Good Governance Africa (GGA)
Subscription Terms and conditions
1. DEFINITIONS
1.1. Unless inconsistent or otherwise indicated by the context:
1.1.1. “ADD” means The “Africa Digital Database” hosted by GGA;
1.1.2. “AGREEMENT” means the agreement concluded between the Subscriber and GGA when GGA accepts the Subscription Application, which is governed exclusively by these Terms and conditions, as amended from time to time, read with the Subscription Record;
1.1.3. “AIF” means the “Africa In Fact” Journal, published by GGA;
1.1.4. “DATA” means all data and/or information owned by or licensed to GGA and made available to the subscriber by GGA in terms of its subscription;
1.1.5. “DUE DATE” means the date of payment for the Subscription Fees, which are pre-paid on the first day of the Subscription Period;
1.1.6. “GGA” means Good Governance Africa, a non-profit organisation duly incorporated in accordance with the laws of South Africa, under registration number 2014/177759/08 including its employees, agents and duly authorised representatives;
1.1.7. “INTELLECTUAL PROPERTY RIGHTS” or “INTELLECTUAL PROPERTY” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including but not limited to any application or right of application for such rights, and these “intellectual property rights” include but are not limited to all copyright, patents, service marks, trademarks (including without limitation logos and trade names), domain names, electronic and manual processes and techniques, software, merchandise, catalogues, designs and other forms of intellectual property;
1.1.8. “PARTIES” means GGA and the Subscriber;
1.1.9. “SUBSCRIBER” means the person named in the Application who has made a request for access to the Subscription on these Terms and Conditions;
1.1.10. “SUBSCRIPTION” means the subscription to AIF or ADD, selected by the Subscriber in the Subscription Application;
1.1.11. “SUBSCRIPTION APPLICATION’’ means the Subscriber’s Application for a Subscription on these Terms and Conditions, which application may have been made by the completion and submission to GGA of the Subscription Application, either online, physically, via telephone or in any other way authorised by GGA from time to time;
1.1.12. “SUBSCRIPTION FEES’’ means the Subscription Fees payable by the Subscriber. Payment can be made using all major credit or debit cards and via PayFast. Where relevant, currency conversion values may fluctuate and conversion fees may be charged by your bank.
1.1.13. “SUBSCRIPTION PERIOD” means the period of the Subscription selected by the Subscriber;
1.1.14. “SUBSCRIPTION RECORD” means the electronic record kept by GGA of the Subscription Application, as updated from time to time, and containing the Subscriber’s personal information and the details of the Subscription to which the Subscriber has requested access, as well as the Subscription Fees, preferred method of payment and any other information contained in the Subscription Application;
1.1.15. “TERMS AND CONDITIONS” means the Terms and Conditions set out herein, as amended from time to time, which are available on the website;
1.1.16. “THE SITE” means www.gga.org;
1.2. any reference to –
1.2.1. the singular includes the plural and vice versa;
1.2.2. natural persons include juristic persons and vice versa;
1.2.3. any one sex or gender includes the other sexes or genders, as the case may be;
1.3. The clause headings have been inserted for convenience only;
1.4. If any period is referred to in these Terms and Conditions by way of a reference to a number of days or weeks or months or other intervals, the period shall be reckoned exclusively of the first day and inclusively of the last day of the relevant interval, unless the last day falls on a day which is not a business day, in which case the last day shall be the next succeeding business day;
1.5. If the due date for performance of any obligation in terms of this right 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 preceding business day;
1.6. The rule of construction that these Terms and Conditions shall be interpreted against the party responsible for the drafting of these Terms and Conditions, shall not apply.
1.7. The use of the words “including“, “includes” or “include“, followed by a specific example/s, will not be construed as limiting the meaning of the general wording preceding the example/s, and the rule that words of the same kind will be interpreted the same way (that is, the eiusdem generis rule) will not be applied in the interpretation of that general wording or those specific examples; and
2. SUBSCRIPTION
2.1. The Subscription is deemed to be concluded at GGA’s head office in Rosebank, Johannesburg, South Africa, and commences on the date on which GGA accepts the Subscription Application by activating the subscriber’s access to the Subscription.
2.2. The Subscription is binding on the parties until terminated in terms of these Terms and Conditions;
2.3. The Subscription is provided to the Subscriber on a pre-paid basis for the Subscription Period;
2.4. In order to have continued access to the Subscription, the Subscriber must make, and GGA must receive, payment of the Subscription Fees in advance on or before the Due Date.
2.5. If GGA does not receive payment of the Subscription Fees, they may suspend the Subscriber’s access to the Subscription.
2.6. If your access to the Subscription is suspended, GGA will not reactivate your access to the Subscription until they have received payment of the Subscription Fee.
2.7. Before the expiry of the subscription period, for which you have paid, GGA shall send a message to the subscriber’s registered email address to tell you that the Subscriber’s Subscription is shortly to expire and to invite you to renew. An invoice for the new period will be included.
2.8. At any time before the expiry of the Subscriber’s Subscription, you may cancel the Subscriber’s Subscription simply by emailing subscribe@gga.org or calling our Customer Service team on +27 11 268 0479. Our lines are open 09h00 to 16h00, weekdays.
2.9. At the expiry of the Subscription, should you elect to renew the Subscriber’s Subscription, the Subscription shall automatically terminate and a new subscription shall be entered into in terms of the notice and invoice delivered in terms of 2.7 above.
2.10. At the expiry of the Subscription, should the Subscriber not elect to renew the Subscriber’s Subscription, the Subscriber’s Subscription shall automatically continue on a month-to-month Basis, and GGA shall automatically take payment from the Subscriber’s credit card of the monthly charge. You may thereafter cancel the Subscription with 30 days’ notice.
2.11. Other than the limitation set out above, the Subscription is non-refundable and non-transferable.
2.12. GGA may change this agreement and / or the way it provides the Subscription at any time. If it does:
2.12.1. The change will take effect when GGA posts it on the site.
2.12.2. GGA will give you notice of the change. If the Subscriber does not accept the change, GGA will refund the money due to the Subscriber for the Subscription from the time when the change occurred.
3. CONSUMER PROTECTION
3.1. In terms of Section 42(2)(h) of the Electronic Communications and Transactions Act 2002, the right to cooling off in which the consumer can cancel the purchase within 7 days of receipt of goods or conclusion of an agreement of service, does not apply to the sale of newspapers, periodicals, magazines and books. This means that the Subscriber DOES NOT have a right to cancel a Subscription to AIF within seven days of having bought it.
3.2. COOLING OFF PERIOD – In terms of Section 44(1)(b) of the Electronic Communications and Transactions Act 2002, the Subscriber may cancel a subscription to ADD within 7 days of the activating of the Subscriber’s access to the ADD Subscription. Any monies paid will be refunded to the Subscriber within 30 days.
4. SUBSCRIBER RIGHTS
4.1. In consideration for the payment of the Subscription Fees, and subject to the Subscriber complying with these terms and conditions, GGA will provide the Subscriber with access to the Subscription in accordance with these Terms and Conditions.
4.2. Subject to the Subscriber’s compliance with the Terms and Conditions, GGA will continue to provide the Subscriber with access to the Subscription until the access is suspended or the Agreement is terminated in terms of these Terms and Conditions.
5. TERMINATION OF SUBSCRIPTION RIGHTS
5.1. This Subscription Agreement is effective until the Subscription is terminated.
5.2. GGA reserves the right, in its sole discretion, to
5.2.1. restrict, suspend or terminate the subscriber’s right to access the Subscription portions of the site at any time for any reason without prior notice or liability.
5.2.2. change, suspend or discontinue all or any aspect of the site at any time, including the availability of any feature, database, or Content, without prior notice or liability.
5.3. In the event of GGA terminating the Subscription Agreement in terms of 4.2, the Subscriber shall be refunded any pre-paid amounts not utilised within 30 days.
5.4. Termination of this Subscription Agreement shall operate without prejudice to GGA’s rights, defences and limitations of liability provided under this Subscription Agreement, which rights, defences and limitations of liability shall continue after termination of this Subscription Agreement.
5.5. Should the Subscriber fail to comply with these Terms and conditions then GGA shall be entitled, without any notice, forthwith, to:
5.5.1. suspend the Subscription of the Subscriber in which event the Subscriber shall not be entitled to the benefits which would otherwise have flowed from the Subscription until GGA may decide otherwise; or
5.5.2. to rescind Subscription of the Subscriber in which event the Subscriber shall not be entitled to the benefits that would otherwise have flowed from the Subscription.
5.5.3. Should a Subscriber’s rights be suspended or rescinded as set out above, then the Subscriber shall not be entitled to any refund of any the Subscription Fees or any amounts paid to GGA.
6. SUBSCRIPTION RIGHTS NOT TRANSFERABLE
6.1. the Subscription Rights shall not be transferable and the Subscriber shall not be entitled to cede or assign any of his/her rights under this contract.
6.2. GGA shall be entitled to sell or transfer its rights herein provided that these terms and conditions shall bind its successor and/or assigns.
6.3. The relationship between Subscribers and GGA will at all times be governed by these Terms and Conditions, as amended by GGA, from time to time in its sole discretion.
7. INTELLECTUAL PROPERTY
7.1. The Subscriber recognises and agrees that the Intellectual Property Rights in all content provided by GGA to the Subscriber are the exclusive intellectual property of GGA or third party licensors of GGA;
7.2. GGA makes no warranties, express or implied, relating to the ownership of Intellectual Property Rights in any Data derived wholly or in part from source data supplied by third party suppliers, save that GGA confirms that it has the authority of such third party suppliers to include their material in the Data;
7.3. The Subscriber shall not attempt, nor permit anyone else to attempt, to modify, copy for distribution, reverse engineer, reverse compile or disassemble the data except in accordance with this Agreement;
7.4. The Subscriber acknowledges that all rights, title and interest in and to the Data vest in GGA and shall remain the property of GGA, and that any use of the Data contrary to this Agreement shall constitute a breach of the Agreement.
7.5. The Subscriber acknowledges that the Data may be derived from source data supplied to GGA by third parties. The nature of the Data is such that GGA cannot warrant the accuracy of the information contained in the Data provided by third parties.
7.6. The Subscriber will not infringe GGA’s rights or interests, or those of their suppliers or licensors, in the Intellectual Property Rights, in the course of the Subscriber’s access to and use of the Subscription. Nor may you negligently or intentionally permit any other person to do so.
8. SECURITY OF THE SUBSCRIBER’S CREDIT CARD
8.1. Credit Card payments are not processed on a page controlled by GGA. GGA uses one or more online payment service providers who will encrypt the Subscriber’s card or bank account details in a secure environment.
8.2. If the subscriber has asked GGA to remember the Subscriber’s credit card details for the Subscriber’s next purchase or Subscription, GGA will securely store the Subscriber’s payment details on their systems. These details will be fully encrypted and only used to process the Subscriber’s automatic monthly payments or other transactions which you have initiated.
9. PUBLISHING
9.1. Should the Subscriber wish to publish, in any form or manner, any information or data derived from the Subscriber’s Subscription, the Subscriber shall apply for such permission from GGA by emailing lloyd@gga.org.
10. DOMICILIUM AND NOTICES
10.1. The Parties choose domicilium citandi et executandi (“Domicilium“) for all purposes relating to this Agreement, including the giving of any notice and the serving of any process, at the physical and e-mail addresses set out below –
10.2. GGA
10.2.1. Physical: The Mall Offices, 11 Cradock Avenue Rosebank Johannesburg 2196
10.2.2. Email: subscribe@gga.org
10.3. SUBSCRIBER – at the email address and physical address as indicated in the Subscriber Application.
10.4. Any Party will be entitled, from time to time, by giving written notice to the others, to vary its physical Domicilium to any other physical address (not being a post office box or poste restante) and to vary its e-mail Domicilium to any other e-mail address.
10.5. Any notice given by any Party to either of the others (“Addressee“), which is delivered by hand between the hours of 09:00 and 17:00 on any business day to the Addressee’s physical Domicilium for the time being, will be deemed (unless the contrary is proved by the Addressee) to have been received by the Addressee at the time of delivery.
10.6. Any notice given by any Party to either of the others, which is successfully transmitted by e-mail to the Addressee’s e-mail Domicilium for the time being, will be deemed (unless the contrary is proved by the Addressee) to have been received by the Addressee on the business day immediately succeeding the date of successful transmission thereof.
10.7. This clause will not operate so as to invalidate the giving or receipt of any written notice which is actually received by the Addressee other than by a method referred to in this clause.
11. BREACH
11.1. If any Party (“Defaulting Party“) breaches any term of this Agreement and fails to remedy that breach within seven (7) days after receiving written notice from the other Party (“Aggrieved Party“) requiring the Defaulting Party to remedy the breach, then the Aggrieved Party will, without prejudice to its other rights in Applicable Law, be entitled to cancel this Agreement or to claim immediate specific performance of all of the Defaulting Party’s obligations, whether or not then due for performance, without prejudice to the Aggrieved Party’s rights to claim damages.
12. LIMITATION OF LIABILITY
12.1. The Subscriber agrees and acknowledges that he will not hold GGA liable for any loss, damage or theft on the part of its employees, independent contractors, consultants and/or subscribers save for loss, damage or theft arising directly out of the gross negligence or fraudulent intent of GGA.
12.2. GGA’s liability to the Subscriber for any damages sustained by the Subscriber from any cause whatsoever, including any damages arising out of GGA’s negligence or that of its servants, researchers, employees, agents or sub-contractors shall in any event and under all circumstances, be limited to an amount equal to the aggregate of Subscription Fees paid by the Subscriber to GGA in terms of this Subscription Agreement for the period of twelve (12) months preceding the date of notification of any claim by the Subscriber.
12.3. Except as provided in this clause 12, GGA shall in no circumstances whatsoever be liable for any loss of profit or any damage direct or indirect, consequential or otherwise sustained by the Subscriber whether or not caused by the negligence of GGA, its agents, researchers or employees.
12.4. Insofar as any of GGA obligations under the contract are carried out by any of its servants, researchers, agents, subcontractors, associates or subsidiaries, the provision of this clause 12 are stipulated for their benefit as well as for GGA and each of them shall be exempted accordingly.
12.5. The Subscriber shall not have any claim of any nature whatsoever against GGA for any failure by GGA to carry out any of its obligations under its contract with the Subscriber as a result of causes beyond GGA’s control, including but without being limited to any strike, lockout, shortage of labour or materials, delays in transport, accidents of any kind, any default or delay by any sub- contractor or supplier of GGA, riot, political or civil disturbances, the elements, any act of any State or Government, any delay in securing any permit, consent or approval required by GGA for the supply of Goods under the contract or any other authority of any other cause whatsoever beyond GGA absolute and direct control.
12.6. Subject to the provisions of the Consumer Protection Act, GGA’s liability to the Subscriber and/or any other third party for any damages or loss of whatsoever nature, including without limitation any damages or loss caused by negligence (but excluding gross negligence) of GGA, its servants, agents, researchers and subcontractors will in any event and under all circumstances be limited to an amount equal to the aggregate of Subscription Fees paid by the Subscriber to GGA in terms of this Subscription Agreement for the period of (twelve) 12 months preceding the date of notification of any claim by the subscriber.
12.7. The Subscriber agrees that the limitations of liability imposed by this clause 12 is fair and equitable.
13. GOVERNING LAW
13.1. This Agreement will, in all respects (including its existence, validity, interpretation, implementation, cancellation and enforcement), be governed by the laws of South Africa.
13.2. The Parties irrevocably submit themselves and consent to the exclusive jurisdiction of the High Court of South Africa (Gauteng Local Division, Johannesburg) (or any successor-in-title to that court), in respect of all matters arising from this Agreement that require adjudication by a court.
14. GENERAL
14.1. This Agreement, together with the Subscription Record, constitutes the sole record of the agreement among the Parties in relation to the subject matter hereof. No Party will be bound by any express, tacit or implied term, representation, warranty, promise or the like not recorded herein. This Agreement accordingly supersedes and replaces all prior commitments, representations or undertakings, whether oral or written, among the Parties in respect of the subject matter hereof.
14.2. The Subscription is sold voetstoots and without any Warranties whatsoever, whether express or implied.
14.3. No addition to, variation, novation or agreed cancellation of, any provision of this Agreement will be binding on GGA unless reduced to writing and signed by or on behalf of all Parties.
14.4. For the purposes of this Agreement, –
14.4.1. no data message, as defined in the Electronic Communications and Transactions Act No 25 of 2002 (“ECTA“), other than an e-mail or facsimile, will constitute as writing; and
14.4.2. no electronic signature or advanced electronic signature, as defined in ECTA, will constitute a signature, except for the purposes of varying any date referred to in this Agreement or giving any approval or consent in terms of this Agreement.
14.5. No indulgence or extension of time, which any Party (“Grantor“) may grant to any of the others, nor any election or failure by the Grantor to enforce, whether completely or partially, or delay the enforcement of, any of its existing or future rights, 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 and to the extent that the Grantor has signed a written document expressly waiving or limiting that right.
14.6. Without prejudice to any other provision of this Agreement, any successor-in-title, including any business rescue practitioner, curator, executor, liquidator or trustee, of any Party, will be bound by this Agreement.
14.7. In the event that any party shall waive any breach, default or omission hereunder, no such waiver shall apply to, or operate as, a waiver of similar breaches, defaults or omissions or be deemed a waiver of any other breach, default or omission hereunder.
Last updated: 27 July 2021
