JSE PRIVATE PLACEMENTS (PROPRIETARY) LIMITED (JPP)
This website www.jseprivateplacements.co.za
”) is owned and operated by JSE Private Placements (Proprietary) Limited, a company registered in South Africa with company registration number 2020/798388/07 and FSP No. 51709 (“JPP
” or “our
"), govern the relationship between you, JPP and its affiliates and subsidiaries and sets out the terms on which you may use and access the Website (including any sub-domains, platforms or pages thereof) and use or otherwise interact with the Solution or any associated websites or any APIs or other connections thereto. The Website offers access to a JPP ecosystem that makes a number of "JPP Services
" easily accessible from time to time.
Certain parts of the Website or certain JPP Services may be subject to additional terms and conditions from time to time, including without limitation our Issuer Terms of Service] and our Investor Terms of Service. These Term of Use are without prejudice to those additional terms and conditions.
- Eligibility. To be eligible to use or access the Website and any JPP Services, you must ensure and are deemed to represent and warrant to JPP that you are at least 18 years of age, and that you are legally permitted to access and use the Website and the relevant JPP Services in your jurisdiction, and that you comply with all applicable laws in your jurisdiction.
- Communication. All communications connected with the Website, including those from us to you, and those from or on our behalf may only be sent in electronic form, via the Website (or any messaging or communication methodology of the Website) and/or to the e-mail address you have provided to us associated with your JPP Account, as updated by you from time to time (“your email address”), as set out in more detail in paragraph 15 (Notices and communications) and paragraph 17 (Electronic communications).
- Enquiries: We may take action we reasonably deem necessary based on the results of any enquiries we make about you. When we carry out these enquiries, you acknowledge, consent and agree that information that you have provided to us, including your personal information, will be disclosed to the entities with whom we are making enquiries or the relevant third parties (or any entities or agencies with whom those third parties carry out checks or enquiries), and you permit us to keep a record of such information and the results of such enquiries in accordance with all applicable laws.
- Client categorization. As a precondition to accessing certain JPP Services you will be required to complete questionnaires or provide confirmations to JPP with respect to your client categorization for the purposes of one or more applicable laws, rules or regulations. This may include requirements in respect of net worth, annual income, knowledge and experience, prior investments, and so forth, and may include certifications as to investor type. You acknowledge that JPP will rely on any information provided by you and client classifications done by you, and you represent and warrant to JPP on a continuing basis that you meet and continue to fall within the client classification(s) that you have confirmed to us, and where any conditions are applicable to that client classification(s) that you continue to meet those conditions.
- Discretion. We may, in our sole discretion, refuse to open a JPP Account for you, or suspend or terminate any JPP Account or any specific activity relating to any JPP Account, or restrict your access to one or more JPP Services at any time without notice.
CUSTOMER’S, USERS, AND STAKEHOLDERS
- Issuers and Investors. JPP may from time to time provide JPP Services to one or more companies, partnerships, funds, or similar legal entities as JPP’s customer, whether in the form of an Investor or Issuer.
CLIENT MONEY; HOLDING OF ASSETS
- Withdrawal. You may contact us to request a withdrawal of an amount up to the total balance of the cash credited to your JPP Account (excluding any amounts that are allocated, subject to an outstanding instruction or restriction, or otherwise unavailable). The process for any withdrawals will be set out on the Solution or provided on request, and may be subject to fees such as transfer fees.
- No interest. No interest will accrue or be paid to you on any credit balances in your JPP Account.
OWN RISK; NO ADVICE
- Risks. You acknowledge and agree that any Investment or your use of any JPP Services is at your own risk. In respect of any Issuance, your capital is at risk and other risks will apply. Please see any risk warnings, if applicable, on our Website and the specific Deal Risks specified on the Deal Page associated with the relevant Issuance.
- Independent advice. It is your responsibility to obtain such advice, including legal, tax, accounting, regulatory, investment, financial and other professional advice, as you deem appropriate based on your particular circumstances, knowledge and experience, and you represent and warrant to us on a continuing basis that you have done so.
FEES AND PAYMENTS
- The fees associated with JPP Services will be set out on the Website or communicated to you from time to time. We reserve the right to adjust any fees at any time by not less than 30 days prior written notice to you.
- You are responsible for payment of our fees and other charges, when due, as notified to you (including notification via the Website or other messaging system in a manner approved in advance by us and notified to you from time to time) or agreed with you from time to time. These amounts must be paid to us free and clear of any set-off or counterclaim, and without withholding or deduction.
- You authorise us to debit any of your JPP Accounts to pay any amounts due to us or otherwise in connection with your instructions, these Terms of Service, or our services.
- If you fail to pay any amount when due and payable to us, we reserve the right to charge you interest on such amount which shall be calculated at the rate publicly announced by First National Bank, a division of FirstRand Bank Limited, as its prime rate of interest at which it lends in South African Rand in South Africa on overdraft, from time to time, and compounded monthly in arrears from due date until the date payment is made. Interest will accrue on a daily basis and will be due and payable as a separate debt.
SET-OFF AND DEDUCTION
- Set-off. Subject to applicable law, you agree that we may retain or make deductions (by way of set-off or otherwise) from any amounts which we or any of our affiliates owe to you in respect of any liability you or any of your affiliates have or may have to us, regardless of the currency or place of payment of the obligation. For the purpose of cross-currency set-off, we may convert any obligation at a prevailing market rate of exchange available to us in our reasonable discretion. If an obligation is unascertained we may in good faith estimate that obligation and set off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained.
- Deductions. We may deduct or withhold all forms of tax (wherever or whenever imposed) or any other amounts required by law or any court or legal process from any payment or delivery or amounts held for you if obliged to do so under applicable laws. In accounting for tax or making deductions or withholdings of tax, we may estimate the amounts concerned. We will credit or send to you any excess of such estimated amount over the final confirmed liability as quickly as practicable.
INTELLECTUAL PROPERTY RIGHTS
- JPP owns all Intellectual Property Rights and any other rights, title and interest to and in any JPP Intellectual Property and/or has all approvals necessary for it to use (and to authorise you to use) the JPP Intellectual Property. No Intellectual Property Rights in or to any JPP Intellectual Property is transferred or otherwise granted to you or any other person.
- Copyright, trademark and other forms of proprietary rights protect the contents of the Website, including its overall appearance, graphics design and underlying source files. All such contents are owned or controlled by JPP or the party credited as the provider of the contents. Except as expressly provided herein, nothing in the Website should be considered as granting any license or right to any copyright, patent or trademark or other Intellectual Property Rights of JPP or any third party. You shall not sell, copy, publish, transfer or modify the information or software on the Website without prior written approval from JPP or the relevant third party.
- JPP’s name, logos and other JPP Intellectual Property Rights are owned by JPP. Rights in other marks and logos which appear on the Website are reserved to the owners thereof. Nothing contained in the Website should be construed as granting any ownership, license or right to you or any third party to use any trademarks or logos.
- All information, including logos, trademarks, graphics as well as text provided on the Website shall not be copied, reproduced or distributed without the prior express written permission of JPP.
- You may not link to, scrape or frame the Website or any portion hereof without our prior written consent. We reserve the right to withdraw linking, scraping and framing permission without notice.
JPP endeavours to ensure the accuracy and reliability of the Website and the content, materials and products included and available on the Website, but because of the possibility of human and mechanical error as well as other factors, to the extent allowed by law, JPP does not, whether expressly, tacitly or implicitly, represent, warrant or in any other way guarantee the availability, truth, accuracy, completeness or reliability of such information or that it is always up to date or that your access to the Website will be uninterrupted or error-free. JPP does not, in publishing adverts or materials on the Website, endorse any products, advice or investment returns contained in these adverts, advice or investment return. To the extent allowed by law, you must be satisfied that you may lawfully access the Website, read the pages and/or act upon the material contained in the pages, and JPP accepts no responsibility for your unauthorised access or actions in respect of these matters. The above wording will limit and excludes obligations, liabilities and legal responsibilities of JPP, and also limits and excludes your rights and remedies and places various risks, liabilities, obligations and legal responsibilities on you.
RESTRICTIONS ON USE
- LIMITATION OF LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT JPP IS NOT LIABLE TO YOU FOR ANY LIABILITY SUFFERED BY YOU OR ANY PERSONS FOR WHOM YOU ACT FROM TIME TO TIME ARISING FROM OR IN CONNECTION WITH THE WEBSITE, ANY INVESTMENT, YOUR JPP ACCOUNT, OR ANY JPP SERVICES, UNLESS CAUSED BY OUR WILFUL MISCONDUCT OR FRAUD. WE WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL OR SPECIAL LOSS, HOWSOEVER ARISING. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF JPP IN CONNECTION WITH THIS AGREEMENT OR ANY JPP SERVICES, WHETHER IN CONTRACT, WARRANTY, DELICT, PRODUCT LIABILITY, OR ANY OTHER THEORY, EXCEED IN AGGREGATE THE FEES PAID BY YOU TO JPP DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF ANY CLAIM GIVING RISE TO SUCH LIABILITY OR, IF YOU HAVE NOT PAID ANY FEES TO JPP IN THE LAST 12 MONTHS, THEN TO A MAXIMUM AGGREGATE AMOUNT OF ONE THOUSAND SOUTH AFRICAN RAND.
- “AS-IS” AND “AS AVAILABLE” BASIS. THE SITE AND ANY JPP SERVICES (IF ANY) ARE OFFERED ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, JPP MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY REPRESENTATIONS AND WARRANTIES OF COMPLETENESS, MERCHANTABILITY, TIMELINESS, FITNESS FOR A PARTICULAR PURPOSE, FREEDOM FROM ANY COMPUTER VIRUS / HARMFUL COMPONENT OR NON-INFRINGEMENT, WITH RESPECT TO THE USE OF THE WEBSITE OR ANY INFORMATION POSTED ON OR SERVICES AVAILED THROUGH THE WEBSITE. IN NO EVENT WILL JPP OR ITS REPRESENTATIVES BE LIABLE FOR ANY LIABILITIES OF ANY KIND WHATSOEVER RESULTING TO YOU OR TO ANY THIRD PARTY DIRECTLY OR INDIRECTLY FROM ANY USE OF OR DEFECT IN THE SITE OR ANY INFORMATION CONTAINED ON THIS WEBSITE OR ANY UNAVAILABILITY OR MALFUNCTION OF THE WEBSITE.
- Release of JPP. If you have a dispute with any other user of the Website or JPP Services, including an Investor or Issuer or persons associated with them, you agree that neither we nor our representatives will be liable for any Liabilities arising out of or connected with such disputes.
- Force Majeure. We and any of our representatives are not liable to you for any Liabilities, costs or expenses incurred by you as a result of any failure, interruption or delay in performance of any of our obligations resulting from acts, events or circumstances not reasonably in our control, including but not limited to acts of war or terrorism, acts of God, industrial disputes, acts or regulations of any governmental or supranational bodies or authorities, breakdown, failure or malfunction of any telecommunications, electronic or computer services, networks, computer network, infrastructure, services provider, blockchain system, platforms and systems, or the failure by any relevant intermediate broker or agent, any blockchain system, agent or principal of ourselves, custodian, sub- custodian, dealer, exchange, clearing house or regulatory or self-regulatory organisation, for any reason, to perform its obligations.
- Disclaimer. No representation or warranty is given, and no responsibility or liability is or will be accepted, by JPP as to the performance of any Investment, risks associated with any Investment, or whether a particular Investment is suitable for, or may benefit, any particular investor, or the achievement or reasonableness of any projections, estimates, prospects or returns contained or referred on an Deal Page or in respect of a particular Investment, or any forward- looking or aspirational statements.
- Not exclusive. These limitations of liability and indemnities are in addition to any other limitations, rights, remedies, recourse, security or other rights that JPP may have from time to time under applicable law or under any contracts or terms in place with you.
PRIVACY AND DATA PROTECTION
NOTICES AND COMMUNICATIONS
- Notices will be sent or transmitted to you in accordance with the communication details provided to us by you via the Website.
- Notices, communications or other information to you may be validly given if delivered via the Website or to any email address you have registered on the Website, and you consent to receiving all notices, communications or other information via the Website or other electronic means. Those notices, communications or other information may also be validly delivered if sent as a link to a website or a document hosted on a webpage or internet page.
- Notices, communications or other information delivered via the Website or via other electronic means or messaging systems, will be effective when delivered or transmitted.
- You confirm that you have regular access to the internet and consent to electronic communications, including notices, communication, information and documents being provided to you electronically and through the Solution or the Website, to the extent permitted by laws, rules and regulations applicable to JPP, and to notices exclusively through the Website and/or by your email address, as more fully set out in paragraph 17 (Electronic communications).
- You are responsible for keeping your email address and other contact information up to date in your JPP Account in order to receive any notices or alerts that we may send you.
COMMENTS AND FEEDBACK
- You consent to electronic communications, including to receiving documents and other information as links or via websites, and you acknowledge and agree that any documents, notices, resolutions, communications or other information may be sent to you in electronic form, including by any form of electronic communication. You confirm you have regular access to the internet.
- You agree that an electronic communication to you satisfies any applicable legal notification requirements, and that any communication or notification to you in the form of an electronic communication will be deemed to be in writing and valid for all purposes. A communication given or sent to your JPP Account or any notification or messaging functionality in the Solution will be deemed to be a valid communication and notice to you, effective when sent.
CONSUMER PROTECTION ACT
- Compliance. You must comply with all applicable laws, regulations, licensing requirements and third party rights (including, without limitation, data protection laws) in your use of your JPP Account, the JPP Services, the Website, or any Investments.
- Confidentiality. The Website includes content and information provided by third parties, including information with respect to the business and/or financials and/or activities of such third parties which such third parties may deem as ‘confidential’ as well as information provided by and considered ‘confidential’ by JPP (collectively Confidential Information). You shall not, without the prior written approval of JPP and/or such third parties as applicable, publish or otherwise disclose to others, or use such Confidential Information for any purpose other than your personal consumption as part of your initial basic research about an investee company.
- Taxes. You are solely responsible for determining, reporting and paying all the applicable taxes in relation to your participation in the Investments. You undertake to JPP that you will determine, report, and pay all applicable taxes that you may be subject to from time to time. JPP is not responsible for withholding, collecting, reporting, or remitting any applicable tax arising from an Investment or any distributions associated with any assets, securities or other investments.
- Prohibited Activities. Without limitation, you agree that you will not and that you will procure that each of you representatives or associated persons will not: (i) provide false, inaccurate, or misleading information to JPP or its representatives for any purposes, (ii) misuse the Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful (together viruses), (iii) take any action that interferes with, intercepts, or expropriates any system, data, or information, transmit any virus, work or other malicious software or program, (iv) attempt to ‘hack’ or gain un-authorised access to our site, the server on which our Website is stored or any server, computer or database connected to the Website (or in each case any accounts of other clients, or areas of the Website, to which you have not been granted access), or attack the Website via a denial-of-service attack, (v) partake in any transaction or activity involving the proceeds of illegal activity or which involves any person or entity subject to any sanctions or located in any jurisdiction subject to any sanctions; (vi) defame, harass, or violate the privacy, personal data, or Intellectual Property Rights of JPP or any of its customers, (vii) scrape content from this Website and repost such content, either manually or automatically, without our prior written consent (such activities, (“Prohibited Activities”).
- Publications and Media. From time to time JPP and/or its representatives and/or any Customer or persons associated with them, and/or other persons, may make one or more publications which may relate to one or more markets, events, systems, investments, Investments, assets or otherwise and which may be or may include advertising, commentary, or opinion. Publications or statements by any person, whether or not a representative, are not the views of JPP unless we expressly say that they are, and we disclaim any liability for any and all forms of loss or liability arising out of or in connection with them or any use of them. No publication is intended or may be relied upon as any form of advice or recommendation and does not form the basis of any JPP Service. You must not rely on any publication, or any statements or information therein, as the basis for any investment decision. For these purposes “publications” includes any method of disseminating information orally or in writing or electronically, including without limitation talks, media appearances, lectures, panels, interviews, podcasts, books, articles, blogs, comments or other interactions (including ‘likes’, ‘tweets’, ‘shares’ and similar) on social media or other third party platforms, including any website or publication.
DEFINITIONS AND INTERPRETATION
“applicable laws” means applicable laws, rules or regulations; and a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation, in each case as amended or supplemented;
"FAIS Act" means the Financial Advisory and Intermediary Services Act 37 of 2002;
"Intellectual Property Rights" means patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. "Intellectual Property" will be construed accordingly;
“Liability” means any and all liabilities, losses, damages, penalties, fees (including any transfer tees), costs, interest, fines, expenses and disbursements of any kind or nature whatsoever (including, without limitation, legal and other professional fees);
“person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);
“representatives” includes representatives, agents, employees, advisers, directors or officers’;
“security” means a "security" as defined in Financial Markets Act No. 19 of 2012 (as amended), and "securities" will be interpreted accordingly;
“Solution” means the information technology system made available by or on behalf of JPP, by Globacap Technology Limited (and accessible via the Website);
“your jurisdiction” means your jurisdiction of residence, domicile and/or incorporation (as applicable) as determined by any applicable laws to which you are subject.
GOVERNING LAW AND JURISDICTION
- Notwithstanding the foregoing, JPP may seek recourse in any jurisdiction worldwide in order to restrain the unlawful use of any of the material contained in the Website.
JPP COMPLAINTS PROCEDURE
JPP is committed to providing a high level of service to its clients. However, there may be occasions where clients feel that they have an issue that they would like to be addressed in relation to our services. JPP takes such concerns seriously and endeavours to promptly respond to and resolve complaints.
JPP has implemented and maintains complaints management procedures aimed to facilitate the resolution of disputes quickly and fairly and to fulfil JPP’s obligations as set by JPP’s regulator, the FCSA. Please see below for JPP Complaints Procedure.
For the purposes of our complaints procedure, a "complaint" is defined as any oral or written expression of dissatisfaction, whether justified or not, from or on behalf of an eligible complainant about the firm's provision of, or failure to provide, a financial service which alleges that the complainant has suffered (or may suffer) financial loss, material distress or material inconvenience.
To issue a complaint
If you have a complaint, you may make a notification to JPP either in writing or verbally. The contact details are below:
One Exchange Square, 2 Gwen Lane, Sandown, Sandton, South Africa.
The complaint will be dealt with by JPP’s complaints function in a prompt and fair manner.
Resolution/communication less than three working days: JPP will promptly provide a written response stating the resolution to your complaint and such response will include information on your rights.
Resolution/communication more than three working days: JPP will promptly issue to you an initial written acknowledgement stating receipt of the complaint. Within eight weeks of receiving your complaint, JPP will endeavour to provide a full and final response.
Complex complaints: JPP may not be able to provide a final response to certain complex complaints within the eight-week period following receipt of the relevant complaint. JPP will provide a holding response within this eight-week period explaining why JPP is unable to resolve your complaint at this time and specifying the time-frame for the next point of contact.
What if I feel that my complaint has not been resolved satisfactorily?
If you are of the view that your complaint has not been resolved to your satisfaction, you may ask JPP to reconsider their response. Please note that you may have the right to refer your complaint to the Office of the Ombud for Financial Services Providers and such referral must occur within six months of the date of JPP’s written confirmation.
Office of the Ombud for Financial Service Providers (OFSP)
The relevant Ombud for purposes of this framework is the Office of the Ombud for Financial Service Providers in terms of section 20 of the FAIS Act. (WEBSITE: www.faisombud.co.za