Website Terms & Conditions

The Terms and Conditions (“Terms”) govern the use of the Consolidated Employers’ Organisation website (“Website”). By checking the “I accept the Terms and Conditions” option or by continued use of the Consolidated Employers’ Organisation’s website, the User agrees to be bound by the Terms as set out in this legal notice. If the User does not wish to be bound by these Terms, the User may not access, display, use, download, or otherwise copy or distribute any content obtained from the website.

Definitions

In these Terms, unless otherwise required or indicated by the context:

  • “CEO” shall mean the Consolidated Employers’ Organisation, an Employers’ Organisation, registered in terms of section 96 of the Labour Relations Act, Act No. 66 of 1995, as amended with Reference Number LR2/6/3/277, duly registered as such, and with its registered address at Cambridge Office Park, Unit 18, 5 Bauhinia Street, Highveld Techno Park, Centurion, 0169;
  • “Personal Information” means any information that may be used to identify a specific person (whether it is a natural or juristic person);
  • “System Data” shall mean usage, transactional and device-related data that is collected automatically by CEO;
  • “User” shall mean any person who accesses or uses the website;
  • “User Data” shall mean any data or content entered or captured by a User by means of the website, including data needed by the website to allow the User to view any content or subscribe to any service;
  • “website” shall mean the CEO website for CEO services within South Africa that is located at the domain name https://ceosa.org.za, including derivative web-applications for use by the User’s direct reports managers, colleagues and others granted access to same, by the User;

CEO Website

CEO is an influential employers’ organisation, providing representation for employers in labour disputes in diverse labour forums, as well as collective or sectoral bargaining in various industries and bargaining councils. These Terms regulate the use of CEO’s website, which is developed, owned, and copyrighted by CEO. CEO’s web-based platforms may include advertisements by other businesses – the presence of any particular business’s brand or advertisement displayed by CEO does not mean that there is any affiliation or association between it and such other businesses.

Amendments to the Terms

 CEO may change, modify, add to, or remove from portions or the whole of these Terms. Changes to these Terms will become effective when the changes are posted on the CEO website. CEO will notify the User of the change by posting prominent notice on the CEO website. The User’s continued use of the CEO website following the posting of changes or updates will be considered notice of the User’s acceptance of the updated clauses in the Terms, including any changes or updates.

Indemnity and Limitation of Liability

Subject to the Privacy Policy, contained on the website, the CEO website, and all content on the CEO website, are provided on an “as is” basis, and may include inaccuracies or typographical errors and CEO, its suppliers, employees, directors, partners, affiliates, and agents will not be liable for any damage, or loss or liability of any nature incurred by whoever as a result of any action or omission. CEO makes no warranty or representation as to the availability, accuracy or completeness of the content, or any third-party content accessible via an internet link.

None of the content, including any information or articles published pertaining to specific aspects of the business of CEO, must be construed as advice in respect of such an aspect. CEO, its suppliers, employees, directors, partners, affiliates, nor any of the aforementioned parties’ agents can be held liable for any damage, of whatsoever nature, due to such action by any User.

Neither CEO nor any holding company, affiliates, agent, subsidiary of CEO or owners, will be held responsible for any damage of any kind, related to the use of, or the inability to access or use the content or the CEO website or any functionality, or of any linked website to the extent permissible by law.

The User indemnifies CEO against any loss or damages (direct, indirect, and consequential) that the User may suffer because:

  • The User gave us wrong instructions or wrong information; or
  • An unauthorised third party carried out an instruction or made a payment without the User’s permission, on their behalf.

The User acknowledges and agrees that the Terms are entered into between the User and CEO and does not govern the relationship between the User and any third party.

Complaints and Disputes

Users can file complaints by means of the “contact us” tab on the CEO website. Currently, CEO does not subscribe to any alternative dispute resolution code or mechanism, and a User may call upon private Arbitration proceedings (not through AFSA) should a Dispute not be resolved through the internal channels available.

Disclaimers

The User’s use of the CEO website is dependent on factors beyond CEO control, such as the User’s network coverage or network availability as well as their device’s proficiency and/or capacity.

CEO is not liable for any loss or damages the User may suffer if a factor beyond CEO’s control arises, and you cannot access the CEO website.

CEO nor any holding company, affiliate, agent, or subsidiary thereof are not responsible for any loss or damage related to the User’s use of the CEO website or any Intellectual Property flowing from their use. This includes, without limitation, any damage, loss or liability of any nature incurred by whoever as a result of any action or omission.

CEO is not responsible for any loss or damage where:

  • An unauthorised third party discovers and utilises the User access codes;
  • Any technical interruption, malfunction, downtime, or other failure that affects the CEO website, a third-party system, or any part of any database for any reason;
  • Any Personal Information or other data is directly or indirectly lost or damaged because of technical problems, power failures, unlawful acts (such as data theft), any program or virus, the User’s own negligence; or any other reason flowing from the use of the CEO website;
  • Any failure or problem that affects services provided by any other party, for example, any ISP, electricity supplier, local or other authority; or
  • Any event that CEO has no control over.

Copyright and Intellectual Property

“Intellectual Property” shall mean with limitation, all inventions, specifications, patents, designs, trademarks, service marks, trade names and all goodwill associated with the foregoing; copyright and copyrightable works, including, but not limited to, all copyright in any logos, devices, designs, multimedia works and computer software programs (in both source and object code form, and including any programmers’ or developers’ notes, flow charts, memoranda and design documents); rights protecting goodwill and reputation; proprietary material, know-how, ideas, concepts, trade secrets, methods, techniques, graphics; schematics; marketing; sales and user data; domain names and URLs; databases and rights in databases, confidential information and all other intellectual property rights and rights of a similar character whether registered or capable of registration, rights in the nature of any of the above items whether registered or unregistered in any country or jurisdiction and all applications and rights to apply for protection of any of the same.

Content displayed on the website is provided by CEO, its affiliates or subsidiary, or any other third-party owners of the content (“Content”). All the proprietary works, and the compilation of the proprietary works, belong to the Provider, its affiliates or subsidiary, or any third-party owners of the rights (“Owners”), and the Content is protected by South African and international copyright laws.

CEO may make any changes to the website, the Content, or to products or services offered through the website at any time and without notice to the User. All rights in and to the Content are reserved and retained by the Owners. Except as specified in the Terms, the User is not granted a license or any other right, including under Copyright, Trademark, Patent, or other Intellectual Property Rights, in or to the Content.

Certain content available on the CEO website may include content that belongs to third parties. CEO may provide links to third-party websites, as a convenience to the User.

User agrees that CEO is not liable for any of the following:

  • The content or the accuracy of any such content belonging to third parties, including, but not limited to any merchants, featured on the CEO website;
  • Any content featured on the third-party websites that are accessed through the links found on the CEO

The User acknowledges that:

  • They will not make any representations that they have any rights of any nature in any present and/or future Intellectual Property belonging to CEO and/or any third parties featured on the CEO website;
  • They will not use CEO and/or any third-party Intellectual Property that is featured on the present CEO website present and/or future Intellectual Property in any manner whatsoever, or any other Intellectual Property which is identical, similar and/or confusingly similar thereto in any other country;
  • They will not do, or omit to do, or cause to be done any act or thing which would be expected to weaken, damage, be detrimental to or in any way impair or tend to impair CEO goodwill; and they will not use, register, or attempt to register as trade names, corporate names, business names, logos, domain names, meta-tags, meta descriptors, electronic mail (email) addresses, server names, search-engine markers or anything that is identical to, contained in whole or in part, or otherwise similar to CEO present and/or future Intellectual Property in any country.

The User indemnifies CEO against all actions, claims, costs, demands, expenses, and other liabilities suffered or incurred by us as a result of any third-party claims initiated and/or instituted against CEO relating to the User‘s unauthorised use of the CEO website, the content thereon and/or any other Intellectual Property and Intellectual Property Rights flowing from the foregoing.

Any breach of the terms under this clause entitles CEO, in addition to their normal common law remedies, to take legal action without prior notice to the User and the User agrees to reimburse the costs associated with such legal action to CEO.

Availability of the Service

Standard data costs will be charged when a User utilises the CEO website. These costs are charged by the User’s mobile network operator or internet service provider, and CEO will in no way be held liable for any claims arising from these data costs, including any claims of heightened data usage. Any questions related to a user’s data costs must be referred to their individual mobile network operator or internet service provider.

The CEO website service may be interrupted for the following reasons, including but not limited to maintenance, repairs, upgrades, or network or equipment failures. CEO may discontinue some or all of our services, including certain features and the support for certain devices and platforms, at any time.

Events beyond the control of CEO may affect the services offered. Such events may include events of force majeure.

Breach

CEO may suspend or disconnect the User from using the CEO website if they are in breach of a clause as contained in these Terms and do not remedy the breach within 5 (five) days after CEO has requested them to do so. CEO may still take other steps available to them, including applying to a court for an urgent interdict against the User.

User Feedback

Feedback provided by the User to CEO about any aspect or feature of the CEO website may be used by CEO without any obligation to the User.

Jurisdiction 

The CEO website is controlled, operated, and administered by CEO from its offices within the Republic of South Africa.

Any agreement or dispute will be governed by the laws of the Republic of South Africa.

If any of the provisions of these Terms are found by a court of competent jurisdiction to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible so as to give effect to the intent of the Terms, and the remainder of the Terms will continue in full force.

General

These Terms contain all the provisions agreed on by the Parties with regard to the use of the content and the CEO website, and the Parties waive the right to rely on any alleged provision not expressly contained in these Terms. No contract varying, adding to, deleting from, or cancelling these Terms, and no waiver of any right under these Terms, by the User shall be effective unless reduced to writing and signed by or on behalf of the Parties.

The invalidity, illegality, or unenforceability of any of the clauses in these Terms will not affect the validity, legality, and enforceability of the remaining clauses.

CEO may terminate the CEO website at any time, without notice.

Notices

CEO will send any legal documents or notices to you to the email address registered on the User profile or through the CEO website message system. CEO will regard a communication sent by email as having been received by the User one day after it was sent. Any legal document of notice to be served in legal proceedings must be written on paper.

Distribution and Communication by E-mail

Any email received from CEO is privileged and confidential and for the use of the intended User only. If a User receives an email in error, please notify CEO directly and delete the email and any attachments. Unauthorised use, disclosure or copying of the contents of an email received in error, or any similar action, is prohibited. WARNING: From time to time, CEO spam scanners may eliminate legitimate email from a User. There is a duty on the User to ensure CEO acknowledges receipt of the User’s instruction.

Privacy Policy

Consolidated Employers’ Organisation is committed to protecting the User’s privacy. This privacy policy explains the manner in which CEO shall collect, use, maintain, and disclose client information, as well as what the User’s access rights to the information and/or data are.

Definitions

“CEO” shall mean the Consolidated Employers’ Organisation, an Employers’ Organisation, registered in terms of section 96 of the Labour Relations Act, Act No. 66 of 1995, as amended with Reference Number LR2/6/3/277, duly registered as such, and with its registered address at Cambridge Office Park, Unit 18, 5 Bauhinia Street, Highveld Techno Park, Centurion, 0169;

“Google Analytics”  – means a platform that collects data from your websites to create reports that provide insights into your business and to track website performance and/ or collect visitor insights.

“Personal Information”  – means information relating to an identifiable, living, natural person, and where it is applicable, an identifiable, existing juristic person, including, but not limited to:

  • information relating to the race, gender, sex, pregnancy, marital status, nationality, ethnic or social origin, colour, sexual orientation, age, physical or mental health, wellbeing, disability, religion, conscience, belief, culture, language and birth of the person;
  • information relating to the education or the medical, financial, criminal or employment history of the person;
  • any identifying number, symbol, e-mail address, physical address, telephone number, location information, online identifier or other particular assignment to the person;
  • the biometric information of the person;
  • the personal opinions, views or preferences of the person;
  • correspondence sent by the person that is implicitly or explicitly of a private or confidential nature, or further correspondence that would reveal the contents of the original correspondence;
  • the views or opinions of another individual about the person; and
  • the name of the person if it appears with other personal information relating to the person, or if the disclosure of the name itself would reveal information about the person.

“System Data” – means the digital data (including personal and non-personal data) stored, processed, retrieved or transmitted by any element of the information technology system.

“Terms” means this privacy policy, which outlines the rights and responsibilities between two or more parties.

“User Data” – means any data the user creates or owns, including any personal information and identifiable information.

“User” – means the individual who uses, interacts with, or accesses CEO’s website, or platform in any way.

Personal identification information

CEO may collect personal identification information from Users in various ways, including, but not limited to, when Users visit the website, complete any online form, and in connection with other representative services, features, or resources that CEO makes available on the website.

Information that a user may provide:

When a User registers as a User and through the ongoing use of the website, CEO may collect information from the User, including but not limited to one or more of the following fields:

  • Personal details such as name, surname, gender;
  • Contact details, such as email address and contact number;
  • Preferences with respect to the use of the website.

Collecting of representative service-related information

The following types of information are collected in the background through the User’s use of the website:

  • System Data relating to the User’s device or internet connection, such as the User’s device’s operating system, browser, or IP address;
  • Usage data regarding the User’s use of the website; and
  • Analytics data in aggregate and anonymous format via third party tracking services such as Google Analytics.

Cookies policy  

CEO’s website may use “cookies” to enhance User experience. User’s web browser places cookies on their hard drive for record-keeping purposes and sometimes to track information about them. A cookie is a small text file stored by the User’s browser (for instance, Internet Explorer or Chrome) on the User’s computer or mobile device. CEO uses cookies to authenticate returning clients and to prevent fraudulent use of User accounts. Cookies can be disabled in the browser settings, but if a User disables them, they will not be able to log into the CEO website, or some parts of the website may not function properly.

Security and protection of information

The User’s user and System Data are private and confidential and are treated as such. CEO takes all reasonable steps to secure and protect your data during hosting and transmission and to ensure that your information is handled in accordance with the Terms.

However, it is possible for internet-based communications to be intercepted or for servers to be hacked. CEO will not be responsible for any damages the User, or any third party may suffer as a result of the hosting or transmission of confidential or disclosed information that the User makes to CEO through the internet, or that the User expressly or implicitly authorizes CEO to make, or for any errors or any changes made to any transmitted information.

To ensure acquaintance with and awareness of the privacy measures and policies of CEO, the User is urged to take care to read and understand the underlying privacy clauses incorporated in these Terms.

Using and sharing of information

CEO may not use and share the User and System Data it collects from the User.

CEO undertakes not to share any of the User’s User or Systems Data that are deemed of a personal or private nature.

CEO retains the right to transfer the User’s information to a new owner if the ownership of all or substantially all of our business should change, in which case the terms of notice will still apply until the Terms are updated or amended by the acquiring party upon notice to the User.

CEO may release account information or User Data when we believe, in good faith, that such release is reasonably necessary to (a) comply with law, (b) enforce or apply the terms of any of our user agreements or (c) protect our, our Users or any other relevant third parties’ rights, property or safety.

Using data for research and benchmark purposes

The User hereby provides consent for their de-identified User and System data to be used for research relating to CEO representative services. The User also consents to the use of aggregate User and System Data for statistical and benchmark purposes.

Local Storage

Local storage is a more secure way for web-applications to store large amounts of data locally in the User’s browser without affecting the web-application’s performance. CEO uses local storage to store some of the User Data to improve the application’s performance and to allow the User to use the application to some extent, whilst offline when an Internet connection is not available.

When a User logs out of the CEO’s website, any information stored in local storage is cleared. The User can choose to disable local storage in the settings menu. Please note that disabling local storage will detrimentally affect the User’s experience with the CEO website.

Data Protection and use of information  

CEO may, and the User expressly consents to, the collecting and processing of their User Data and System Data by CEO to open, administer and operate the User’s profile and contact the User; provide any combination of representative services linked to CEO; carry out statistical and other analysis.

The User expressly consents that CEO may process and further process the User Data and System Data within CEO for the above purposes; disclose their Personal Information to any person who provides services to CEO or acts as their agent or to whom CEO has transferred or proposed to transfer any of their rights and duties in respect of a user’s account and/or share the User’s User Data and System Data.

CEO may share data with our service providers, both within and outside the Republic of South Africa, when necessary. CEO demands that any third-party service providers to CEO agrees to their strict privacy policies if they need to access any Personal Information to carry out their representative services.

The User acknowledges that CEO will at all times remain responsible for determining the purpose of and means for processing the User’s User Data and System Data; and CEO is required by legislation to collect certain Personal Information from the User, without which CEO will be unable to offer the CEO representative services to the User.

The User agrees that they are providing CEO with their Personal Information voluntarily and freely.

Whenever the User is of the opinion that CEO fails to comply with the Terms as set out herein, the User will contact CEO by sending a request on the “contact us” tab. CEO will review the User’s representations made by email and, if within their sole and absolute discretion advisable, take corrective action and in any event within 7 (seven) days respond to User informing about corrective actions taken, if any.

How CEO uses collected information

CEO may collect and use Users’ personal information for the following purposes:

  • To improve client representative service, the information you provide helps us respond to your client representative service requests and support needs more efficiently.
  • To improve our website, we may use feedback you provide to improve our representative services.
  • To send periodic emails, we may use the email address to respond to their inquiries, questions, and/or other requests.

How CEO protects your information

We adopt appropriate data collection, storage and processing practices and security measures to protect against unauthorised access, alteration, disclosure or destruction of your personal information and data stored on our website.

Sharing your personal information

CEO will not sell, trade, or rent Users’ personal identification information to others. CEO may only share generic aggregated demographic information not linked to any personal identification information regarding visitors and users with its business partners, trusted affiliates and advertisers for the purposes outlined above.

Links to other websites

Users may find advertising or other content on the website that link to the sites and representative services of CEO partners, suppliers, advertisers, sponsors, licensors and other third parties. CEO does not control the content or links that appear on these sites and is not responsible for the practices employed by websites linked to or from the website. In addition, these sites, or services, including their content and links, may be constantly changing. These sites and services may have their own privacy policies and client service policies. Browsing and interaction on any other website, including websites which have a link to the website, is subject to that website’s own terms and policies.

General Terms & Conditions

Definitions and Interpretation

In this Agreement, unless inconsistent with the context—

1.    “Association” means the Consolidated Employers Organisation (“CEO”);

2.    “Member” means the entity or person whose application for membership has been accepted by the Association;

3.    “Constitution” means the Association’s constitution and any duly adopted rules, policies or codes of conduct applicable to Members;

4.    “Fees” means the membership premiums/fees payable by the Member as set out in the Membership Application;

5.    “Services” means labour relations and dispute-resolution services offered by the Association to Members from time to time, subject to availability, scope and exclusions in this Agreement.

Headings are for convenience only and do not affect interpretation. Words importing one gender include the others; the singular includes the plural and vice versa.

This Agreement must be read together with the Membership Application and the Constitution. In the event of conflict, the Constitution prevails to the extent of the conflict, unless prohibited by law.

Commencement, Status and Scope of Membership

Membership commences on the date on which (a) the Member’s application is accepted in writing by the Association and (b) the first applicable Fees are received in cleared funds.

Membership and Services are available only while the Member is a “member in good standing” (i.e., Fees are fully paid and the Member is not suspended).

The Association provides Services to the Member on a best-efforts basis, subject to operational capacity, statutory requirements, and the Member’s compliance with this Agreement. The Association does not warrant or guarantee any outcome in any matter.

Representation (Labour Disputes)

Representation by the Association’s officials in CCMA, Bargaining Council or similar forums commences immediately after the Member meets the commencement requirements in clause 2.1 and continues only while the Member remains in good standing.

The Member must notify the Association in writing of any dispute, referral, set-down, conciliation, arbitration, disciplinary enquiry, inspection or hearing at least 7 (seven) calendar days before the relevant date, and must provide:

1.    all notices, referrals, set-downs, correspondence and supporting documents;

2.    complete and accurate factual instructions; and

3.    access to relevant witnesses and records reasonably required for preparation.

Late notice, incomplete instructions, or failure to cooperate may, at the Association’s discretion, result in refusal, limitation or withdrawal of representation.

The Association may decline representation where (a) the matter falls outside the Association’s scope or expertise, (b) a conflict of interest arises, (c) the Member requests unlawful, unethical or misleading conduct, or (d) the Member’s conduct materially prejudices the case.

Where external counsel, experts or third parties are required, such appointment will be subject to the Member’s prior written approval and will be for the Member’s account unless the Association confirms otherwise in writing.

The Member remains responsible for all statutory obligations as employer (including consultation, notices, recordkeeping and time limits) and acknowledges that the Association provides assistance and representation, not an assumption of the Member’s legal duties.

Fees and Payment

Fees are payable annually, monthly or quarterly as selected in the Membership Application and are, unless agreed otherwise, payable in advance.

Annual Fees are payable on or before the inception or renewal date.

Monthly Fees are payable on or before the first day of each consecutive month (or such other date agreed in writing).

Quarterly Fees are payable on or before the first day of each consecutive quarter (or such other date agreed in writing).

If payment is made by debit order, the Member authorizes the Association (or its payment processor) to draw the agreed amounts on the due dates. The Member is responsible for ensuring sufficient funds are available and for any bank charges arising from rejected debits.

If any Fee is not received on the due date, the Association may (without prejudice to other rights) suspend Services immediately. If payment is not received by the end of the relevant period, membership shall be deemed cancelled at midnight on the last day of the preceding period, as originally contemplated in the Membership Application, unless the Association elects otherwise in writing.

The Association may reinstate membership in its sole discretion if it is satisfied that non-payment resulted from a bona fide error and all arrears are settled. Reinstatement is not a right.

Cancellation, Suspension and Termination

Either party may cancel membership by giving not less than 30 (thirty) days’ written notice to the other.

The Association may suspend or terminate membership with immediate effect if the Member:

1.          fails to pay Fees when due;

2.          materially breaches this Agreement or the Constitution and fails to remedy (where capable of remedy) within 7 (seven) days of written notice;

3.          acts unlawfully, fraudulently or in a manner that materially damages the Association’s reputation; or

4.          obstructs or materially prejudices representation by failing to cooperate as required.

On termination or suspension for any reason, all Services are automatically and immediately suspended. Any amounts due remain payable. Unless required by law, no refunds are payable for prepaid periods.

VAT

All Fees stated are inclusive of VAT (where VAT is applicable).

If the VAT rate changes or VAT becomes chargeable where it was not previously, the Association may adjust the VAT component accordingly and will issue a tax invoice where required.

Annual Increase

The Association may increase Fees annually as decided by its Executive Committee and in accordance with the Constitution.

The Association will, where reasonably practicable, provide Members with prior written notice of any increase before the effective date.

Data Protection (POPIA)

Each party shall comply with the Protection of Personal Information Act, 4 of 2013 (“POPIA”) in relation to any personal information processed under or in connection with this Agreement.

The Association will process personal information in accordance with its applicable privacy and records policies and may process personal information for lawful purposes connected to membership administration and the provision of Services.

The Member acknowledges and agrees that it shall be solely responsible and liable for any processing, disclosure, or misuse of personal information by its directors, employees, agents, or representatives, and undertakes to ensure that all such persons comply with POPIA, indemnifying the Association against any loss, damage, or liability arising from any breach thereof.

The Member acknowledges and agrees that it shall be solely responsible and liable for any processing, disclosure, or misuse of personal information by its directors, employees, agents, or representatives, and undertakes to ensure that all such persons comply with the Protection of Personal Information Act, 4 of 2013, indemnifying the Association against any loss, damage, or liability arising from any breach thereof.

The Member acknowledges and agrees that the Association may process the Member’s personal information, including the cellphone number provided by the Member, for purposes relating to the administration of membership, the provision of services, the distribution of notices, meeting invitations, updates, announcements, newsletters, and other communications relevant to the Association. The Member expressly consents to receiving such communications via WhatsApp and acknowledges that messages sent to the cellphone number provided by the Member shall constitute valid communication by the Association. The Member may update their contact details or withdraw their consent to receive communications via WhatsApp at any time by providing written notice to the Association, provided that the withdrawal of such consent shall not affect the lawfulness of any processing undertaken prior to such withdrawal. The Association will take reasonable steps to protect the Member’s personal information and will process such information in accordance with the Protection of Personal Information Act, 2013 (“POPIA”), and the Association’s Privacy Policy.

Confidentiality

Each party shall keep confidential all non-public information received from the other in connection with this Agreement, including dispute documentation and strategic advice, and shall use such information only for the purposes of performing this Agreement.

Confidentiality does not apply to information that is publicly available (other than through breach), lawfully obtained from a third party, or required to be disclosed by law, a court, the CCMA/Bargaining Council, or a regulator (provided reasonable prior notice is given where lawful).

Limitation of Liability

To the maximum extent permitted by law, the Association shall not be liable for any indirect, special, consequential or punitive loss, including loss of profit, loss of business, or reputational harm.

The Association’s aggregate liability for direct loss proven to have been caused by its gross negligence or willful misconduct which shall be limited to the Fees actually paid by the Member to the Association in the 12 (twelve) months preceding the event giving rise to the claim.

Nothing in this Agreement limits liability to the extent that such limitation is prohibited by law.

Indemnities

The Member indemnifies and holds harmless the Association, its office bearers, employees and agents against any loss, damage, claim or expense arising from:

1.        inaccurate, incomplete or misleading information provided by the Member;

2.       any instruction given by the Member that is unlawful or materially prejudicial;

3.        the Member’s breach of this Agreement, the Constitution or applicable law; and

4.        any act or omission of the Member’s directors, employees, agents or representatives (including POPIA breaches as set out in clause 8.3).

Notices and Addresses

Any notice required under this Agreement must be in writing and delivered by hand, email, or other electronic means capable of producing a record of delivery, to the addresses last notified by the parties.

The Member must promptly notify the Association in writing of any changes to its registered address, principal place of business, or contact details.

Entire Agreement; Variation; No Waiver; Cession

This Agreement (together with the Membership Application, Constitution, and any ancillary documents incorporated by reference) constitutes the entire agreement between the parties on the subject matter and supersedes prior understandings.

No addition to, variation or cancellation of this Agreement shall be of any force or effect unless reduced to writing and signed by both parties.

No indulgence granted by either party shall constitute a waiver of any right.

Neither party may cede, assign or transfer its rights or obligations without the prior written consent of the other, save that the Association may outsource administrative functions to service providers under appropriate confidentiality and POPIA safeguards.

Third-Party Rights

Save as expressly provided, no provision of this Agreement constitutes a stipulation for the benefit of a third party.

Governing Law and Jurisdiction

This Agreement is governed by the laws of the Republic of South Africa.

The parties consent to the jurisdiction of the High Court of South Africa (Gauteng Division), without limiting either party’s right to approach any other court of competent jurisdiction.

Counterparts and Electronic Signature

This Agreement may be executed in counterparts, each of which is deemed an original and all of which together constitute one instrument.

Signatures exchanged by facsimile or electronic transmission (including PDF) shall be valid and binding and may be used in lieu of originals.

Severability

If any provision is found to be invalid or unenforceable, it shall be severed to the extent necessary and the remaining provisions shall remain of full force and effect.

Electronic Messages (e-mails) Disclaimer

The information contained in e-mail / electronic message communications from any sender/s in the CEO organisation is strictly confidential. It is intended solely for use by the recipient and others authorised to receive it. If you are not the recipient, you are hereby notified that any disclosure, copying, distribution or taking action in relation of the contents of this information is strictly prohibited and may be unlawful.

E-mails received by CEO are scanned for viruses and malware, and may be automatically archived by ‘Mimecast’, our email security provider.