GENERAL TERMS AND CONDITIONS
(to be read with the STSA Membership
indicated by the context, in this Agreement the following terms and expressions
will bear the meanings assigned to them below.
agreement constituted by the Membership Application Form and these General
Terms and Conditions.
a certificate issued by the STSA in respect of a Product to the effect that the
Product meets the specifications set forth in the certificate.
means the intellectual
property owned by STSA which includes the STS Mark and STSA’s standard transfer
specifications and related data and encryption, decryption, substitution and
permutation tables, as well as any improvements, modifications or additions
effected thereto, by any person, from time to time.
means the Standard
Transfer Specification Association NPC.
1.6 STS Mark
means STSA’s proprietary
mark, from time to time, which may be used to verify that a Product meets the
standards of contained in that mark’s corresponding Certificate of Compliance.
metering Product sold, installed, commissioned, used or supplied by the Member.
1.8 Subscription Fee
annual fee payable in advance for membership in STSA, which annual fee shall be
stipulated by STSA from time to time and which fee is, for the time being that
set forth in Part 3 of the Membership Application Form.
2. Permitted use of STS
Subject to the Member complying with the formalities
prescribed by this Agreement, which includes payment of the prescribed Subscription
Fees, the STSA hereby grants to the Member which hereby accepts:
non-exclusive, non-transferable right to use the STS;
receipt of a Certificate of Compliance in terms of clause 4 below, the right to
make or have made, to use or permit the use of, to sell, offer to sell, let or
otherwise sell, install, commission, use or supply Products bearing the STS
Commencement and Term
that you have properly completed the Membership Application Form, the terms and
conditions contained in this Agreement will come into effect on the date upon
which you pay the Subscription Fee recorded in Schedule A and will remain in
force indefinitely, subject to termination in terms of this clause 3.
3.2 This Agreement will terminate in
accordance with its provisions or automatically on the termination of the
Member’s Membership in STSA in accordance with the provisions of the Memorandum
of Incorporation of the STSA.
Certification of Compliance
selling, installing, commissioning, using or supplying any Product bearing the
STS Mark, the Member must have been issued with a Certificate of Compliance.
Member shall not make any written, oral or any other representation to any
person that a Product or any part or aspect of the business of the Member
complies with the STS unless a Certificate of Compliance has been issued by
STSA in respect of that Product.
5.1 If the
Member breaches any provision of this Agreement and remains in breach for a
period of one month after a receipt of a notice from the STSA calling upon it to
rectify the breach, the STSA will be entitled to terminate this Agreement upon
expiry of the month in question, without prejudice to the accrued claims of the
STSA or to any claim that it may have for damages arising out of such breach.
5.2 The STSA
may terminate the Member’s membership with immediate effect on written notice
to the Member if the Member becomes commercially insolvent or commits any act
of insolvency or if the Member is placed in provisional or final liquidation or
receivership or is placed under provisional or final judicial management, in
each case, as that term is defined or interpreted in the Companies Act 71 of
2008 and/or the Insolvency Act 24 of 1936, as the case may be.
6. Consequences of termination
termination of the Member’s membership, for any reason whatsoever, each Party
will, within 7 days of the date of termination, return to the other all items
incorporating confidential information of the other and all notes and documents
pertaining thereto, together with all copies of any such notes and documents.
6.2 In the
event that the Member’s membership is terminated for any reason, clauses 6 to 9
and clause 11 of this Schedule will survive such termination.
7. Warranties, indemnities and limitation of liability
7.1 The STSA
makes no warranties of any kind regarding the accuracy, completeness, fitness
for a particular purpose or intended use of any part of the STS.
Member indemnifies the STSA against all liability for any claim by any third
party arising from any defect or other characteristic of any Product
incorporating any part of the STS.
7.3 The STSA
will not be liable to the Member (nor to any person claiming rights derived
from the Member) for damages or other relief of any nature whatsoever,
including special, incidental and consequential damages.
8. Intellectual property rights
makes no warranty that the exercise of the rights granted in this Agreement or
the use of the STS by the Member will not infringe any third party’s
intellectual property rights.
8.2 The STSA
does not and will not indemnify the Member against claims of any nature that
may be made against the Member by any third party arising out of the use of any
Member indemnifies and holds the STSA harmless against all claims, expenses and
costs attributable to any proceeding or claim made by any third party arising
out of the use by the Member of the STS.
Member agrees and acknowledges that it is required to make its own
investigations and to take all necessary precautions to ensure that it does not
infringe any third party intellectual property rights in manufacturing or
selling any Product.
8.5 Where a
Member causes any improvements, modifications or additions
(“the improvements”) to the STS, this Agreement serves as an automatic
assignment, by the Member, of all intellectual property rights in the improvements
to the STS and will be effective as soon as any improvements are effected. The
Member will not be entitled to any remuneration in respect of this assignment. Notwithstanding
any such assignment, the Member will, if requested to do so, perform any act or
sign any document required to confirm the vesting of such rights in the STSA.
9. Governing law and jurisdiction
This Agreement will be governed by
and be interpreted in accordance with the law of the Republic South Africa and
the Courts of the Republic of South Africa.
10. Member’s undertaking
10.1 The Member undertakes:
10.1.1 to abide
by the provisions of the Memorandum
of the STSA, as amended from time to
10.1.2 to pay
the requisite Subscription Fees.
11. Confidentiality issues
Member acknowledges that the STS is the property of STSA and is not in the
public domain and accordingly contains and constitutes confidential information
in respect of which the STSA has proprietary rights.
Member shall not disclose the STS to any third party without the prior written
consent of STSA and undertakes that it will only disclose and reproduce the STS,
or parts thereof, strictly in the manner and for the purpose specifically
permitted by the rights afforded under clause 2 above, read in conjunction with
any and all STSA’s directives dealing with the STS or otherwise as directed in
writing by the STSA, from time to time.
Member’s name and address as set forth in the Membership Application Form will
be recorded by STSA, as Membership details in the public domain. Any Member who
does not wish for this recordal may apply to STSA for its name and address to
be removed from any such public recordal.
In the event that a Party (the
"affected Party") is unable to perform any obligation under these
terms and conditions due to circumstances beyond the control of the affected
Party, including the action, intervention or decree of any government, and such
circumstances are not caused by fault, of any degree, on the part of the
affected Party, then the affected Party will be absolved from performing that
obligation for as long as the circumstances prevail or, if performance of the
obligation is or becomes impossible, the affected Party will be entitled to
terminate this Agreement on written notice to the other Party.
Please tick the below box to
indicate that you have read and accept the above terms and conditions and then