Terms and Conditions – Online Reg

 Please read these terms and conditions carefully.

These terms and conditions set out the rights and obligations of you, the client, and us, the Attorneys, in connection with your use of the Service. All the terms and conditions of this agreement are legally binding, so please read them through carefully before you agree to be bound by them.

This agreement:

1. Replaces all earlier terms and conditions relating to the Service (if any) except where we advise you otherwise;

1. Is in addition to the terms and conditions that apply for our other services that we provide and that you may be accessing through this platform or directly with us. If there is a conflict between the terms and conditions of this agreement and any other relevant terms and conditions, the terms and conditions of this agreement will prevail in as far as online registrations of companies and formation trusts are concerned ; and

1. Relates to

• company formation and update instructions from you to us,
• trust formation and update instructions from you to us.

In the last section of this agreement, you will find definitions of some of the words and phrases used in these terms and conditions.

SERVICE SCOPE

• • By agreeing to be bound by the terms of this agreement, you agree that the Service will be available to you online and that by submitting the forms to us you would have given us instruction to proceed to attend to the Service on your behalf.
  • By agreeing to be bound you allow us to contact you on the contact details provided on the Service for clarifications that may be required for us to provide the Service.

USER GUIDANCE AND AUTHORITY TO US TO CARRY OUT INSTRUCTIONS

• • User Guidance on the Service will be made available to you in the “Frequently Asked Questions” sections of the Service. User Guidance will cover (among other things), how to access and operate the Service, what things you can and cannot do with the Service, and the time it usually takes to carry out particular types of transactions. You must follow all relevant User Guidance whenever you access and operate the Service.
  • We may inform you from time to time about changes to the way you should access or operate the Service. You must observe all such changes when accessing or operating the Service.
  • Your giving of instructions via the Service
    • You agree that when you give to us an instruction via the Service, we are deemed to have received or executed the instruction only when you have received our confirmation that we have received or executed that instruction.
    • You are solely responsible for ensuring the accuracy, adequacy and completeness of all instructions given by you via the Service. We are not obliged to verify the accuracy, adequacy and completeness of your instructions. Without limiting the scope of anything in section 8, we will not be liable for any loss or damage to you as a result of your instructions being inaccurate, inadequate or incomplete in any manner;

OPERATING TIMES, CHANGES AND DISRUPTIONS

• • The Service will usually be available for use at the times given in the User Guidance or at other times notified to you. You accept, however, that routine maintenance requirements, excess demand on the systems and circumstances beyond our control may mean it is not always possible for the Service to be available during its normal operating hours.
  • In connection with the Service, we are entitled at any time to:
    • change the mode of operation; or
    • add to, remove or otherwise change, end or suspend any of the facilities available; or
    • end the Service.
  • If we decide to change or end the Service, we will try to give you 30 days’ notice or whatever shorter period of notice may be reasonable in the circumstances.

THE EXTENT OF OUR LIABILITY FOR YOUR LOSS OR DAMAGE

• • We will take reasonably practicable steps to ensure that our systems in connection with the Service are installed with adequate security designs and to control and manage the risks in operating the systems, taking into account any law, rules, regulations, guidelines, circulars, codes of conduct and prevailing market practices which may be applicable to us from time to time.
  • We will not be liable for any loss or damage to you as a result of making the Service available to you, including any direct, indirect, consequential or special loss, even if we have been advised of the same. Examples of circumstances in which we will NOT be liable to you for loss or damage resulting to you through the use of the Service include (but are not limited to):
    • acting on an instruction which has been validly authenticated as coming from you but which in fact was given by somebody; and
    • any incompatibility between Your System and the Service; and
    • any machine, system or communications breakdown, interruption, malfunction or failure, industrial dispute, failure or fault of any Internet service providers, telecommunications or SMS service providers or operators, or their respective agents and subcontractors or other circumstances beyond our control that leads either to the Service being totally or partially unavailable or delayed, or to instructions given via the Service not being received, authenticated, accurate, correct or acted upon promptly or at all.
  • You shall indemnify us, our employees and our nominees or agents promptly and on a full indemnity basis from or against all actions, omissions, negligence, proceedings, claims, demands, damages, losses (including direct, indirect or consequential losses), costs and expenses including all duties, taxes, or other levies and legal costs as between solicitor and client (on a full indemnity basis) and other liabilities which we may incur or suffer from or by reason of your use of the Service.

IF YOU BREAK A TERM OF THIS AGREEMENT
You must compensate us for any loss we suffer as a result of your breaking any term of this agreement.

ABOUT OUR CHARGES

• • We are entitled:
    • to charge you fees and charges for the Service; and
    • to change those fees and charges from time to.
  • To avoid any doubt, please note that the references to fees and charges in section 6.1 only apply to our charges for providing the Service. They do not apply to any charges for other particular legal services we might provide in response to your requests via the Service. We will be happy to provide you with details of our charges for other particular legal services on request.

OUR RIGHT TO MAKE CHANGES TO THIS AGREEMENT

We have the right to change the terms of this agreement at any time by giving you notice either in writing, by placing prominent notices at our offices or by sending you a message via the Service.

THE VALIDITY OF THE TERMS OF THIS AGREEMENT

• • If any one or part of the terms of this agreement proves to be legally unsound or unenforceable in any way, this will not affect the validity of the remaining terms.
  • We believe the terms of this agreement are fair. If any one or part of them proves to be not legally valid because it is unfair or for any other reason, we are entitled to treat that term as changed in a way that makes it fair and valid.
  • If we relax any of the terms of this agreement once, this may be on a temporary basis or as a special case only. Such relaxation will not affect our right to enforce that term strictly at any other time.

THE LAW GOVERNING THIS AGREEMENT

This agreement is governed by the laws of Zimbabwe. Both parties agree to submit to the jurisdiction of the Zimbabwe High Courts in connection with any dispute. This does not affect our right to pursue our remedies in the courts of any other jurisdiction which is appropriate.

DECLARATION OF THE SETTLOR OF A TRUST

 In the event that the Settlor is instructing us to form or update a Trust, they make the following Declaration;

• I/We the undersigned being the Settlor(s) of the proposed Trust confirm that I/we understand and acknowledge that ChimukaMafunga Commercial Attorneys (‘CMCA’) may be requested to disclose our identity and provide information and release documentation relating to the verification of my/our identity(ies), address(es) and good standing and those of the Trust beneficiaries to the Bank, Deeds Registry Office, or any authority (as the case may be), I/we hereby confirm that I/we consent to the disclosure of such information in respect of myself /ourselves and my/our minor children for the purposes of registering such Trust, provided that is in the pursuance of business or operational activities of the trust.
• I/we understand that separate authority may be required from third parties for the release of their own personal information and that such cases will be dealt with on an individual basis.
• I/we confirm that I have taken appropriate legal and tax advice with regard to the establishment of the Trust and acknowledge that it is my/our responsibility to obtain legal and tax advice before transferring any assets to the Trust and to review such advice on a regular basis to ensure it is appropriate to my/our personal circumstances.
• I/we hereby confirm that I have not, and none of the named beneficiaries nor any Trust holding, a beneficial interest has, in any part of the world been declared bankrupt/insolvent or has a director or otherwise concerned in the management of any company or trust which has been subject to insolvent liquidation or been the subject of judicial enquiry or has been disqualified from acting as a director in any jurisdiction.
• I/we as Settlor(s), declare that I am/we are solvent and not intent to defeat foreseeable creditors
• I/we the undersigned being the Settlor(s)of the proposed Trust declare that the particulars and information provided in this form are accurate and complete to the best of my/our knowledge and belief. I/we understand that receipt of this order form by CMCA does not imply acceptance and that the Trust will be established only after the business acceptance policies and procedures put in place by CMCA have been satisfied.
• I/we hereby confirm that I/we are the sole owner(s) of the assets to be transferred to the Trust and that such assets are free from encumbrances and are not subject to any third party claims or rights.
• I/we confirm that I/we have read and will abide by the Mandate and Terms of Business or such other new Terms of Business as may, from time to time be communicated to me/us by CMCA.

DEFINITIONS : THE MEANING OF SOME WORDS AND PHRASES USED IN THIS AGREEMENT

Some words and expressions used in this agreement have particular meanings as follows:

Business Day means a day (other than Saturday, Sunday or a public holiday) on which our firm is open for business in Zimbabwe.

Service means the services provided by us which enable you to obtain information from us and give instructions to us by computer, telephone, mobile telephone, personal digital assistant or other device linked to our system by any means (among other things).

Service Software means any software supplied to you whenever you access the Service and any other software we supply to you for the purpose of accessing the Service from time to time.

Data Privacy

Unless restricted by applicable laws, you agree that any and all personal information/data relating to you collected by the Firm from this website may from time to time be used and disclosed for such purposes and to such persons as may be in accordance with the Firm’s prevailing Privacy Policy as amended from time to time.