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SID - Cession Agreement
SID - Cession Agreement
Postal Address:
_________________________________________
(the Merchant)
Physical Address:
Postal Address:
__________________________
__________________________
__________________________
__________________________
__________________________
__________________________
BACKGROUND
1.1
Setcom and the Merchant have entered into a Subscription Agreement in terms
of which Setcom offers e.commerce services to the Merchant.
1.2
1.3
Notwithstanding that Setcom has not provided the Merchant with any warranties
or representations regarding its use of the e.commerce services and has not
accepted liability for any loss or damage suffered by the Merchant relating to the
e.commerce services, Setcom, in this particular instance, is prepared to pay the
Merchant the amount that should have been transferred from the Customers
bank account to the Merchants bank account in respect of the transaction (the
Transaction Amount) on condition that the Merchant cedes all its rights, title and
interest in its claim against the Customer for payment of the Transaction Amount
to Setcom.
1.4
The parties have recorded the terms and conditions applicable to the above in
this Agreement.
SETTLEMENT
2.1
Within 45 days from the date of signature of this Agreement by the last signing
party, Setcom shall pay the Merchant the Transaction Amount.
2.2
Such payment shall be in full and final settlement of all claims that the Merchant
may have against Setcom arising from or relating to the use of the e.commerce
services in respect of the transaction or against the Customer arising from or
relating to the transaction.
2.3
CESSION
3.1
The Merchant hereby cedes, assigns and transfers to and in favour of Setcom all
of its rights, title and interest in and to its claim against the Customer for payment
of the Transaction Amount.
3.2
The Merchant hereby grants to Setcom, with full power of substitution, the power
and authority to recover from the Customer in its name or in Setcoms own name
the Transaction Amount and, if so determined by Setcom, to institute action in the
Merchants name or in Setcoms own name against the Customer for recovery of
the Transaction Amount and to retain the proceeds recovered in the exercise of
such powers on account of and in reduction of the settlement amount that
Setcom paid to the Merchant and all costs and expenses incurred by Setcom in
the exercise of such powers.
3.3
In the event that the Customer effects payment of the Transaction Amount to the
Merchant after Setcom has paid the settlement amount to the Merchant, the
Merchant shall immediately: -
3.4
3.3.1
3.3.2
prior to signing this Agreement, it has not disposed of its rights, title and
interest in and to its claim against the Customer in respect of the
transaction;
3.4.2
the Merchant is entitled without notice to the Customer to cede its claim
against the Customer to Setcom;
3.4.3
the Merchant will deliver all contracts and documents relating to the
transaction to Setcom on date of signature hereof;
3.4.4
3.4.5
the transaction was in all respects valid and complied fully with any law
applicable to the goods that were sold and delivered or the services that
were rendered by the Merchant to the Customer in terms of the
transaction;
3.4.6
the goods or the services that are the subject matter of the transaction
have been properly sold and delivered or properly rendered by the
Merchant to the Customer;
3.4.7
at the date of signature hereof, the Merchant will not be in breach of any
of its obligations in terms of the transaction; and
3.4.8
The Merchant hereby indemnifies Setcom for any loss that Setcom may incur
and/or for any claim that may be made against Setcom in respect of any dispute
raised by the Customer relating to the transaction.
4.2
The Merchant hereby indemnifies Setcom and holds it harmless against any
claim, loss or expense arising out of or in connection with or which may be
sustained or incurred by Setcom as a direct or indirect consequence of any
breach by the Merchant of any of the terms, conditions, warranties,
representations or undertakings of the Merchant in terms of this Agreement.
GENERAL
5.1
The laws of the Republic of South Africa shall govern the validity, interpretation
and performance of this Agreement. This Agreement constitutes the whole
agreement between the parties relating to the subject matter hereof and no
alteration or addition to or variation or waiver or cancellation hereof shall be of
any force or effect unless reduced to writing and signed by those parties.
5.2
5.3
5.4
____________________
2.
____________________
___________________________________
For and on behalf of Setcom (Proprietary)
Limited, he being duly authorised hereto
____________________
2.
____________________
___________________________________
For and on behalf of ___________________
_________, he being duly authorised hereto
ANNEXURE A
DETAILS OF THE TRANSACTION: Full name of the Customer
Physical Address of the Customer
Account Number:
Branch Code:
copies of all documents that relate to the sale and delivery of the goods or the
services rendered by the Merchant to the Customer;
2.
the notification that the Merchant received via the e.commerce services reflecting that
the Customer had effected payment to the Merchant;
3.