Company to the Customer for the

services rendered to the Customer in connection with the Consignment to which

the claim in question relates; or

4.5.4.2. the value of the Consignment, being the lesser of the value of the Consignment

declared for insurance purposes, or Customs purposes. If no such declaration

has been made, then the value of the Consignment shall be deemed to be the

market value thereof as determined by an independent evaluator appointed by

the parties;

4.5.5. the Company’s liability shall be limited to that proportion of the loss or damage (including

interest and costs) suffered by the Customer, which is ascribed to the Company by a court

of competent jurisdiction or arbitrator allocating a proportionate responsibility to the

Company, having regard to the contribution to the loss or damage in question by the

Customer, or any other person based upon relative degrees of fault. It being an express

term of the parties’ relationship that the provisions of section 1 of the Apportionment of

Damages Act, No. 34 1956 (“Apportionment of Damages Act”) will apply to all claims

between them, and “fault” and “loss or damage” as used herein shall respectively be

deemed to fall within the definitions of “fault” and “damage” as contained in section 1 of the

Apportionment of Damages Act; and

4.5.6. any claim which the Customer has against the Indemnified Parties shall be reduced by any

sum recoverable from its insurers under a policy of insurance kept by it at the date of such

claim arising.

4.6. IN ADDITION TO THE ABOVE, THE CUSTOMER HEREBY WAIVES ANY CLAIM of whatsoever

nature, howsoever arising whether in contract or in delict or otherwise (not limited eiusdem generis)

which the Customer may have against the Company beyond the amount actually recovered by the

Company under any public and/or indemnity insurance policy kept by the Company. Whilst the Company

will make every effort to ensure that public and/or professional indemnity insurance is in place, it gives

no undertaking that there will be any such indemnity insurance in place to cover such claim or that if

there is such indemnity insurance in place that it will be sufficient to cover the Customer’s claim/s.

4.7. The various limitation of liability set out in these Terms shall be cumulative.

5. LOSS OR DAMAGE TO CONSIGNMENTS

5.1. Without derogating from the provisions of clause 4 above, NO RESPONSIBILITY OR LIABILITY

WHATSOEVER SHALL ATTACH TO THE INDEMNIFIED PERSONS for any loss or damage to a

Consignment unless such loss or damage:

5.1.1. occurs whilst the Consignment is in actual physical care of the Company; and

5.1.2. is due to the intentional and wilful act or omission of the Company and/or its employees.

5.2. In the event that the Customer alleges that any goods have been damaged, the Customer shall make

such goods available upon demand to the Company for inspection.

5.3. THE COMPANY SHALL UNDER NO CIRCUMSTANCES BE LIABLE for any loss or damage

whatsoever incurred or caused or contributed to:

5.3.1. by the perishable, fragile or brittle nature of the Consignment or any defective and/or

inadequate packaging of any Consignment; or

5.3.2. subject to any applicable law, due to the negligent and/or grossly negligent acts or

omissions of the Company and/or its employees.

6. OPERATIONAL PROCEDURES

6.1. The Company reserves the right to carry and warehouse any Consignment by any means at its disposal,

and may use any Independent Service Provider to perform these duties.

6.2. All Consignments which require forwarding to facilitate delivery may be held at the Company’s discretion

and at the Customer’s cost, until suitable delivery arrangements can be arranged. The costs associated

with taking such action shall be for the account of the Customer and are payable on demand.

7. OBLIGATIONS OF THE CUSTOMER IN RESPECT OF CONSIGNMENTS

7.1. The Customer undertakes to and in favour of the Company, and agrees that it is solely responsible for

ensuring, that:

7.1.1. the Consignment is adequately packaged (including the placing of the Consignment into

any container supplied to the Customer by the Company), and the Company shall have no

liability for any loss or damage whatsoever incurred or caused as a result of the Customer

failing to adequately package the Consignment;

7.1.2. the Consignment is accurately, clearly and adequately addressed to enable the effective

delivery or warehousing thereof by the Company, and the Company shall have no liability

for any loss or damage whatsoever incurred or caused as a result of a Consignment being

delivered to the address specified by the Customer, but which address is incorrect;

7.1.3. timeous, accurate and clear instructions shall be given to the Company in writing in order to

enable the Company to comply with such instructions. The Company shall be entitled, but

not obliged, to act on oral instructions alone. If there is a conflict between any oral or written

instructions or between the various written instructions themselves, or in the absence of

instructions, the Company shall determine the best course of action to be adopted, in its

sole discretion, having regard to the Customer’s known requirements, if any, and the

Company shall not incur any liability for any such course of action adopted by it; and

7.1.4. the Consignment complies with all applicable laws, including any regulations, security

requirements and/or any other obligations pertaining to the Consignment. The Company (or

any of its nominees) reserves the right to open and examine any Consignment tendered for

carriage or warehousing by the Company, in order to fulfil such security and/or regulatory

obligations and requirements as may be applicable at any time, provided that the Company

shall have no liability for any failure, whether through its negligent and/or grossly negligent

act, omission or otherwise, to make such examination or take any other action, and the

responsibility for ensuring compliance of the Consignment with all applicable laws remains

at all times with the Customer.

8. DANGEROUS AND PROHIBITED CONSIGNMENTS

8.1. For purposes of this clause 8, “Prohibited Consignments” means any dangerous, hazardous or

combustible materials which are or may become (by their nature) liable to cause injury or damage to

persons, goods or property, or are valuable and increase the risk (and/or risk profile) of the conveyance

of cargo by the Company including but not limited to electronic and/or mechanical goods (inclusive of

cellular telephones, televisions, computers, tablets, hard drives and data storage and/or transmission

devices, medical equipment, tools, parts and/or machines), fluids, paints, acids, chemicals, explosives

or radioactive material, fire-arms or parts thereof, drugs, live or dead plants or animals, perishable foods,

cosmetics and liquor, fine arts and antiques, literature or materials that may be pornographic, offensive,

or politically sensitive, precious stones or jewellery including commercial carbons or industrial diamonds,

precious metals, gold or silver in the form of bullion, coin, dust, cyanides, precipitates or any other form,

currency (paper or coin) of any nationality, negotiable securities, tender responses, identity documents 

and passports, stock, bonds, certificates, coupons or stamps, negotiable cashier’s cheques, money

orders or traveller’s cheques and any other carriage of goods which is prohibited by any applicable laws,

rules and/or regulations.

8.2. No Prohibited Consignments will be received or accepted by the Company without the prior written

consent of a duly authorised director of the Company. Should the Company consent to the carriage or

warehousing of any Prohibited Consignments, the containers or packaging in which the Prohibited

Consignments are stored must be marked in accordance with any applicable legislation, regulations or

other requirements of any relevant authorities.

8.3. Should the necessary consent from the Company not be timeously obtained, the Company:

8.3.1. may notify the Customer in writing to forthwith collect the Prohibited Consignment at the

cost of the Customer; and/or

8.3.2. may notify the relevant public authorities; and/or

8.3.3. reserves the right to deal with such Prohibited Consignment as it deems fit in the given

circumstances, including to destroy, dispose of or abandon any Prohibited Consignments

at the cost of the Customer.

8.4. Whether or not the Customer was aware of the nature of the Prohibited Consignments and whether or

not the written consent of the Company was obtained, THE CUSTOMER HEREBY INDEMNIFIES THE

COMPANY AGAINST ALL LOSS, DAMAGE OR LIABILITY ARISING AS A DIRECT OR INDIRECT

RESULT OF THE TENDER OF THE PROHIBITED CONSIGNMENTS TO THE COMPANY.

8.5. THE CUSTOMER SHALL BE RESPONSIBLE AND LIABLE, WITHOUT LIMITATION, FOR ALL

COSTS, FINES, DAMAGES, LOSS OF INCOME AND/OR LEGAL COSTS WHICH THE COMPANY

MAY INCUR AS A RESULT OF THE CUSTOMER’S BREACH OF THIS CLAUSE 8.

9. DELIVERY OF CONSIGNMENTS

9.1. The onus of establishing the condition of the Consignment at the time of delivery thereof by the Company

shall rest with the Customer.

9.2. The Company shall, in its sole discretion, be entitled to reasonably delay or expedite the date of dispatch

of any Consignment.

9.3. The Company will only deliver Consignments which are the property of the Customer and/or in respect

of which the Customer has the right of dealing with the Consignment. The Customer warrants that it has

the authority to instruct the Company to deliver the Consignment.

9.4. If the Company is for any reason unable to effect delivery or secure warehousing of the Consignment in

accordance with the instructions of the Customer, reasonable steps shall be taken to return the

Consignment to the Customer. The Customer shall be responsible for the costs of carriage and

warehousing of the attempted delivery and return of the Consignment.

9.5. It is the Customer’s responsibility to establish the condition of the Consignment upon Delivery. An

unendorsed Proof of Delivery of any Consignment shall constitute conclusive proof that the Consignment

was delivered intact and undamaged and shall serve as conclusive proof of successful delivery of the

Consignment.

10. COLLECTION OF CONSIGNMENT

10.1. If any Consignments have not been accepted or collected by the intended receiver (or its nominee) within

1 (one) calendar month after the Company has tendered collection thereof, the Company shall notify the

Customer via email of any such non-collection. For the purposes hereof, notification to the intended

receiver of the fact that the Consignments are available for collection, or that the Company is willing to

deliver the Consignments, shall be deemed to be a good and sufficient tender for collection.

10.2. After the expiration of 10 (ten) business days from the date of emailing such written notice to its last

known email address and unless the Customer has provided the Company with specific instructions to

redeliver the Consignment to the intended receiver (at the Customer’s expense), the Company is entitled

and authorised irrevocably and at its sole discretion, to sell or dispose of the Consignment and retain

from the proceeds the charges, expenses and costs incurred in the carriage thereof. The surplus balance

of such proceeds shall be repaid to the Customer, without interest, within 60 (sixty) business days after

such sale whereupon the COMPANY SHALL BE RELEASED OF ANY AND ALL LIABILITY

whatsoever in respect of the Consignment carried or warehoused, as the case may be.

10.3. Drop IT Collections:

10.3.1. All Consignments tendered for collection to the Company via the Company’s Drop IT

collection points shall be at the sole and absolute risk of the Customer before collection,

during storage at the Drop IT collection point and until the Company takes physical

possession of the Consignment, at which time the remainder of these Terms shall govern

the parties’ respective liability.

10.3.2. Any insurance cover arranged by the Company for the Customer in terms of clause 13

hereof shall only become effective upon the Company taking physical possession of the

Consignment from the Drop IT collection point.

10.3.3. All Consignments tendered for collection via the Company’s Drop IT collection points shall

comply with the size parameters published by the Company from time to time on its website.

11. FEES AND QUOTATIONS

11.1. The Company shall be entitled to revise or withdraw quotations or agreed rates at any time upon

reasonable notice in writing to the Customer, and the Customer shall have no claim whatsoever against

the Company therefor.

11.2. All fees and quotations are subject to additional surcharges charged from time to time by the Company,

inclusive of its currency and fuel surcharges and such duties and taxes as may be payable in respect of

the Consignment. The Company’s surcharges are subject to revision by the Company in its sole and

absolute discretion, without notice to the Customer. Duties and taxes are subject to the determination

by the appropriate statutory and/or legislative body.

11.3. All prices quoted by the Company will increase annually by such percentage as the Company may in its

discretion determine. The Customer shall be notified in writing at least 15 (fifteen) business days prior to

the aforementioned increase being effected.

12. CONDITIONS OF PAYMENT

12.1. The provisions of this clause 12 apply generally to all of the Companies, save if and to the extent

specifically provided otherwise in Parts B to E of these Terms.

12.2. The relevant Company shall, from time to time, issue written invoices to the Customer in respect of

services provided by such Company, which invoices are to be paid by the Customer in accordance with

the relevant Company’s payment terms as contemplated in Parts B to E of these Terms.

12.3. Unless specifically stated otherwise herein, payment of any amount due by the Customer to any

Company shall be made by way of cash, electronic funds transfer or by cheque, free of exchange or

bank charges and without deduction or set-off.

12.4. The Customer agrees that it will not defer or withhold payment pursuant to any invoice, or deduct any

amount from the account of any Company by reason of any claim which the Customer may allege against

such Company.

12.5. If any amounts owing by the Customer to the Company remains unpaid on the due date therefor:

12.5.1. all other amounts owing by the Customer to the Company, whether due and payable or not,

shall become due and payable immediately; and

12.5.2. the Company shall be entitled, but not obliged (without prejudice to any other rights it may

have against the Customer) to:

12.5.2.1. rescind or suspend performance of any of its obligations to deliver or further

warehouse the Consignment;

12.5.2.2. forfeit all discounts granted to the Customer; and

12.5.2.3. to charge interest on all overdue amounts at the maximum rate of interest

applicable in law, calculated from the date of default until such time as the final

payment in relation to the outstanding amount (including interest thereon,

calculated daily and compounded monthly in arrears) has been fully paid.

12.6. A certificate signed by a director of the creditor Company shall be deemed to be sufficient proof of any

indebtedness to that Company, and if the Customer does not query an invoice sent to it by that Company

in writing within 15 (fifteen) business days from the date of the invoice, such invoice will be deemed to

be correct in all circumstances.

13. INSURANCE

13.1. The provisions of this clause 13 apply generally to all of the Companies, save if and to the extent

specifically provided otherwise in Parts B to E of these Terms.

13.2. THE COMPANY SHALL HAVE NO OBLIGATION TO OBTAIN ANY FORM OF INSURANCE COVER

ON BEHALF OF A CUSTOMER IN RELATION TO ANY CONSIGNMENT, UNLESS SPECIFICALLY

REQUESTED TO DO SO BY THE CUSTOMER, AND ALL INSURANCE COVER SHALL BE AT THE

EXPENSE OF THE CUSTOMER.

13.3. THE CUSTOMER ACKNOWLEDGES AND AGREES THAT, INSOFAR AS THE COMPANY AGREES

TO ARRANGE INSURANCE FOR AND ON BEHALF OF THE CUSTOMER, THE COMPANY WILL

ACT SOLELY AS AGENT FOR AND ON BEHALF OF THE CUSTOMER, AND THE CUSTOMER

SHALL HAVE NO CLAIM OF WHATSOEVER NATURE AGAINST THE COMPANY, ITS

EMPLOYEES, OFFICERS, AGENTS AND/OR SUB-CONTRACTORS IN RESPECT OF SUCH

INSURANCE, INCLUDING BUT NOT LIMITED TO ANY CLAIM IN RELATION TO LOSS SUFFERED

BY THE CUSTOMER AS A RESULT OF THE INSURER CONCERNED DISPUTING ITS LIABILITY

UNDER THE RELEVANT INSURANCE POLICY.

13.4. THE CUSTOMER ACKNOWLEDGES AND AGREES THAT IT IS RESPONSIBLE FOR

ACQUAINTING ITSELF WITH THE TERMS AND CONDITIONS UPON WHICH THE COMPANY

UNDERTAKES THE CARRIAGE OF THE GOODS, THE TERMS AND CONDITIONS OF THE

STANDARD INSURANCE COVER OFFERED BY THE COMPANY, AND ANY OTHER TERMS AND

CONDITIONS STIPULATED BY THE COMPANY AND/OR ITS INSURERS IN THIS REGARD.

14. MONTREAL CONVENTION

When carriage is tendered for international destinations, the provisions of and law relating to the Montreal Convention

apply.

15. CONFIDENTIALITY

15.1. The Parties acknowledge and agree that the nature of the relationship between the Parties may require

the exchange of confidential information, requiring the exercise of caution, discretion and good faith in

the use and dissemination of such confidential information. It is envisaged that the Company on the one

hand and/or the Customer on the other shall from time to time disclose and make available to the each

other certain confidential information (Discloser of information hereinafter referred to as the “Discloser”)

(Recipient of information hereinafter referred to as the “Recipient”). The Discloser wishes to protect the 

confidentiality of such confidential information, in order to protect and maintain its property, goodwill,

business and proprietary interests. Accordingly, the Parties hereby agree to the protection of the

Discloser’s confidential information on the terms recorded herein below

CONFIDENTIALITY UNDERTAKINGS BY THE RECIPIENT

15.2. The Recipient hereby warrants, agrees and undertakes to and in favour of the Discloser that as at the

date of signature hereof and at all times hereafter:

15.2.1. it shall maintain the Confidential Information as confidential and shall not (whether directly

or indirectly) disclose or divulge the Confidential Information in any form whatsoever to any

person or entity other than as provided for in clause 15.2.4 hereunder or with the express

written permission of the Chief Executive Officer of the Discloser;

15.2.2. it shall not (directly or indirectly) use, exploit, permit the use of or in any other manner

whatsoever apply the Confidential Information disclosed to it pursuant to the provisions of

this Agreement for any purpose whatsoever other than for the purpose for which it was

disclosed and then in accordance with the provisions of this Agreement and shall process

same strictly in accordance with the Protection of Personal Information Act 4 of 2013;

15.2.3. it shall not (directly or indirectly) sell, license, create, manufacture or otherwise deal in or

use, whether for its own account or that of any other party’s account, any of the Confidential

Information without the express written consent of the Chief Executive Officer of the

Discloser;

15.2.4. it shall not disclose any of the Confidential Information to any of its agents and/or employees

unless the disclosure is strictly necessary and/or required to comply with any business

transaction between the Parties. The Recipient warrants and undertakes to and in favour of

the Discloser that it will inform its agents and/or employees of the terms and effect of this

Agreement.

15.2.5. it will take all such steps as may reasonably be necessary and/or required by the Discloser

to protect against unauthorised reproduction of the Confidential Information;

15.2.6. it acknowledges and agrees that the Confidential Information is the exclusive property of the

Discloser and its unauthorised use or disclosure can irreparably harm the Discloser. The

Recipient consents never to challenge the validity of the Discloser’s ownership in the

Confidential Information or in any of its intellectual property rights in relation thereto.

15.3. The Recipient acknowledges that the Discloser will suffer financial harm and loss if the Recipient

breaches any provisions of this Agreement.

15.4. Should it be decided not to enter into any business transaction and/or should negotiations be terminated

and/or within 14 (fourteen) days after receipt of a written request from the Discloser, the Recipient shall:

15.4.1. return to the Discloser all Confidential Information disclosed and all copies and extracts

thereof, including all Confidential Information held in any form of information storage system

(including, but not limited to, any computer based system), and if and to the extent that the

information is incapable of being returned, irretrievably destroy all such Confidential

Information and all copies and extracts thereof;

15.4.2. destroy all reports, analysis, studies, notes or other documents of any nature, whether

written, electronic or otherwise, that incorporates all or part of any Confidential Information;

and

15.4.3. provide the Discloser, after receipt of a written request to this effect, with a certificate from

one of the Recipient’s authorised officers confirming that all Confidential Information held by

the Recipient (and its agents and employees) has been returned to the Discloser or

destroyed as contemplated above.

15.5. The Recipient shall be entitled to disclose Confidential Information which:

15.5.1. is at the time of disclosure to the Recipient lawfully and without breach of any confidentiality

obligations within the public domain;

15.5.2. is at the time of such disclosure already within the possession of the receiving party or it has

been independently developed by the Recipient; or

15.5.3. it is legally obliged to produce pursuant to a court order or statute

provided that the onus shall at all times rest on the Recipient to establish that such information falls within

the exceptions above and provided further that the Recipient will provide the Discloser with prompt notice

of its intention to disclose the information (and the content of the information that it seeks to disclose) in

order that the Discloser may either seek appropriate protective relief or waive the Recipient’s compliance

with the provisions of this Agreement with respect to all or part of such information.

16. NO PARTNERSHIP

Save as otherwise expressly provided in these Terms, the Companies shall at all times act as independent

contractors, and nothing in these Terms shall constitute a partnership, joint venture or agency agreement

between the Companies themselves and/or between the Companies and the Customer in any way.

17. ADDRESS FOR NOTICES

The Customer hereby chooses its registered address as its address for purposes of receiving any notices from

the Company.

18. CESSION

18.1. THE CUSTOMER HEREBY IRREVOCABLY CEDES AND ASSIGNS AND TRANSFERS IN FAVOUR

OF EACH OF THE COMPANY(IES), ALL THE CUSTOMER'S RIGHTS, TITLES AND INTEREST IN

AND ITS CLAIMS AGAINST ITS DEBTORS, BOTH PRESENT AND FUTURE AND FROM

WHATSOEVER CAUSE ARISING, AS SECURITY FOR ALL OR ANY OF THE AMOUNTS WHICH

THE CUSTOMER MAY NOW OR AT ANY TIME IN THE FUTURE OWE TO ANY OF THE

COMPANIES.

18.2. To the extent that the Customer has already ceded in security its said claims to a third party whether

prior to or subsequent to the date hereof, the Customer hereby cedes, transfers and makes over to the

Company(ies) all its reversionary rights in and/or to such claims.

18.3. The Customer hereby irrevocably authorizes the Company, in its sole and absolute discretion, to:

18.3.1. claim from all or any of the Customer’s debtors, the whole or any portion of the indebtedness

of any one or more of them;

18.3.2. give a valid receipt or discharge for such indebtedness;

18.3.3. take any action in the Customer’s name in any court of competent jurisdiction and to proceed

in execution thereunder against all or any of the said debtors to cede, transfer, negotiate,

pledge or otherwise deal with all or any of the said debtors; and

18.3.4. exchange promissory notes, cheques, agreements, documents or title or any other security

held by the Customer.

18.4. This security created by the cession shall be a continuing one, despite any fluctuation in the amount of

indebtedness of the Customer to any of the Company. The Customer undertakes to:

18.4.1. furnish the Company, on demand, with such information concerning its debtors as may be

reasonably required to enable the Company to give effect to the provisions of this clause

18; and

18.4.2. pay the cost of the cession contained herein and agrees that such costs can be debited to

its account.

19. SURETYSHIP

The Customer hereby undertakes to and in favour of the Company that it shall, at the Company’s request, procure

that each of the members or shareholders of the Customer, as the case may be, undertakes to sign a personal

suretyship as security for all or any of the amounts which the Customer may at any time owe to the Company.

The form of the suretyship shall be provided by the Company to the Customer at the relevant time.

20. LIEN

20.1. In addition to the cession and security granted in terms of clauses 18 and 19 above, THE CUSTOMER

ACKNOWLEDGES and agrees that the Company shall have both a special and a general lien (i.e. a

security right of retention) over the Consignment or any other item or sum consigned to it by, or collected

by it on behalf of, the Customer, including but not limited to all goods (regardless of whether the Customer

is the owner thereof), documentation (including bills of lading and import permits), and monies recovered

on behalf of the Customer (collectively, “the Lien Items”), for the due and proper fulfilment of the

Customer’s obligations in terms of these Terms, whether present or future.

20.2. The sub-contracting by the Company of any portion of the services, as contemplated in clause 6.1 above,

shall not affect the validity of the lien over the Lien Items, as contemplated in clause 20.1 above.

20.3. The Customer shall not, once any goods have been consigned to the Company, effect or permit to be

affected any security or encumbrance of whatsoever nature over, or in respect of, the Lien Items, without

the prior written consent of the Company, which consent the Company shall be entitled to withhold in its

sole discretion.

20.4. The Customer agrees and undertakes that, insofar as may be legally possible, the lien in favour of the

Company shall operate as a first-ranking claim in respect of the Lien Items, and no other security shall

rank prior to the Company’s lien.

20.5. In the event that any amounts due to the Company remain outstanding 10 (ten) business days after

demand for payment thereof by the Company, the Company shall be entitled, but not obliged, to arrange

for the sale of any goods forming part of the Lien Items, at the expense of the Customer, and the net 

proceeds of the sale shall be applied firstly toward defraying the costs of such sale, and thereafter

towards satisfaction of the Customer’s indebtedness to the Company.

20.6. The Customer agrees to execute, deliver to the Company, and permit the Company to file any financing

statements necessary in the Company’s sole determination to perfect the Company’s lien.

21. FORCE MAJEURE

The Company shall not be responsible for delays in deliveries due to events of force majeure or other matters,

facts or circumstances beyond its reasonable control, including, but not limited to, acts of G-d, fire, flood, tornado,

earthquake, war, riot, insurrection, strike, lockout, slowdown, epidemic, quarantine restriction, delay in

transportation, labour shortage or strikes, materials or manufacturing facility shortage, accidents, boycott,

embargo or any act or regulation of government or governmental authority and other contingencies beyond the

Company’s control resulting in impossibility or delay of performance of the Company.

22. SEVERABILITY

22.1. Each of the undertakings set out in these Terms shall be deemed to be a separate and independent

undertaking severable from each of the other undertakings and shall be separately enforceable,

notwithstanding that it may appear with any other undertaking or is expressed conjunctively with or

disjunctively from or alternatively to any other undertaking.

22.2. If the whole or any part of an undertaking in this Agreement is invalid or unenforceable for any reason,

the validity of the rest of the undertakings shall not be affected.

23. GENERAL

23.1. No relaxation or indulgence of these Terms shall in any way prejudice the Company's rights, nor shall

they be deemed to be a waiver of any of the Company's rights in terms of these Terms and no variation,

waiver, indulgence and/or relaxation of these Terms shall be binding upon the Company.

23.2. These Terms do not alter the Customer’s statutory rights, in respect of the Consumer Protection Act, 68

of 2008 (as amended) and the National Credit Act, 34 of 2005 (as amended), each to the extent

applicable, and insofar as any provision of these Terms is found by a court to contravene the provisions

of any applicable law, the offending provision shall be deemed to be amended and/or altered and/or

severed to conform with the applicable law, and such amendment and/or alteration shall not in any way

affect the remaining provisions of these Terms.

24. DISPUTE RESOLUTION: NEGOTIATION, MEDIATION AND THEN ARBITRATION

24.1. Should any dispute, disagreement or claim arise between the parties (“the dispute”) concerning these

Terms, the parties shall endeavour to resolve the dispute by negotiation.

24.2. This entails one of the parties inviting the other in writing to meet and to attempt to resolve the dispute

within 14 (fourteen) business days from date of written invitation.

24.3. If the dispute has not been resolved by such negotiation within 14 (fourteen) business days of the

commencement thereof by agreement between the parties, then the parties shall:

24.3.1. submit the dispute to mediation to be administered by the Arbitration Foundation of Southern

Africa NPC (“AFSA”), upon such terms as agreed between the parties and the secretariat

of AFSA; and

24.3.2. failing agreement as aforesaid within 14 (fourteen) business days of the dispute being

submitted to mediation, the parties shall refer the dispute to arbitration as provided in clause

24.5 below.

24.4. The decision of the mediator shall become final and binding within 14 (fourteen) business days of delivery

thereof to the parties, unless one or either of the parties disputes the mediator’s decision by written notice 

to the other party within the aforesaid 14 (fourteen) day period, in which event the dispute shall be

referred to arbitration in accordance with the provisions of clause 24.5 below.

24.5. Failing agreement as referred to in clause 24.3.1 above or in the event of either of the parties furnishing

its notice of dispute within 14 (fourteen) business days of the mediator’s decision as envisaged in terms

of clause 24.4 above, the dispute shall be submitted to arbitration for final resolution in accordance with

the rules of AFSA by an arbitrator or arbitrators appointed by it.

24.6. Unless otherwise agreed in writing by the parties, any such negotiation, mediation or arbitration shall be

held in Cape Town.

25. LAW AND JURISDICTION

25.1. These Terms shall be governed by and construed in accordance with the laws of the Republic of South

Africa. The Parties agree to the non-exclusive jurisdiction of the Western Cape High Court. The Parties

further agree that the conclusion of these terms occur in Claremont, Cape Town, Western Cape, South

Africa, by virtue of the Company’s acceptance of the Customer’s offer to do business contained in its

signed credit application, incorporating these Terms.

25.2. Despite the provisions contained in clause 24 above, the Company shall be entitled, in their sole

discretion, to institute any proceedings against the Customer (who consents to this entire clause 25) in

any Magistrates’ Court with relevant jurisdiction, even though the cause of action arose, or the amount

claimed, is beyond the jurisdiction of such court.

26. COSTS

26.1. THE CUSTOMER SHALL BE LIABLE for all costs incurred by the Company in the recovery of any

amount or the enforcements of any rights which it has hereunder, including collection charges and costs

on an attorney and own client scale and cost of counsels as on brief (whether incurred prior to or during

the institution of legal proceedings), or if judgement has been granted in connection with the satisfaction

or enforcement of such judgements.

26.2. THE CUSTOMER UNDERTAKES TO PAY THE COST OF THE SURETYSHIP AND CESSION

CONTAINED HEREIN AND AGREES THAT SUCH COSTS CAN BE DEBITED TO ITS ACCOUNT.

PART B: SPECIFIC TERMS – COURIERIT

27. CONDITIONS OF PAYMENT

27.1. Courierit's terms of payment are 30 (thirty) days from date of the relevant invoice.

27.2. In addition to any other rights which Courierit may have, in the event of non-payment by the Customer

of any amount owing by it to Courierit, and provided Courierit has in its possession the Consignment in

respect of which such non-payment relates, Courierit shall be entitled to charge the Customer for

warehousing the Consignment:

27.2.1. from the earlier of the date on which payment of the outstanding amount became due, and

the date on which the Consignment was tendered for delivery;

27.2.2. up to and including the later of the date on which payment is made by the Customer of all

outstanding amounts due by it to the Company, and collection of the warehoused

Consignment by the Customer.

27.3. For the avoidance of doubt, payment received by Courierit more than 30 (thirty) days after the date of

the invoice shall bear interest as determined in accordance with clause 12.5 above.

28. LIMITATION ON THE COMPANY’S LIABILITIES AND RESPONSIBILITIES

28.1. Under NO CIRCUMSTANCES shall any strict liability attach to Courierit.

28.2. Notwithstanding anything to the contrary contained herein, Courierit’s LIABILITY SHALL NOT EXCEED

an aggregate of R50.00 (fifty rand) per order received from a Customer.

29. INSURANCE

29.1. If specifically requested by the Customer to arrange insurance of any Consignment, Courierit shall insure

the Consignment:

29.1.1. where no value is declared on the Consignment, for an amount not exceeding R1,000.00

(one thousand rand), at the minimum insurance premium charged by the insurer; and

29.1.2. where the value declared exceeds R1,000.00 (one thousand rand), at a premium

representing a percentage of such declared value.

29.2. Please refer to Appendix A for the applicable insurance premiums, as well as the terms and conditions

of the insurance policy.

29.3. In the event of:

29.3.1. a standard claim, a minimum of 2% (two percent) excess of the declared value (or to the

extent that no value is declared, the value for which such Consignment has been insured)

applies; and

29.3.2. a claim following a hi-jacking, a minimum of 20% (twenty percent) excess of the declared

value (or to the extent that no value is declared, the value for which such Consignment has

been insured) applies.

29.4. Should a dispute arise in relation to the insurance arranged by Courierit at the request of the Customer,

the Customer shall have recourse against the insurer only and Courierit SHALL NOT INCUR ANY

LIABILITY in relation to such dispute.

29.5. Payment of any amounts in relation to insurance shall be made by the Customer to the Company in

accordance with the conditions of payment set out in these Terms.

29.6. The Customer shall submit all insurance claims to Courierit in writing (via registered post or email), within

7 (seven) business days of the Consignment being delivered, to:

The Claims Supervisor

claims@courierit.co.za