Terms and Conditions

Overview

1. Truzo is an international business with offices in Johannesburg and London and is an Authorised Financial Services Provider (FSP 51539), Truzo (Pty) Ltd is regulated by the Financial Sector Conduct Authority in South Africa.
2. Truzo Ltd is an EMD Agent of The Currency Cloud Limited. Payment services are provided by The Currency Cloud Limited. Registered in England No.06323311. Registered office: Stewardship Building 1st Floor, 12 Steward Street London E1 6FQ. The Currency Cloud Limited is authorised by the Financial Conduct Authority under Electronic Money Regulations 2011 for the issuing of electronic money (FRN:900199).
3. Truzo (Pty) Ltd (SA) is a subsidiary of Truzo Ltd (UK) and provides a secure easy-to-use web and app-based escrow platform, is a one-stop shop for businesses of all sizes to assure the timely delivery of goods or services and on-time payments, the prevention of fraud, scam protection and a significant reduction in administration.
4.  Truzo also offers auxiliary features including multi-currency digital e-wallets, remittances as well as payments and receipts.
5. In accordance with the provisions of the Electronic Communications and Transactions Act (‘ECT’) 25 of 2002, Parties visiting, logging on and/or signing up to the www.truzo.com Platform hereby agree to conduct transactions electronically and accept and agree to these Terms and Conditions of Service which then become binding and enforceable against all Parties that access www.truzo.com or any other affiliated website.
6. If and to the extent that these Terms and Conditions of Service are not acceptable to the Party/Parties, they should refrain from:
   • Registering and/or attempting to register as a User;
   • Accessing or utilising the whole or any part of the contents of the Platform;
   • Conducting any further transaction in relation to the Platform.
7. Any document or information referred to in these Terms and Conditions of Service and capable of being accessed by way of an internet address, including relevant policies of www.truzo.com or any affiliated website, shall be deemed to be incorporated in these Terms and Conditions of Service.
8. Parties, including the Buyer and Seller (and Agent when applicable) should each log onto the www.truzo.com website regularly to confirm the status of their transaction/s.
9. These Terms and Conditions of Service:
   • Govern the relationship between Truzo and registered and/or unregistered users on the website or mobile app.
   • Apply to all Parties of any transaction that is created on the www.truzo.com Platform; and
   • Govern the use of the Platform.

General

1. This Agreement constitutes the entire agreement between the Parties in respect of the subject matter hereof.
2. Paragraph headings in these Terms and Conditions of Service are for convenience only and shall not be taken into account in the interpretation hereof. Unless inconsistent with the context, an expression which denotes:
   • Any one gender includes the other gender;
   • A natural person includes an artificial person and vice versa;
   • The singular includes the plural and vice versa.
3. If any provision in a definition is a substantive provision conferring rights and imposing obligations on any party, notwithstanding that it appears only in this interpretation clause, effect shall be given to it as if it were a substantive provision of these Terms and Conditions.
4. References to days, months or years shall be construed as Gregorian calendar days, months or years.
5. When any number of days is prescribed in these Terms and Conditions, the days shall be reckoned exclusive of the first and inclusive of the last, unless the first or last day falls on a Saturday, Sunday or public holiday in which case the last day shall be the next succeeding day which is not a Saturday, Sunday or public holiday.
6. If there is a conflict of the meaning between the Terms and Conditions of Services, any policies, disclaimers, notices and rules of Truzo, these terms will prevail with regard to the Platform or Services.
7. The Agreement may be changed at any time by Truzo by mere notice of said changes to the Parties, including a notice on the Platform.
8. In the event that a Party is not in agreement with the newly amended Terms and Conditions of Service, it should notify the Platform in writing, cancel any existing active transactions and cease using the Platform.

Definitions

1. “AFS”: Means the Arbitration Foundation of Southern Africa.
2. “Agent”: A person or entity offering to broker a transaction between parties, and desiring to use the Platform in order to close such a purchase or sale. Also referred to as a “Broker”
3. “Approve”: Approve shall mean a Party agrees to the complete Transaction. Authorisation shall be irrevocably indicated by clicking the “I agree” / “Approve” button once for each transaction.
4. “Business Day”: Shall refer to the working days Monday to Friday between the hours of 8:00 a.m. and 5:00 p.m. Central African Time. It does not include South African national holidays.
5. “Buyer”: A person or entity desiring to purchase certain property and/or service from a Seller, by utilising the Platform for completing the purchase and/or transfer of value for goods and/or services.
6. “Completed”: The completion of the Transaction by the Buyer and Seller (and Broker/Agent when applicable).
7. “Dispute Date”: The date that the transaction is disputed on the Truzo Platform by either Buyer, Seller or Agent.
8. “Dispute Period”: Means 14 (fourteen) calendar days commencing on the Dispute Date.
9. “Effective date”: Means the date relating to and reflected in each transaction.
10. “Escrow Account”: Means the account held by Truzo which is an audited and secured account where all money from Truzo is held.
11. “Escrow / Allocated Funds”: Deposited Funds earmarked and reserved for the completion of a specific Truzo transaction.
12. “Escrowed Property”: Property of a Buyer / Seller which is subject to a transaction facilitated by Truzo as the Escrow service Provider
13. “Expected completion date”: Means the date of completion agreed to between the Parties.
14. “Fees”: Means the fees relating to the transaction, charges, purchase considerations and user fees for the use of the Truzo escrow services.
15. “FICA”: Means the Financial Intelligence Centre Act 32 of 2001 (as amended from time to time), including supporting Regulations, Directives and Guidance Notes.
16. “Fund”: This relates to an action that needs to be taken for a Party to pay/deposit funds for a specific transaction. The Party’s funds will be allocated and administered by Truzo.
17. “Inspection Period”: As defined in the Transaction Framework shall commence when seller confirms delivery.
18. “KYC”: Means “Know your Customer”. Truzo’s KYC procedures assist in ensuring the safety of all users and transactions by verifying the validity and accuracy of information provided by users, including the monitoring of all transactions and user behaviour in terms of FICA and related regulations;
19. “Law”: means South African Law in particular, but not limited to, the legislation referred to herein.
20. “Merchandise”, “Goods”, “Item(s)”, “Service(s)” or “Escrowed Property”: Work delivered or property of the Buyer or Seller, and where applicable an Agent, which is the subject of a Transaction.
21. “Party / Parties”: Any person who visits, logs on and/or registers on the Truzo Platform. “Parties” also collectively refers to registered users such as the Seller / Buyer (and Agent when applicable), Truzo, as well as all legal persons and other beneficiaries that are Party to the transaction including lawyers, consultants and the like.
22. “PASA”: Means the Payment Association of South Africa of which Truzo (Pty) Ltd is registered as Third Party Payment Provider (TPPP).
23. “Platform”: Means www.truzo.com, which offers secure online escrow services which comprises content, goods and/or or services, applications, apps and the like available through the Platform and any other marketing material of truzo.com.
24. “Subscription Fee”: Means the non-refundable annual subscription fee, upon registration, payable by all registered users (where applicable).
25. “Seller”: A registered user in the form of a person or entity offering goods or services for sale, and using the Platform in order to execute such sale.
26. “Services”: Means the Services which Truzo, as the Escrow service Provider, provides to a Buyer and Seller (and where applicable Agent), in respect of a transaction between the Buyer and the Seller and which includes safeguarding the Escrow funds in Truzo’s Escrow Account and releasing those funds to the Seller only when the Parties to the transaction agree that the conditions for the payment have been met
27. “Term”: These Terms and Conditions commence on acceptance and will continue until terminated.
28. “Terms and Conditions of Service”: Means these terms including terms of use and any other relevant terms including but not limited to disclaimers, notices and rules agreed to between the Parties.
29. “Transaction Dashboard”: A list of all Truzo Transactions on the Truzo platform in which the user is a Participant available in the User Administration System.
30. “Transaction Framework / Details”: The variables of the transaction as defined and agreed to by the Parties.
31. “Transaction Summary Screen”: Lists all details that make up the Transaction Framework including User Defined Terms and Conditions as specified by the Parties.
32. “Transaction”: The complete agreement and the agreed provision/s of goods and / or services between the Buyer and the Seller as agreed to between the Parties including the Terms and Conditions of Service, as well as, the terms stipulated by the Transaction Framework.
33. “Truzo”: refers to Truzo (Pty) Ltd (SA) and Truzo Ltd (UK).
34. “Truzo Instructions”: The entire Transaction as a complete escrow instruction.
35. “User Administration System”: An area of the Truzo system accessible only to authenticated users that contains user specific private and privileged information.
36. “User Defined Terms and Conditions”: The rules and stipulations of the transaction in plain language defined by the parties.
37. “Website”: Refers to www.truzo.com and the Platform housed thereon.
38. “www.truzo.com” are hereinafter collectively referred to as “www.truzo.com” and may be intermittently referred to as “Truzo”, “we” or “us”. Truzo has the following company details:
    • Truzo (Pty) Ltd – Registration number 2016/390144/07, Value Added Tax number: 4310280781.
    • Truzo Ltd – Registration number: 12528331, Value Added Tax number: 428144795.

Language

1. Communication of any kind, for any purpose shall be made in the English language and any party who requires interpretation to or from the English language for the purpose of making or receiving any communication, relating to these Terms and Conditions or the Terms of Use, shall be responsible for any of his/ her or its own respective costs in that regard.

Rights And Responsibilities Of Access

1. Truzo undertakes to provide a secure digital web and app-based escrow Platform for access to the Services by the Parties who are registered users thereof.
2. The Party authorises Truzo to act on any instruction given under their registered e-wallet account, irrespective of whether the instruction transpires from an unauthorised takeover or control of the account, unless the party has notified Truzo of the fraudulent instruction prior to Truzo acting thereon. Truzo will apply all reasonable measures, such as bank account verification, to ensure that payment instructions are only obtained from authenticated users and subsequently acted upon by Truzo. Truzo can however not accept any responsibility and/or liability for any loss incurred.
3. The Truzo Platform is accessible via secure log in only and unauthorised access thereto, whether coincidental, forced or accidental, is strictly prohibited and will be prosecuted to the fullest extent of the Law.
4. Parties using the Platform are responsible to keep their login credentials (username and password) confidential and if a user suspects that their login credentials may have been compromised the user must:
   • Contact Truzo immediately on +27 (0) 11 486 0692 / 0847.
   • Change their password immediately.
5. It is not safe to keep passwords on any devices.
6. By sharing user credentials with other persons, the Party transfers responsibility to maintain the integrity of their e-wallet account to themselves. Truzo cannot be held accountable or liable for loss that incurs from shared authorised access.
7. Truzo’s security and privacy policy shall further provide for security of the Platform, inclusive of both funds and personal information as required by the Protection of Personal Information Act 4 of 2013.
8. We are not responsible for any loss or damage you may suffer because someone uses your Password or your Device. We urge you to password protect your Device to protect against any fraudsters/hackers impersonating you.
9. Do not use any public Device, for example a computer at an Internet cafe. Public Devices are not safe because you do not know what software or hardware may be on them. For example, they may use spyware to find out numbers or passwords you type on a keyboard. These could be used to find information about your Profile and to defraud you or steal money.
10. If your Device is lost, stolen or not in your possession (you do not have it with you), you have lost your Password or you suspect that someone may have unauthorised access to your Password you must immediately use another Device to access Truzo and reset your Password or contact Truzo Support and we will reset your Password. We will not be responsible for any losses you may suffer because you did not notify us. We will not be liable for any loss or damages of any kind that may arise as a result of the unauthorized use of your Device or Password by someone else, either with or without your knowledge.
11. We will never send you a link to disclose your personal information. Please send an email to report phishing or any suspicious transactions.
12. Immediately inform us and your mobile network operator if your Device is stolen or if you believe you have been a victim of a SIM swap and report the incident to the police station.
13. Immediately change your email password and other Passwords if you suspect that your email address or other personal information has been compromised or your Device has been stolen.
14. You must keep your Device software up to date.
15. We do not guarantee or suggest that any file, download or application on Truzo is safe to use on any computer. We cannot guarantee that the system does not have software or data that can negatively affect a computer system, such as viruses, trojans and other malicious (dangerous) software.

Registration Process

1. All Truzo Users will complete the registration process, which will include the payment of a subscription fee in the amount as determined by Truzo, subject to change, payable via www.truzo.com payment options
2. By completing the registration process, the Parties confirm that no activity related to them and/or their Truzo Escrow Accounts will be, associated with anything fraudulent, unlawful or illegal.
3. The subscription fee will be subject to a detailed verification assessment, including KYC by Truzo’s internal team.
4. The subscription fee is non-refundable and non-transferable, irrespective of whether Truzo accepts / rejects the application to register a user.
5. By completing the user registration details on the Truzo registration Platform, the Parties authorise Truzo to perform third party verification of the Parties’ personal details, including their bank account information, to ensure that the information is valid, correct and corresponds with the information provided by the Parties at registration. Truzo reserves the right to reject and/or terminate a users’ registration and/or withhold payment until such details have been verified to the satisfaction of Truzo.
6. While all reasonable precautions have been taken by Truzo to ensure the safeguarding of personal information it holds from loss and misuse, and from unauthorised access, modification, disclosure and interference; Truzo is not responsible for any third party’s actions or their security controls with respect to information that third parties may collect or process via their websites, services or otherwise.

Use Of The Platform

1. Only registered Authenticated Users may use Truzo’s services;
2. Each Party is granted a limited, revocable license to use the Platform, upon notification of successful registration, subject to these Terms and Conditions of Service.
3. Any use of the Platform contrary to the provisions of these Terms and Conditions of Service, can only proceed with the written consent of Truzo.
4. Truzo reserves the right to deactivate and/or delete any account. In addition, Truzo reserves the right to reject any Party or deny the ability of any Party to open an account should Truzo be of the view that the account may be used for mala fide purposes and/or not within Truzo’s regulatory risk appetite. Due to regulatory restrictions, Truzo will not provide any reasons for such rejection, deactivation and/or termination of any account.
5. Any additional information and/or documents, required by Truzo, shall be provided by the Parties at Truzo’s request, such information including but not limited to:
   • Details of the transaction;
   • Description of the goods and/or services;
   • Terms and Conditions of Service including inspection arrangements;
   • KYC information and/or verification documents to enable Truzo to comply with FICA and related legislation;
   • Copies of contracts, photographs or other relevant documents;
   • Payment trigger events, obliging Truzo to perform its duties, which may include the following:
     • A Dispute has been initiated and the Parties could not resolve the Dispute within 5 days resulting in either of the parties initiating the arbitration process;
     • When Truzo has received the funds from the Buying Party;
     • The Party accepts the goods and/or services by clicking the “Release” button after the Seller has confirmed delivery of goods and /or services. Truzo will then release funds to the Selling Party, Agent and/or other approved beneficiaries that require payment; or
     • When the estimated completion date has been reached and there has been no action by the Buyer, despite an attempt by Truzo to reach the Buying Party.

Instructions And Deposit Of Funds Into Truzo’s Escrow Bank Account

1. Once the Buyer, Seller (and Agent when applicable) have agreed to a Transaction and both Buyer and Seller (and Agent when applicable) have Approved the Transaction by clicking the “Approve” button this Transaction shall be enforced as a Truzo Instruction and shall constitute a binding agreement between the Parties.
2. Approval of the transaction by both the Buyer and Seller, triggers an instruction for Truzo to execute the transaction. Should it become necessary to add a supplemental instruction(s), or to make any addition to, deletion from, or alteration to the Transaction Framework, all parties (Buyer, Seller (and Agent when applicable)) must confirm such change by approving such addition/ deletion/ alteration via the platform, by means of secure email or by a method mutually agreed upon by all parties.
3. Truzo reserves the right to reject any Supplemental Escrow Instructions and to terminate the Transaction as provided herein.
4. Truzo may accept instructions that are created, generated, sent, communicated, received or stored by electronic means and by attaching their Digital Identification.
5. The parties to the Transaction hereby agree to conduct the Transaction electronically and any deposits shall be made into the e-wallet via Truzo platform’s payment options. The parties acknowledge that by entering into the Transaction Escrow Instructions, they are able to electronically receive the Truzo Instructions, download the Truzo Instructions and print the Truzo Instructions.
6. Truzo shall not be held responsible and indemnifies itself, it’s directors and employees of all liability if the funds are deposited into the incorrect bank account and / or should the Buyer use the incorrect bank details.
7. Due to processing delays, payments made by credit card, debit card, EFT or instant EFT may not reflect as a payment into the e-wallet until the Business Day on which the funds are actually deposited into Truzo’s designated e-wallet account.
8. All Parties shall be notified, by suitable means, on Truzo’s receipt of funds into the Escrow account, and shall receive confirmation that the funds deposited are intended for the Seller upon the satisfaction of the relevant provisions of the Terms and Conditions of Service.
9. Truzo does not accept any cash deposits. The only forms of acceptable payments are via credit card, debit card, EFT or instant EFT.

Buyer’s Acceptance And Disbursement Of Funds

1. The Buyer will then make payment into the Escrow Account as in section 8 above and Truzo shall notify the relevant Parties of receipt thereof.
2. The Buyer shall select the “Release” button to instruct Truzo to release funds to the Seller/ Service Provider once the Buyer is satisfied with the delivery of goods and/or services by the seller/ service provider.
3. Truzo will then process the payment to the Seller/ Service Provider.
4. If the Buyer agrees to pay for any portion of the Escrow Fees, then the agreed costs shall be collected as Buyer’s funds and remitted to Truzo on completion of the transaction.
5. At the completion of the transaction, Truzo shall pay the Seller/ Service Provider the purchase price less any payment for fees and disbursements.
6. Truzo reserves the right but not the obligation to provide the Buyer with a written 48 hour notice (communicated electronically) if the inspection period has ended without the Buyer’s involvement. Once the inspection period has lapsed without any dispute being raised by either the Buyer / Seller (or agent as appropriate), Truzo reserves the right to automatically release funds held in escrow to the Seller/ Service Provider.

Transfer Of E-Wallet / Payment Of Funds Requests

1. The funds payment request, to the Seller/Users bank account, will be processed by Truzo within 24 hours during business hours, unless a different prior arrangement has been made.
2. Once the payment has been loaded, the relevant Interbank processing transfer times will apply.
3. Truzo will not be held liable for any delays between the banks which is outside of our control.

Buyer Dispute Process

1. During the Inspection Period, the Buyer may dispute the Transaction by clicking the “Dispute” button on the Platform and follow all other instructions to properly reject good(s) and/or service(s). Upon such dispute, Truzo will inform the Seller of the Buyer’s decision to reject and either return the goods whereby the Buyer agrees to promptly ship/transfer goods to the Seller within 5 (five) calendar days of formal dispute or allow the seller/ service provider to replace the goods/ update the service to the Buyer’s satisfaction and approval.
2. In the event that the Buyer disputes the transaction or rejects the goods in violation of other terms of acceptance and rejection, the Seller shall not be prohibited from pursuing any available right or remedy available under the applicable law against Buyer for breach of the Transaction.
3. The Buyer is aware that regardless of the reason for rejection, Escrowed Property must be returned to the Seller in order for the funds to be returned to the Buyer.
4. The failure of the Buyer to return the Escrowed Property within the specified time period will cause Truzo to automatically pay the Seller the purchase price.

Seller Dispute Process

1. The Seller may Dispute the timely return of the Escrowed Property only if the property is returned in a condition other than the condition it was in when first sent from the Seller to the Buyer.
2. Should the Buyer and Seller fail to reach an agreement during the Dispute Period, the dispute between the Parties may be referred to a third party process for a decision to be made, including but not limited to Arbitration.
3. If neither the Buyer nor Seller has filed for and/or given notice of the commencement of arbitration, within 5 days following the end of the Dispute period, and given acceptable proof of the commencement of arbitration to the non-filing party and Truzo, then the Seller shall be deemed to have waived any rights the Seller may have to return all or any portion of the purchase price, the Transaction shall terminate, and Truzo shall return the Buyer’s funds as provided herein.
4. Once all the costs have been paid, and funds have been disbursed, the escrow transaction shall be deemed cancelled, with no further obligation due by the Buyer, Seller, or Truzo (or Agent when applicable) under this Agreement or under the Transaction Escrow Instructions.

Cancellation

1. Once escrow funds have been deposited into the e-wallet, and in the event that the Seller fails to ship / transfer the goods within the required 10 (ten) day period or within any specified time period upon which the Buyer and Seller have mutually agreed, the Buyer may request a refund of the deposited funds held in the Truzo e-wallet.
2. When a transaction is cancelled as agreed upon by both Parties, the funds will be returned to the Buyer’s Truzo e-wallet. The Buyer will have the option to either withdraw the funds or allocate/fund another transaction. No fees will be charged on cancelled transactions.
3. In the event of a cancellation after the funds have been received, or rejection of goods and/or services, the Agent will not receive the commission unless otherwise stipulated in the Escrow Agreement.

Consumer Protection Act

1. “CPA” means the Consumer Protection Act 68 of 2008 and any regulations or guidelines published in terms of the CPA. If any provisions of this agreement are contrary to or conflicting with the provisions of the CPA, such provision in this agreement shall be null and void to the extent that it is inconsistent with the provisions of the CPA. The remainder of this agreement shall remain enforceable.

Indemnity

1. Users of Truzo’s platform agrees to indemnify, defend, and hold Truzo (and its subsidiaries, affiliates, agents, directors and employees) from any liability arising out of the following when using the Platform:
   • Any and all claims, actions, liabilities, damages, costs and expenses asserted against, imposed upon or incurred by the Buyer and Seller (and Agent when applicable) as a result of or arising out of any harm alleged or proven by any Buyer and Seller (and Agent when applicable) or other person contemplated in section 4(1) of the CPA, to the extent such harm was attributed to the gross negligence, negligence or intentional conduct of the Buyer and Seller (and Agent when applicable);
   • Any and all actions, liabilities, damages, costs and expenses asserted against, imposed upon or incurred by Truzo as a result of or arising out of any claim made against Truzo by the Buyer and/or Seller (and Agent when applicable) arising from the Buyer or Seller having supplied or returned Goods and/or services to the Buyer or Seller in breach of the warranties in Section 55 and 56 of the CPA, unless caused due to the gross negligent or intentional conduct on the part of Truzo; and
   • A failure by the Buyer and/or Seller (and Agent when applicable) to provide adequate instructions or warnings with the supply of goods and/or services regarding any hazard arising from or associated with the use of goods and/or services in accordance with the specifications of the Buyer or Seller (and Agent when applicable).

Limitation Of Liability

1. Other than to the extent provided for in this Agreement and the CPA, Truzo:
   • Makes no representations whatsoever and gives no guarantees against latent or patent defects in the goods or services. All conditions and warranties whatsoever in respect of the goods or services, whether flowing from statute, the common law or otherwise, are excluded; and
   • Shall not incur any liability or whatever nature for any injury, loss or damage to any person or property arising from the use of the goods and/or services.
2. Truzo shall be liable for the maintenance of the Platform and shall correct any fault/damage to the Platform where necessary and possible, within reasonable time.
3. To the extent permitted by applicable law, Truzo will not be liable for any indirect, incidental, special or consequential damages or losses of any kind (including loss of profits, loss of goodwill, damages relating to lost or damaged data or software, loss of use, damages relating to downtime or costs of substitute products) arising from the Agreement.
4. No damages and/or breach of agreement caused by circumstances beyond the control of the Party shall render that Party liable, these instances including but not limited to breakdown or failure of power supply, force majeure, errors on the side of the banks, internet fault or telecommunications faults, or any computer hardware or software faults.
5. Truzo does not warrant that the Platform shall be functional on an uninterrupted basis, be effective and/or complete and error free.
6. Use by any Parties of the Platform is at the sole responsibility and risk of said Party and Truzo expressly disclaims, to the extent allowed by law, all conditions, representations and warranties of any kind, whether express or implied, including warranties regarding no latent defects, merchantability, fit for a purpose, or warranties to third party services required, including software and Platforms of any kind.
7. Each Party is responsible for additional security of their systems whilst using the Platform and shall ensure that it has the correct permissions to act on the Platform.
8. The Buyer warrants that all funds deposited into the Truzo Escrow e-wallet account are not of illegal origin / resulting from illegal activity / for use in illegal activity. Truzo will not be held liable for any illegal activities of the Parties, and should Truzo become aware of said illegal activity, the authorities will be informed immediately.

Transactions Involving An Agent As A Party

1. A Buyer and Seller may complete a Transaction with or without an Agent. To the extent that any Broker may be involved in a Transaction, the Broker shall become a party to the Transaction and have rights under and/or through the escrow Transaction only if the Broker is an identified Broker on the particular Truzo Transaction and the terms of the brokerage are fully set and provided for in the Escrow Agreement.
2. If either Buyer or Seller has any independent relationship, obligation or duty of any kind with any other broker or a third party Broker, such other or third party broker has no rights under and/or through the Transaction or from Truzo.
3. It is the sole and independent obligation and duty of the Buyer or Seller who has any independent relationship with any other or third party Broker to satisfy all obligations to such other or third party Broker. At no point will Truzo be liable to satisfy these obligations, which fall outside the provisions of the Escrow Agreement which will be agreed to between the Buyer and/or Seller and the Broker.
4. The Broker will initiate the Transaction providing the Buyer and Seller email addresses and shall give instructions as to any restrictions on access to Buyer or Seller contact information. In the event the Broker restricts any information, the Buyer and Seller information may remain anonymous until such time as Truzo secures the Buyer’s funds. Once the Buyer and Seller agree to the Transaction, including the agreement to the Broker’s commission, the Buyer will be prompted to send payment to Truzo via Truzo’s approved payment methods.
5. After Truzo secures and verifies funds, Truzo will instruct the Seller thereof and to transfer the goods and/or services as per the escrow agreement to the Buyer:
   • When the Buyer has confirmed their receipt of the goods and/or services, the Inspection Period shall begin.
   • Upon the Buyer’s acceptance or the Inspection Period expiring, Truzo will disburse funds to the Seller and the Broker per the Escrow Agreement.
6. In the event of a cancellation after funds have been received from the Buyer to fund the transaction, due to rejection of merchandise/ service provided per the terms of the escrow agreement, the Broker will not receive the commission unless otherwise stipulated in the Escrow Agreement.

Dispute Resolution

1. The dispute process detailed here does not relate to a dispute between a Transacting party and Truzo. A dispute between a Transacting party and Truzo will be dealt with separately under the complaints procedure.
2. Disputes between Truzo Transacting parties (Buyer or Seller) are not under the control of Truzo. Truzo shall be duty bound to follow the payment instructions of a Transacting party in making payment to the other Transacting party and of the Arbitrator if a dispute has been invoked between Transacting parties.
3. You agree that should there be any dispute between the Transacting parties over payment of the Transaction Amount, and that dispute cannot be resolved between the Transacting parties, then either of the Transacting parties may call for Arbitration of the dispute as agreed by the Transacting parties under the Truzo Terms & Conditions of Service.
4. A dispute about or from these Terms and Conditions of Service shall be resolved by:
   • Negotiation between the Transacting parties, failing which,
   • Arbitration, under the rules of the Arbitration Foundation of South Africa (‘AFSA’).
   • You agree that any such arbitration will take place under the terms hereby detailed.
5. Once a dispute between transacting parties has been referred for arbitration, both parties need to acknowledge the Dispute Terms and Conditions and associated Arbitration costs.
6. Both Transacting parties will be instructed by Truzo to pay the Truzo Dispute Management Resolution Fee Reserve via the Truzo platform and held safely in escrow.
7. From the time the first Transacting party’s dispute fee is received by Truzo, the other Transacting party will have a set number of 5 working days for their dispute fee to be received by Truzo. These funds need to received and cleared in Truzo’s bank account. Should the dispute fee not be received within this time, then it is agreed that this non-payment is taken as an admission of liability by the non-payer and that the payment is due in full to the other party. Payment of the full transaction amount currently held will be immediately paid to the other party, together with a refund of the Arbitrator fee that has been paid, less any Truzo fees and Merchant Fees, the Transaction shall thereby end.
8. Truzo, at its sole discretion, may extend the time limit in the paragraph above, if there is a justifiable and rational reason that in its opinion meant that the time limit was not appropriate under the conditions that occurred. Truzo shall be under no obligation whatsoever to do so, and regardless of conditions that occur may choose to apply the time limit initially set for the parties.
9. Truzo will assign an Arbitrator to the dispute case.
10. Once Truzo confirms that the Arbitration Fees have been received by both parties and are being held in escrow, they will give the Arbitrator 48hours to accept the instruction to be the Arbitrator for the disputed case. Should the Arbitrator decline, then Truzo will assist to appoint a new Arbitrator within a reasonable time and get the necessary acceptances.
11. The Arbitrator will conduct the arbitration without undue delay, bearing in mind that money must ultimately be paid to at least one of the Transacting parties and until such time a decision is made by the Arbitrator then that Transacting party(s) is suffering a loss of liquidity. The arbitration is to be run at no cost if possible and equitable, or at minimal cost that retains fairness in adjudication. Wherever possible, correspondence and evidence by the Transacting party to the Arbitrator, and visa-versa, will be by email.
12. The assigned Arbitrator will have 5 working days from date of acceptance to provide the parties and Truzo with an outcome. Truzo would like to support the resolution in a timely manner, ensuring that your money is not unnecessarily tied up awaiting the Arbitrator’s outcome.
13. An Arbitrator must conduct any arbitration fairly and it is the intention that an innocent party bears no net cost for the arbitration procedure, although the Arbitrator is free to split the costs of the arbitration procedure in an appropriate manner between the Transacting party as the Arbitrator sees fit if either/both Transacting parties are innocent parties or both Transacting parties bear some responsibility for the dispute.
14. Where costs are necessarily incurred by the Arbitrator in arbitrating the case in a fair manner, these must be kept to a minimum and must be proportionate in consideration to the amount being arbitrated.
15. Arbitrator fees are only payable by Truzo to the Arbitrator once Truzo has received the final outcome of the Dispute from the Arbitrator.
16. The Arbitrator will attempt to reach a decision quickly in the circumstances and without unreasonable delay, and shall take steps to try and ensure that any Transacting party does not unduly delay the Arbitration process.
17. Unless agreed in writing by the Arbitrator and both Transacting parties, all Arbitration proceedings shall be in English.
18. There shall be no appeal to the decision of the Arbitrator, and the Arbitrator’s decision will be final.
19. The Arbitrator will keep receipts for all expenses carried out, and a copy of these receipts shall be provided to a Transacting party or any succeeding arbitrator, on request.
20. Truzo is not responsible for the actions, decision or conduct of the Arbitrator. Expenses of Arbitration are carried out by the Arbitrator in his role as Arbitrator of the dispute between the two Transacting party and not on behalf of Truzo.
21. The Arbitrator shall take all evidence provided into account in making a ruling.
22. The Arbitrator is free to award payment in full to either Transacting party. If the Arbitrator finds it more appropriate, the Arbitrator is free to divide the Transaction Amount and award a part to each Transacting party. Since all arbitration expense amounts are doubly paid, once by each Transacting party and held safely by Truzo in escrow, the Arbitrator will advise Truzo how to split the return of one set of arbitration expense amounts between the two Transacting parties, or in full to one Transacting party if more appropriate.
23. The Arbitrator, as part of his/her arbitration, will advise Truzo to return one set of expenses to the appropriate party (or split the amount between the parties if he feels this to be more appropriate).
24. The Arbitrator may decide that not enough time has elapsed to yet be able to ascertain whether the transaction conditions have been met or not, and that more time is needed to conclude the transaction. If that is the case then the Arbitrator may close the dispute case. Truzo will now return back to the state that the transaction was in immediately before arbitration was requested, and party can continue with the process, fund and release the payment ensuring that the transaction conditions have been met or then call for new arbitration.
25. Should both parties object to the use of a specific Arbitrator and request a new Arbitrator, then we need the request in writing, with acceptable reasons why the assigned Arbitrator is not suitable. A new Arbitrator can be assigned, which will entail additional Arbitration costs and the dispute resolution process will then re-start again.
26. For transaction amounts Under R3,000,000.00 Truzo will facilitate the Dispute Resolution process with an independent Arbitrator.
27. For transaction amounts Above R3,000,000.00 this value exceeds Truzo’s Dispute Resolution threshold, we will provide you with a list of Truzo’s Panel Arbitrators to select from and we recommend that you liaise directly with the Arbitrators Foundation of Southern Africa (AFSA) to help you resolve your dispute.

Applicable Law

1. Any dispute arising out of this Agreement, its interpretation or implementation shall be determined by the South Gauteng High Court, Johannesburg in accordance with South African Law.

Integrated Affiliate

1. In the event that an entity’s site is integrated to the Truzo platform, in whole or in part for the purpose of data transmission, that entity shall be considered an integrated affiliate (“Integrated Affiliate”) and shall automatically be deemed to agree to the terms set forth in these terms and Conditions of Service, Transaction Detail Screens effective when the terms pass from Integrated Affiliate’s site (and Agent’s site when applicable) to the www.truzo.com site; General Escrow Instructions, the Terms and Conditions of Service, the Transaction Escrow Instructions and any Supplemental Escrow Instructions effective when a transaction is agreed to, thereby attaching a Party’s Digital Identification thereto.

Time Limits

1. Should the Truzo website or our services be unavailable, or if the Buyer and Seller (and Broker when applicable) jointly desire to extend the Buyer Inspection Period or the Seller Inspection Period, then the transacting parties may do so by editing the transaction using Truzo’s transaction edit functionality. Truzo will provide prompt email and/or sms notifications of any transaction edits extending the Inspection Period to all the transacting parties.

Timing Of Payment

1. All Escrow Funds due to the Buyer and Seller (and Agent when applicable) shall be paid as soon as possible following the Buyer’s acceptance, Seller’s acceptance, or the resolution of a dispute.
2. In the event that the Buyer makes any form of overpayment, Truzo shall reimburse the overpayment upon the Close of Escrow into the Buyer’s Truzo wallet. In the event that the Buyer or Seller (and Agent when applicable) is overpaid for any reason, the Buyer and Seller (and Agent when applicable) agree to promptly return the funds to Truzo.
3. The Buyer and Seller (and Agent when applicable) shall also hold Truzo harmless from any loss that may arise due to any foreign currency conversion.

Method Of Payment

1. There are 4 payment methods, namely: credit card, Truzo wallet, manual electronic funds transfer (EFT) and instant electronic funds transfer (EFT). Should a Transaction be cancelled, cancellation fees may be charged depending on the method of payment used.
2. Truzo uses reputable credit bureaus or any company Truzo sees fit to verify the registration details of the Parties. In order to receive a payment from Truzo into a specified bank account the Buyer and Seller (and Agent where applicable) agree to confirm whether any of their KYC information has changed since date of subscription and if applicable, agree to the verification of such updated information, whether through electronic verification or the provision of documentation to Truzo.
3. Truzo reserves the right to withhold payment until such time as comprehensive and conclusive KYC verification has been performed, or otherwise as instructed by authorities.

Finality Of Payment

1. Upon any payment or other disposition of the Escrow Funds, the Transaction shall be deemed closed and final with no further obligation on the part of the Buyer, Seller, (and Agent when applicable) or Truzo.
2. If after a Transaction is closed and Truzo has distributed proceeds, a Buyer (and Agent when applicable) who has made a payment with a credit card instructs a credit card company to stop payment or make a charge back so that Truzo does not receive the payment from the credit card company or the previous credit from the credit card company is reversed or “charged back”, said action by Buyer (and Agent when applicable) is deemed to be a material breach of this agreement.
3. Truzo reserves the right to prosecute such action to the fullest extent of the Law.

Escrow Funds And Fees

1. All Escrow Funds shall be deposited into an e-wallet account.
2. Interest on any monies held in Escrow will accrue to Truzo. Any such interest earned, or benefits provided, belongs to Truzo and Truzo will not be liable to any Party for any imputed interest or benefit received on such funds.
3. If the Buyer or the Seller experiences an unexpected extended period before the finalisation of a transaction, the Buyer or Seller may request in writing an instruction to have Truzo place the funds into an interest-bearing account for the benefit of the Buyer or the Seller, such request being approved or rejected at the discretion of Truzo.
4. All fees payable exclude any tariffs, levies, rates, tax (namely value added tax and other taxes levied in any jurisdiction), duty (including stamp duty) and any other applicable fees.
5. The Seller is responsible for declaring the goods and their value for customs procedures whilst the Buyer is responsible for any duties, customs fees or other charges resulting from an international transaction. These additional fees will be included in the purchase price.
6. The Parties agree that Truzo’s fees can be paid by either the Buyer, the Seller, and/or their Agents or split between them:
   • If it is agreed that the Buyer is to pay the fees, the fees will be added to the amount that the Buyer must deposit in the transaction;
   • If it is agreed that the Seller is selected to pay the fees, the Fees will be deducted from the amount held in the Escrow Account before release;
   • If it is agreed that the agent of the Buyer / Seller is to pay the fees, the fees will be deducted from the amount held in the Escrow Account relating to the Agent’s Commission before releasing payment of the Agents Commission; or
   • If it is agreed that the fees are shared, the fees added to the amount to be deposited by the Buyer or the amount deducted from the money to be held in the Escrow account, will be shared in the ratio agreed to by the transacting Parties.
7. Beneficiaries, agents and brokers shall be allocated amounts as per agreements between the Parties.

Unclaimed Funds

1. As permitted by Law, Parties who have registered with Truzo that have an amount of money left in their Escrow Account/ Wallet with Truzo for a up to 12 months shall be compelled to withdraw the funds before the end of 12 months.
2. To the extent permitted by the law, the Party which has unclaimed funds in the escrow account which (after 12 months will be transferred to the suspense account), will be charged a suspense account administration / holding fee which will be deducted directly from the funds.

Termination

1. The Agreement embodied in the Terms and Conditions of Service terminates if the Truzo Platform is discontinued.
2. The agreement shall terminate in the event of a breach thereof and the Parties agree that Truzo may, to the extent permitted by applicable law and without prejudice to its rights in the Agreement or in law, deactivate or delete a Party’s account, terminate access to or use of the Platform, or cancel the Agreement with the Party immediately on written notice and claim damages and/or specific performance from the Party (including, any claim for any Fees already due).
3. Truzo may cancel and/or terminate the Agreement on written notice to the breaching Party, in the event that the Party:
   • Commits a breach of any applicable law or faces any legal action, including the breach of any law by the mere transfer of the Escrow Funds;
   • Fails to pay any amount due and fails to remedy the breach within a reasonable time of having been called on in writing to do so;
   • Is provisionally or finally liquidated or placed under administration;
   • Commits infringing acts of third party property;
   • Effects or attempts to affect a compromise or composition with its creditors; or
   • Commits a breach of the Agreement.
4. Termination or cancellation of the Agreement shall not affect the enforceability of Terms and Conditions of Services intended to survive the termination of this Agreement.
5. Termination or cancellation of a transaction, all amounts due to Truzo for services rendered prior to termination will become due and payable immediately. Similarly, any amount that owing to a party shall be paid or refunded to that party.

Prohibited Conduct

1. The following conduct by any Party shall be unlawful and amount to a breach of the Terms and Conditions of Service:
   • Unlawful, harmful, threatening, abusive, defamatory, harassing and invasive conduct including invasion of a third party’s privacy, or harm minors in any way;
   • Fraudulent conduct of any kind, including impersonation, misrepresentation and deception;
   • Harassment and intimidation of any kind;
   • The use of Malware and the infringement of third party intellectual property of any kind;
   • Attempts to gain unauthorised access to the Platform or engage in any activity that disrupts or diminishes the quality of the Platform; or
   • Unauthorised use of the Intellectual Property of Truzo on and to the Platform.
2. Truzo shall make the relevant authorities aware of any suspicious or illegal activity on the Platform and shall utilise all legal remedies available in this regard.
3. Truzo has a zero-tolerance approach and strictly prohibits transactions which relates to, whether directly or indirectly:
   • A Party that refuses to provide sufficient information or documentation to demonstrate compliance with legislation and/or internal practices;
   • A Party with a confirmed history/background for participating in financial crime or any other illegal activity;
   • Casinos, gambling/betting establishments, and other similar entities that are not officially authorized and/or regulated;
   • Any illegal goods and/or services or is for any illegal purpose
   • Any munitions or firearms;
   • Any illegal drugs or controlled substances;
   • A Party who is known or suspected to derive their wealth from such illegal businesses.
   • A Party that would expose Truzo to reputational, operational and legal risks due to non-compliance with financial crime and related legislation;
   • A Party subject to any economic sanctions, including but not limited to the United Nations, United Kingdom, European Union, the United States or other applicable sanctions regime

Intellectual Property

1. All rights, title and interest in all intellectual property, including but not limited to patent rights, copyright, trademarks, know-how, designs, trade secrets, confidential information in, to or on the Platform, whether registered and/or unregistered, are the sole property of or will vest in Truzo whether as the bona fide owner thereof and/or the Registered Licensee of the Intellectual Property.
2. Any moral rights in and to Intellectual Property developed for and on behalf of Truzo are waived by the author/developer thereof.
3. Any trademarks, logos, trade names and the like are the sole property of Truzo and the relationship between Truzo and the Parties does not constitute a license and/or authority to utilise Truzo’s logos in any manner, without written permission.
4. The Intellectual Property of the Platform shall not be infringed by any Party, including but not limited to reverse engineering of the Platform and any related software; reproduction, adaptation and copying of the Platform and any related software and the unauthorised distribution of copies or adaptations of the Platform and any related software.
5. You may only use Truzo in line with and for the purposes set out in these Terms only and for no other purposes.
6. Your licence to use Truzo and the Intellectual Property in it will start when you register for Truzo and will carry on until your licence ends in line with these Terms.
7. You may not in any manner exploit Truzo and any Intellectual Property in it for commercial gain of any nature.
8. You may not copy, adapt, modify, alter, de-compile, reverse engineer, attempt to derive the source code of, create derivative works of, or otherwise attempt to reproduce the platform, the Intellectual Property in it, its content, its design, any updates to it, or any proprietary features in or to it, or any parts of it.
9. You must not establish a hyperlink, frame, metatag or similar reference, whether electronically or otherwise, or any other reference to the platform.
10. You indemnify us against all actions, claims, costs, demands, expenses and other liabilities suffered or incurred by us as a result of any claims initiated and/or instituted against us relating to your unathorised use of Truzo and/or any Intellectual Property Rights in it.
11. Any act of infringement shall be prosecuted to the fullest extent of the Applicable Law.

Confidentiality And Privacy

1. Confidential information of Truzo and the Parties, including transaction information and/or client information shall be treated as confidential and shall not be divulged to any third party unless required by Law, including divulging personal and transaction information to the Arbitration Foundation of South Africa (AFSA) in the consideration of a matter.
2. The privacy of each Party’s personal information is respected and the use of data provided shall be used and disclosed under limited circumstances, for the main purpose of completion of the transaction.
3. Data and personal information are collected by use of the Platform by the Parties, of major status, browsing by the Parties and data collected by Parties registered on the Platform. Truzo may dispatch messages and/or promotional correspondence to the Parties, and may utilise cookie information to provide a tailored website.
4. Truzo shall never sell any customer information or transaction information to any third party for any reason whatsoever.
5. Truzo applies advanced security measures, including secure server environment hosting, to protect the personal information and transaction information under its control and all information is safe and secure. All unauthorised use of the Platform and access to the personal information and transaction information shall be a violation in terms of the ECT act and shall be enforced, and all communication over the Platform may be intercepted, monitored, blocked and filtered if so required.
6. All personal information and transaction information can be amended on notification to Truzo.
7. Truzo is not responsible for, gives no warranties, nor makes any representations in respect of practices of linked or any third party web sites.
8. Truzo may transmit or transfer Personal Information across borders and outside the jurisdiction of the Party/Parties. Personal Information may be processed by Truzo in the country of collection.
9. You consent to us collecting your Personal Information from you and where lawful and reasonable, from public sources for credit, fraud and compliance purposes, as well as the purposes set out below.
10. If you give us Personal Information about or on behalf of another person (including, but not limited to beneficiaries), you confirm that you are authorised to:
    • (a) give us the Personal Information;
    • (b) consent on their behalf to the Processing of their Personal Information, specifically any cross-border transfer of Personal Information into and outside the country where the products or services are provided; and
    • (c) receive any privacy notices on their behalf.
11. You consent to us Processing your Personal Information:
    • to provide products and services to you in terms of these Terms and any other products and services for which you may apply;
    • to carry out statistical and other analyses to identify potential markets and trends, evaluate and improve our business (this includes improving existing and developing new products and services);
    • in countries outside the country where the products or services are provided. These countries may not have the same data protection laws as the country where the products or services are provided. Where we can, we will ask the receiving party to agree to our privacy policies;
    • by sharing your Personal Information with our third-party service providers, locally and outside the country where the products or services are provided. We ask people who provide services to us to agree to our privacy policies if they need access to any Personal Information to carry out their services.
12. We may also use your Personal Information to:
    • send you technical notices, updates, security alerts and support and administrative messages;
    • respond to your comments, questions and requests;
    • communicate with you about products, services, offers, promotions, rewards and events offered by us, and provide news and information we think will be of interest to you;
    • personalise and improve the services we provide you;
    • meet the requirements of any applicable law, regulation or legal process;
    • provide you with customer support when things go wrong;
    • provide you with processing and tracking information regarding your transactions;
    • improve and build features and services you or other users may want.
13. You will find our practices in our privacy policy. The privacy policy is available on Truzo’s website or on request.
14. If you are unsure about your tax or legal position because your Personal Information is Processed in countries other than where you live, you should get independent advice.

Cession And Assignment

1. No Party may cede or assign its obligations and/or rights under the Agreement, in whole or in part, unless agreed in writing with Truzo.

Notices

1. All notices, authorisations, disclosures, acknowledgements, and requests must be sent by hand, prepaid registered post, courier, facsimile, or electronic mail to the addresses and numbers provided on the Platform.
2. Each party chooses its addresses and numbers provided on the Platform as its domicilium citandi et executandi for all purposes.
3. Each party may change the addresses and numbers provided on the Platform, by notice to the other Party and to Truzo.
4. Notice will be deemed delivered on the date shown on the by hand, prepaid registered post, courier, facsimile or electronic mail confirmation of delivery.
5. If a notice is actually received by a party, adequate notice will have been given.