Terms & Conditions: ValuationUp.com: V1.1 14 July 2013.

Legal Entity: 

1.ValuationUp.com is operated by Valuation Hub (Pty) Ltd, a private company with limited liability, duly registered in the Republic of South Africa. 

2. ValuationUp.com will hereafter be referred to as "VUP", and such reference shall include any holding company, affiliate, subsidiary, associate, director, officer, employee or agent of VUP.

Terms and Conditions

3. These Terms and Conditions ("these Terms and Conditions") govern your ("the User") access to and use of:

3.1. The VUP website located at the domain name http://www.ValuationUp.com and any other website(s) owned, operated or controlled by VUP from time to time ("the VUP Website"); and

3.2. The products and services offered by VUP at or through the VUP Website from time to time, including in particular the financial analysis, benchmarking, valuation and credit-scoring, strategy planning and notice services which are more fully described below ("the VUP Services"); and

3.3. The combination of services software, methodologies and systems (as modified from time to time) which are used to facilitate and deliver the VUP Services ("the VUP Tools").

4. Reference in these Terms and Conditions to the VUP Services (or to the use of the VUP Services) shall, unless the context indicates otherwise, include the VUP Tools (or the use of the VUP Tools, as the case may be).

5. By accessing and using the VUP Website and/or the VUP Services the User agrees to be bound by these Terms and Conditions set out in this legal notice. If the User does not wish to be bound by these Terms and Conditions, the User may not continue to access or use the VUP Website, the VUP Services or the VUP Tools.

Ability to accept these Terms and Conditions

6. The User hereby confirms and warrants to VUP that he/she has the legal capacity to accept and be bound by these Terms and Conditions, or that he/she has obtained his/her legal guardians’ consent to accept and be bound by these Terms and Conditions.

Updating of these Terms and Conditions

7. VUP reserves the right to vary modify or update these Terms and Conditions from time to time.

8. Any such changes or updates to these Terms and Conditions will become effective immediately upon such changes being posted to the VUP Website, and it is the User’s obligation to periodically check these Terms and Conditions at the VUP Website for any such changes or updates. VUP will from time to time stipulate the current version number of its terms and conditions as well as the date upon which they were last changed or updated.

9. The User’s continued use of the VUP Website, following the posting of changes or updates will be considered notice of the User’s acceptance to abide by and be bound by these Terms and Conditions, including such changes or updates.

VUP Services: Summary of main characteristics

10. VUP offers natural and legal persons ("persons") various digital financial analysis, benchmarking, valuation, credit-scoring, strategic planning and notice services. The exact nature of the service may vary depending on the account option and/or payment plan chosen.

11. Using VUP, persons upload and store digital content regarding the financial performance of a business to the VUP servers. This information is analysed using algorithms and other methods employed by VUP and results of this analysis are presented back to the user for their interpretation and potential action thereon. 

12. The main purpose of the VUP service is to assist users in understanding the financial position of a business, its current valuation, future potential, and a roadmap to get there. Such analysis is complex and also forward-looking. While VUP applies reasonable care in presenting the most appropriate suggestions of actions to users, we do not provide financial advice and any reliance on information provided by us is entirely at the users' own discretion and risk. 

13. The VUP services extend to include various downloadable code, widgets, and our API ("Application Programming Interface"). VUP makes no warranty for the performance of 3rd Party services built on our API. 

Copyright and Intellectual Property Rights

14. Content displayed at the VUP Website is provided by VUP or other third party owners of such content, and may include (but is not limited to) literary works, musical works, artistic works, sound recordings, cinematograph films, sound and television broadcasts, program-carrying signals, published editions and computer programs ("the Website Content").

15. All such proprietary works, and the compilation of the proprietary works, are the copyright of VUP or such other third party owner of such rights ("the Owners"), as the case may be, and are protected by South African and international copyright laws.

16. VUP reserves the right to make any changes to the VUP Website, the Website Content, or to products and/or services offered through the VUP Website at any time and without notice. All rights in and to the Website Content are reserved and retained by VUP and/or the Owners, as the case may be.

17. Except as specified in these Terms and Conditions, the User is not granted a license or any other right including without limitation under copyright, trademark, patent or other intellectual property rights in or to the VUP Website, the Website Content and/or the VUP Services.

18. The User acknowledges that any and all present and future rights in and to the VUP Services, and other rights which may in the future be based thereon, including (but not limited to) all rights of copyright and all and any trademarks, logos, get-ups, menu-layouts, and designs of which VUP shall now or in the future be the registered and/or unregistered owner and which are now or in the future used by VUP in connection with the VUP Services or embodied in connection with the VUP Services are and will remain the sole property of VUP. The User shall not question or dispute the ownership of any such rights at any time during the continuation in force of these Terms and Conditions or at any time thereafter.

User Name & Password

19. Through subscribing to use the VUP Website and/or VUP services, the User will have a username (E-mail address) and self-chosen password, through which they can access the VUP Website and/or VUP services securely. "Social sign-in" whereby users of popular social networks such as LinkedIn, Twitter, or Facebook use their credentials on those services to login/register on VUP is also provided. 

20. VUP employees and agents do not have access to the users’ passwords. It is the sole responsibility of the user to keep their password safely. If the password is lost or forgotten it can be reset on the VUP account, using the users email address.

21. It is the responsibility of the user to keep their email address current on the VUP system. Since data stored on the VUP system is expected to be valuable and confidential, a user losing access to one email address without first setting up shared access to another address or appropriate social network account will lose all access to their data if the first address becomes invalid.

22. Note that when a user leaves the employment of a company, that company may terminate access to that persons’ company VUP account and all content contained therein.

Limited License: All Users

23. VUP grants to the User, subject to these Terms and Conditions, a non-exclusive, non-transferable, limited and revocable licence to access, display, use, download and otherwise copy the current and future Website Content for personal, non-commercial and information purposes only.

24. The VUP Website and the Website Content may not be reproduced, duplicated, copied, resold, visited or otherwise exploited for any commercial purpose without the express prior written consent of VUP and/or the relevant Owner of the content, as the case may be.

25. The license granted hereunder does not permit the User to collect product or service listings, descriptions or other information displayed here, and does not allow any derivative use of the VUP Website or the Website Content for the benefit of another merchant or person.

26. The User may not frame nor use framing technologies to enclose VUP Website or the Website Content nor any part thereof without the express written consent of VUP.

27. VUP has the right, in its sole and absolute discretion, to terminate the Users’ access to VUP Website at any time, immediately, without cause and without having to give notice or reasons therefore.

Extended License: VUP Premium Services

28. By subscribing to the VUP Services and paying the applicable fees (including subscription fees and once-off payments - as determined by VUP from time to time), a non-exclusive, non-transferable, limited and revocable licence to access and use the VUP Services is granted to the User.

29. The User may access and use the VUP Services to assist the User in the financial and strategic analysis of businesses to which they have access on the ValuationUp.com system, typically digital content ("the User Content") which has been created/uploaded by the User and/or in respect of digital content to which the User is lawfully entitled.

30. The User shall pay the appropriate subscription fees (as determined by VUP from time to time) timeously and without deduction, set-off or bank charges or exchange, failing which VUP shall be entitled to suspend or terminate the VUP Services, immediately and without having to give notice or reasons therefore.

31. VUP subscriptions are payable monthly in advance unless otherwise stated.

32. The User shall access and utilize the VUP Services only in the manner and for the purposes specified or allowed by VUP from time to time in terms of these Terms and Conditions.

33. The User shall be solely responsible for maintaining the confidentiality of any username and/or password that may be assigned to the User. The User shall likewise be responsible for activity on or in respect of such username and/or password, and shall forthwith notify VUP of any unauthorized use thereof.

34. Save to the extent contemplated in these Terms and Conditions, the User shall not have the right to sub-license or transfer the VUP Services in any way, either in whole or in part, to any third party, nor to copy or permit any party to copy the VUP Services, nor to modify, de-compile, disassemble or otherwise reverse-engineer the VUP Services, or attempt to do so.

35. VUP shall have the right, in its sole and absolute discretion and without having to give reasons therefore, to determine who may subscribe (or continue to subscribe) to the VUP Services and what User Content may be (or may continue to be) stored, shared, or otherwise distributed through the VUP Services. This right of VUP shall include the right to terminate, at any time, the on-going storage, sharing, or distribution of any User Content through the VUP Services. In the event of VUP electing to disallow access to, or use of the VUP Services by any User or in respect of any User Content, VUP shall be entitled to forthwith cease providing the VUP Services in respect of such User and/or User Content, as the case may be, and the User shall forthwith cease using the VUP Services in respect thereof. VUP shall not be liable for any damages or loss sustained by the User or any other person arising out of such refusal or termination. In the unlikely event of the liquidation or closure of VUP, all users will be given at least 1 month’s notice, during which time they may download any information stored on their VUP account.

36. VUP shall have the right (in is sole and absolute discretion) to customize, modify, upgrade and/or otherwise vary the nature, scope and/or application of the VUP Services from time to time. The Users’ continued use of the VUP Services following any such customization, modification, upgrades or variation will be considered notice of the Users' unconditional acceptance thereof.

User Content: Users’ Undertakings and Warranties

37. Subject to clause 41 and to any provision to the contrary in these Terms and Conditions, all rights in and to the User Content shall remain with the User, to the extent that such rights legally vest in the User.

38. The User is solely responsible for his/her User Content and the consequences of posting or publishing same. The User undertakes in respect of all User Content which is stored on or distributed through the VUP Services that it will not be unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct which would be considered a criminal offence, give rise to civil liability, violate any law or is otherwise inappropriate.

39. The User warrants to VUP that:

39.1. All information given by the User to VUP, whether through the VUP Website or otherwise, is accurate and that the User is allowed (and, where applicable, has the necessary consents or permissions) to give such information to VUP;

39.2. He/she has all rights in and to all intellectual property rights which are or will form part of and/or be reflected in the User Content in respect of which the User uses the VUP Services, which rights are and shall remain the property of the User for at least so long as such User Content is stored or distributed through the VUP Services, alternatively the User possesses the necessary rights and/or permissions to use, store, and distribute such User Content;

39.3. The User Content does not, and will at no time whilst it is being stored or shared through the VUP Services:

39.3.1. Infringe upon or violate any intellectual property rights, or any other right(s), of any third party;

39.3.2. Contain any material of any nature which infringes or violates any applicable law or regulation in force from time to time;

39.3.3. Contain any viruses, worms, trojan horses, time bombs or other software routines which may negatively impact on the operation of the VUP Services, or damage or interfere with, intercept or expropriate any data or information belonging to VUP or any other person.

40. The User further indemnifies VUP against all liability arising from:

40.1. The Users’ access to and use of the VUP Website and the VUP Services;

40.2. The Users’ infringement of the intellectual property or any other right or any third party;

40.3. A breach by the User of any of the representations, undertaking and warranties given or made by the User in these Terms and Conditions, or arising out of the Users’ negligence in respect of the User Content.

Payment

41. Payment may be made online by credit card through a sufficiently secure payment system, by virtue of an upfront payment, a debit order, or by account, as may be arranged with VUP depending on the account option and payment plan chosen. The payment system allows for review, corrections and withdrawal by the User prior to placing a final order. The payment system also allows for upgrade or other changes to the account plan and payment options being used from time to time. Currently, VUP uses both Paygate (www.paygate.co.za) and PayPal (www.paypal.com) for SSL3 secured transfer of financial information. No credit card details are stored on the VUP system.

42. Where a paying User cancels their subscription, or fails to pay within 30 days of invoice date, their account will immediately be blocked until such time as payment has been received. If payment is not forthcoming within 45 days of invoice date, the account and all files may be permanently deleted.

43. No pro-rate refunds will be given for subscription periods or pre-paid periods unused at the time of such downgrade.

Data

44. VUP shall have the right to capture and utilise any and all data and information ("the Data") generated through, by or in relation to the VUP Services and all associated reporting and submissions data concerning the User Content. This Data specifically excludes the identifiable content of the actual files transferred to the system by Users, which is considered the private and confidential property of each User with whom such is shared.

45. The Data may be used by VUP to perform its obligations under this agreement and in addition to monitor, track, filter, and index the User Content in terms of the VUP Services, to generate high-level statistical analysis of the VUP Services for release to the Users, and for marketing and promotion of the VUP Services.

46. All lists, reports, surveys and other information compiled by VUP shall remain the sole and exclusive property of VUP.

47. The User shall have access to the Data which pertains specifically to the User and his/her User Content, and to which the User may be entitled in terms of the VUP Services.

48. The above provisions relating to Data are subject to the following provisions relating to privacy.

Privacy, access to and use of information

49. The VUP service endeavours at all times to be secure and to protect the User information from unwanted use. All reasonable efforts are made with this regard, including (but not limited to), secure authentication and login, encryption of user-data, and encryption of billing details.

50. VUP receives various types of information ("the Information") from Users who access the VUP Website, including personal information as detailed in the Promotion of Access to Information Act, Act 2 of 2000 ("PAIA") and as detailed in Section 1 of Electronic Communications and Transactions Act, Act No 25 of 2005 ("ECTA") (hereinafter referred to "Personal Information").

51. VUP may electronically collect, store and use personal Information, including name, contact details, surfing patterns, email, IP address, and other data typically collected by online services such as VUP.

52. VUP voluntarily subscribes to Section 51 of ECTA and endeavours to treat Personal Information received by VUP accordingly. Whenever the User is of the opinion that VUP fails to comply with Section 51 of ECTA, the User shall contact VUP by sending an email to support@ValuationUp.com. VUP will review the Users’ representations made by email and, if within VUPs sole and absolute discretion advisable, take corrective action and in any event within a reasonable period of time respond to the User informing about corrective actions taken, if any.

53. Despite such undertaking, it is possible for internet-based communications to be intercepted. Without the use of encryption, the Internet is not a secure medium and privacy cannot be ensured. Internet e-mail is vulnerable to interception and forging. VUP will not be responsible for any damages the User or any third party may suffer as a result of the transmission of confidential or disclosed information that the User makes to VUP through the internet, or that the User expressly or implicitly authorise VUP 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 polices of VUP, the User is urged to take care to read and understand the underlying privacy clauses incorporated in these Terms and Conditions:

54. VUP shall take all reasonable steps to protect the personal information of users. For the purpose of this clause, "personal information" shall be defined as detailed in the Promotion of Access to Information Act 2 of 2000 (PAIA). The PAIA may be downloaded from: PAIA Information

Privacy: casual browsing

55. The User may visit the VUP Website without providing any personal information. The User accordingly hereby grants express written permission for the VUP Website servers in such instances collecting the IP address of the User’s computer, but not the e-mail address or any other distinguishing information. Anonymous cookies may be used for this purpose. This information may in turn be aggregated to measure the number of visits, average time spent at the VUP Website, pages viewed, etc. VUP may use this information to determine usage data, patterns and statistics with regard to the VUP Website, and to improve Website Content. VUP assumes no obligation to protect this information, and may copy, distribute or otherwise use such information without limitation.

Privacy: The files you store on VUP

56. Any files uploaded by the user to VUP (whether by web, fax, email, or other) are considered the sole property of the user. VUP will make all reasonable efforts to maintain the privacy of your information and will not divulge the content of these files to parties other than those that you specify, unless required to do so by law.

Privacy: unsolicited information

57. If the User posts unsolicited content or other information ("the Unsolicited Information") to the Website, and unless otherwise indicated, then the User grants to VUP a non-exclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable licence to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such Unsolicited Information throughout the world in any media. The User grants to VUP the licence to use the name that the User submits in connection with such Unsolicited Information, if it chooses. The User warrants that the User owns or otherwise controls all of the rights to the Unsolicited Information that the User posts; that the Unsolicited Information is accurate; that by the supply of the Unsolicited Information to VUP, the User does not violate these Terms and Conditions and does not infringe the rights of any person or entity; and that the User indemnifies VUP for all claims resulting from the receipt by VUP of the Unsolicited Information the User supplies to it. VUP reserves the right but not the obligation to monitor and edit or remove any Information, where posted to public pages. VUP takes no responsibility, and assumes no liability for any Unsolicited Information posted by the User or any third party. Note that files posted to VUP as part of the normal storage services offered by VUP are not included in this clause as these are specifically solicited as part of the on-going use of the service.

Privacy: solicited information the User gives to VUP

58. VUP requires certain personal information necessary to process transactions if the User requires access to any of the VUP Services. VUP receives and stores all information, including personal information that the User enters on the VUP Website or provides to VUP, in any other way. The User may choose not to provide certain personal information, but that may limit the Users access to and/or use of the VUP Services. VUP provides the VUP Services in conjunction with its affiliates and associates. In this regard and unless specifically restricted by the User from the licence below, the User hereby and when entering into the specific transactions in question expressly grants in writing to VUP a non-exclusive, royalty-free, perpetual, irrevocable, and fully assignable licence to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such information throughout the world in any media for any purpose whatsoever, including without limitation user registration, and word of mouth marketing effects. The User’s information that is required by affiliates and associates to give effect to transactions that the User chooses to enter into, is shared with those entities.

Privacy: promotional information

59. VUP aspires to provide first-class service to its customers, which necessitates VUP providing information to the User regarding new services or special offers. In each instance, the User is provided an opportunity to opt-out of such information circulars. For more information, please send an email to support@ValuationUp.com

Privacy: business transfers

60. VUP may enter into business arrangements whereby its customer base is one of the more valued assets. In such an event, customer information will be one of the transferable assets.

Privacy: lawful purposes

61. When VUP is served with due legal process requiring the delivery of personal information, it has the legal duty to abide by that demand, and will do so. VUP may also impart personal information if permitted or required to do so by law.

Privacy: surveys and statistical profile

62. VUP understands that efficiency and customer care translates to good service. VUP may periodically conduct online customer care surveys to facilitate the updating of service standards. When it conducts a survey, VUP will inform the User how the information gathered will be used, and will provide the User with the opportunity to opt-out from such surveys. Notwithstanding the foregoing, VUP may chose to use personal information to compile profiles for statistical purposes and may chose to trade with such profiles and statistical data, as long as the profiles or statistical data cannot be linked to any specific data subject, including the User, by a third party.

Privacy: storage duration

63. Personal information will be stored for as long as it is used and for a period of one year thereafter, together with a record of the personal information and the specific purposes it was collected for. Personal information will be destroyed once it has become obsolete. Financial information is stored on secure servers hosted by ourselves or by our payment partners, and is not accessible by our staff members.

Privacy: interception

64. Subject to the Regulation of Interception of Communications Act, Act no 70 of 2002 ("RICA"), the User agrees that VUP may intercept, block, read, delete, disclose and use all communications sent or otherwise communicated to VUP, its employees, directors and agents. The User agrees that his or her consent satisfies the requirements of ECTA and RICA for consent in writing as defined.

Limitation of liability

65. Subject to Sections 43(5) and 43(6) ECTA, if applicable, and to the extent permitted by law the VUP Website, the Website Content and the VUP Services, including any current or future offer of products or services, are offered and provided strictly on an "as is" basis, and may include inaccuracies or typographical errors. Errors can be reported on the contact page.

66. VUP makes no warranty or representation with regards to the VUP Website, the Website Content or the VUP Services, including (without limitation) as to the availability, performance, accuracy or completeness thereof.

67. VUP shall not be held responsible for any direct or indirect special, consequential or other damage of any kind whatsoever suffered or incurred, related to the access to or use of, or the inability to access or use the VUP Website, the Website Content or the VUP Services or any functionality thereof, or of any linked website, even if VUP is expressly advised thereof.

68. VUP does not endorse any User Content or any opinion, recommendations, advices expressed in respect thereof, and VUP hereby disclaims any and all liability in respect of the User Content.

Complaints and disputes:

69. VUP offers the User the ability to file complaints via the "Contact us" service of the VUP Website. Currently VUP does not subscribe to any alternative dispute resolution code or mechanism.

Choice of Law / Jurisdiction

70. These Terms and Conditions and any transaction arising herefrom shall be governed and construed in accordance with the laws of the Republic of South Africa, and the User consents to the jurisdiction of the Transvaal Provincial Division of the High Court of South Africa (presently situated in the city of Pretoria in the Republic of South Africa) in the event of any dispute arising herefrom. VUP and the User agree that all and any transactions between them arising from the Terms and Conditions shall be deemed to have been concluded at VUP place of business, being the physical address as stated at clause 84.3 below.

More Legal Stuff

71. The VUP Website and the VUP Services are administered by VUP from its operational offices as set out below within the Republic of South Africa.

72. VUP makes no representation that the Content or the VUP Services are appropriate or available for use in all locations and/or countries. Access to and the use of the VUP Website and/or the VUP Services from territories or countries where the Content and/or VUP Services is illegal and prohibited and it is the sole responsibility of the party seeking access to the VUP Services to establish in advance the position with regard to the legality of such services within the jurisdiction from which they seek such access.

73. The User may not use the VUP Website or the VUP Services in violation of South African export laws and regulations. If the User accesses and/or uses the VUP Website and/or the VUP Services from locations outside of South Africa, that User is responsible for compliance with all local laws.

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

75. These Terms and Conditions constitute the entire agreement between the VUP and the User with regard to the access to and use of the VUP Website, the Website Content and the VUP Services.

76. The clause headings in these Terms and Conditions have been inserted for convenience only and will not be taken into consideration in their interpretation.

77. Words in the singular include the plural and vice versa. Words implying any one gender include each of the other two genders. References to natural persons include legal persons (incorporated or unincorporated) and vice versa.

78. A reference to any party shall include a reference to that parties’ successors and permitted agents.

79. Words that have not been defined in these Terms and Conditions, but have attained a generally and commonly understood meaning and context in the information technology sector will be interpreted as having that meaning and context.

80. If any provision in a definition of these Terms and Conditions is a substantive provision conferring rights or imposing obligations on any party, effect shall be given to it as if it were a substantive clause in the body of these Terms and Conditions, notwithstanding that the provision is only contained in the definition.

81. References in these Terms and Conditions to any statute or statutory provision shall include a statute or statutory provision which amends, extends, consolidates or replaces the same and shall include any orders, regulations, instruments or other sub-ordinate legislation made under the relevant statute or statutory provisions.

Disclosure Requirements: Further Information for Consumers

81. In accordance with the disclosure requirements of ECTA, VUP makes the following further information available to consumers:

82.1. Telephone: +27 83 274 8678 (Paying subscribers only, weekdays 9:00-16:00 GMT +2)

82.2. E-mail: support@ValuationUp.com

82.3. Physical address: 45 Stratton Ave, Bryanston, 2191, South Africa (at which address VUP will accept legal service of documents).

82.4. VAT Reg. No. TO BE CONFIRMED

82.5. Main Business: Development and supply of internet based services

82.6. Directors: Gareth Ochse, Kenneth Kalmer, David Milligan, Susan Ochse

83. International Data Storage: in order to offer you the best protection against data loss and keep our prices internationally competitive, VUP makes extensive use of Amazon Web Services and as such by using the service you acknowledge that your data will be stored on Amazon's servers. VUP uses servers based in the USA and EU, but this may extended to other jurisdictions in future, depending on our needs. By making use of VUP you give us an irrevocable right to 'export' your data to these countries, as contemplated in the Protection of Personal Information Bill.

84. © ValuationUp.com 2011 onwards 

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