Refunds

Overview

This website is operated by Neuro Thinking 360°. Throughout the site, the terms “we”, “us” and “our” refer to Neuro Thinking 360°. Neuro Thinking 360° offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content. Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.

Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

1. Definitions

1.1. In these terms and conditions:

1.1.1. “The goods” means any goods, including software and or warranties delivered electronically, and services as indicated on any forms, price lists, quotations, orders, or invoices of Neuro Thinking 360° or supplied by Neuro Thinking 360°.

1.1.2. “Customer” means the legal or natural person purchasing any goods from Neuro Thinking 360° or supplied any goods by Neuro Thinking 360°.

1.1.3. “ESD” means Electronic Software Delivery.

1.1.4. “Vis Major” means any event that is outside of Neuro Thinking 360°’s reasonable control including but not limited to: any national state of disaster or other circumstances impacting the availability of the goods as required by Neuro Thinking 360° and within the times required by Neuro Thinking 360°, or preventing the free supply of goods or free movement of people or goods; pandemic; war (declared or not); terrorism; robbery or theft; hi-jacking; civil unrest; loss of warehousing; fire; explosion; strikes; lockouts; international restrictions; any actions of government (foreign or local); the inability of the vendor / manufacturer to meet an order of Neuro Thinking 360° within usual and / or required time frames for any reason; or the inability or failure of the vendor / manufacturer to supply or deliver the goods to in South Africa within usual and / or required time frames for any reason.

1.1.5. Neuro Thinking 360° has committed to protecting the Customers PI and to complying with the Protection of Personal Information Act 4 of 2013 (“POPI”) and all other applicable legislation.

1.1.6. For purposes hereof the terms “Personal Information” (or PI) and “Processing” have the meanings given in POPI. “Process” and “Processed” shall be defined with reference to Processing.

2. Prices and Quotations

2.1. Where no quote is issued, the price of the goods shall be the price as set out in the price lists published by Neuro Thinking 360° at the time that the order is accepted or, where there is no published price, then the usual price charged by Neuro Thinking 360°. Neuro Thinking 360° reserves the right to change prices and price lists from time to time.

2.2. Prices quoted are valid for a period of twenty-four (24) hours from date of quote, and are subject to the conditions below:

2.2.1. The terms and conditions as set out in this agreement shall apply, to the exclusion of all of the Customers’ terms, in respect of all transactions concluded between Neuro Thinking 360° and the Customer and shall apply to all quotations issued by and all orders processed by Neuro Thinking 360° and to the supply, sale and delivery of all goods or services by Neuro Thinking 360°, including delivery by ESD.

2.2.2. The placing of any order for goods shall be deemed and is agreed to constitute agreement to these terms and conditions and to the provision of the POPI Act Consent. For more information please see https://neurothinking360.com/popi-act/

2.2.3. Foreign Exchange: prices quoted are subject to foreign currency fluctuations.

2.2.4. In the event that the Rand fluctuates against the applicable foreign currency from the date of the quotation and the date on which the Customer’s Purchase Order is accepted by Neuro Thinking 360°, Neuro Thinking 360° reserves the right to re-quote and Neuro Thinking 360° reserves the right to increase the price of such goods in accordance with the Exchange Rate increase.

2.2.5. In the event of the shipping, airfreight or other transportation costs increasing between the date of the quotation and the date on which the Customer’s Purchase Order is accepted by Neuro Thinking 360°, Neuro Thinking 360° reserves the right to increase the price of such goods in accordance with the cost increase.

2.2.6. In the event of a manufacturer’s price being increased between the date of the quotation and the date on which the Customer’s Purchase Order is accepted by Neuro Thinking 360°, Neuro Thinking 360° reserves the right to increase the price of such goods in accordance with the manufacturer’s price increase.

2.2.7. A purchase order or order placed against a quotation is deemed to be and shall constitute acceptance of that quote. Neuro Thinking 360° may accept any orders received from the Customer or their duly appointed specified users on Neuro Thinking 360°’s website in respect of goods constituting software.

2.2.8. Neuro Thinking 360° reserves the right to invoice Customers for goods ordered on Neuro Thinking 360° website and those which were procured upon written request either via a non-cancellable irrevocable order, official purchase order or an email instruction received.

2.2.9. Orders for software placed on Neuro Thinking 360° website by the Customers duly appointed specified users shall bind the Customer and be orders of the Customer.

2.2.10. Neuro Thinking 360° reserves the right not to accept any order.

2.2.11. Acceptance by Neuro Thinking 360° of any order and all delivery obligations are always subject to the availability of the goods.

2.2.12. All goods shall remain the property of Neuro Thinking 360° until paid for in full and are sold only with the original equipment manufacturer’s warranty. Neuro Thinking 360° gives no additional warranty and excludes all other warranties on goods save to the extent that a South African law expressly imposes a warranty that cannot be excluded. The Customer shall be responsible for checking specifications of goods and that they are fit for purpose before placing the order.

2.2.13. Errors and Omissions are exempted and shall not bind Neuro Thinking 360°. Neuro Thinking 360° reserves the right, at any time, to correct any error or omission.

2.2.14. Unless otherwise stated in the quote, prices exclude VAT.

3. Payment And Invoices

3.1. The Customer shall pay the amount on the tax invoice. Payment is due immediately save for credit approved Customers, in which event payment is due within thirty calendar days of date of the statement.

3.2. Where the Customer uses the postal (or any third party or delivery) service for any purpose, such service shall be deemed to be the agent of the Customer. Likewise, where the Customer uses Internet banking, the bank shall be deemed to be the agent of the Customer.

3.3. The Customer hereby consents and agrees that Neuro Thinking 360° may issue tax invoices, credit notes and debit notes (collectively “Invoices”) to the Customer in electronic form (this includes Emails). Neuro Thinking 360° may issue separate invoices for each delivery. The Customer agrees to retain the invoices in encrypted and readable form for at least 5 years.

3.4. The Customer shall not for any reason withhold payment or make set offs or deductions from any payment due by it. No extension of payment terms will be effective unless reduced to writing and signed by the owner or duly authorised representative of Neuro Thinking 360°.

3.5. Neuro Thinking 360° shall have the right to suspend deliveries and to exercise its rights in terms of clause eight if any amount due by the Customer is unpaid.

3.6. If any amount is not settled in full on due date Neuro Thinking 360° shall be entitled, without prejudice to any of its rights, to:

3.6.1. immediately institute action against the Customer and/or

3.6.2. cancel the sale and / or any outstanding orders or deliveries, and in all cases claim damages.

3.7. Neuro Thinking 360° will not give notice of a change of banking details other than by way of a letter, signed in manuscript (not electronically) by the owner of Neuro Thinking 360°. The Customer is warned and agrees not to act on any other notice of a change of banking details and does so at its risk.

3.8. Notwithstanding anything to the contrary in any agreement providing for the payment of allowances, rebates, or advertising contributions (hereinafter “Allowances”) by Neuro Thinking 360° to the Customer, where an Allowance is to be settled in cash, Neuro Thinking 360° and the Customer agree that that the Customer will issue Neuro Thinking 360° with a tax invoice. Neuro Thinking 360° and the Customer further agree that in this case, the Allowance is regarded as consideration for the supply of a service.

4. Credit Facilities

4.1. Neuro Thinking 360° shall have an unfettered discretion to grant, increase, decrease or withdraw credit facilities to the Customer and to determine the nature and extent thereof from time to time without prior consultation with the customer.

5. Orders

5.1. The Customer hereby confirms that the goods and services on the tax invoice issued duly represent the goods and services ordered by the Customer (or its duly appointed specified users in the case of software) at the prices agreed to by the Customer and where performance/delivery has already taken place that the services and goods were inspected and that the Customer is satisfied that these conform in all respects to the quantity ordered and were received in good order and condition.

5.2. Neuro Thinking 360° is entitled to accept written or oral orders. All such orders and any variations to orders will be binding, subject to these standard terms and conditions and may not be varied or cancelled without prior written consent from Neuro Thinking 360°. Neuro Thinking 360° will not be responsible for any errors or misunderstandings occasioned by the Customer’s failure to make the order in writing.

5.3. Orders shall constitute irrevocable offers to purchase the goods in question at the usual prices of Neuro Thinking 360° as at the date when the Customer places the order of the goods, subject to clause two above, and shall be capable of acceptance by Neuro Thinking 360° by the written acceptance of the purchase order or delivery of the goods.

5.4. Neuro Thinking 360° reserves the right to cancel or refuse any order or sale at any time without any claim from the Customer  (other than return of payments already made for the goods), if: the exchange rate fluctuates by more than 3% between the date of acceptance of the order and the date that the goods are received by Neuro Thinking 360° from the vendor / manufacturer; or where any Vis Major event endures or is likely to endure for longer than 10 calendar days or where the vendor terminates or cancels the rights of Neuro Thinking 360° to distribute their goods or where the vendor cannot or will not supply the goods for any reason not attributable to the fault of Neuro Thinking 360°.

5.5. The Customer shall provide Neuro Thinking 360° with an order number when placing an order (where applicable).

5.6. Any order marked for “Collections” and not collected within 3 days of placing the order may at Neuro Thinking 360°’s election be cancelled and the goods put back into stock for re-sale.

5.7. Neuro Thinking 360° shall not be obliged to accept any order and may cancel an order or resultant sale, at any time, without claim from the Customer, if the goods cannot be obtained at usual prices from the vendor for any reason.

5.8. The Customer shall be solely responsible for ensuring that all goods ordered from and / or reflected in any quote issued by Neuro Thinking 360° is correct, meets the end users’ requirements and will be fit for purpose. Neuro Thinking 360° shall not be liable for errors by the Customer or their duly appointed specified users in selecting or ordering any goods.

5.9. All quotations and all sales and transactions are subject to Neuro Thinking 360°’s Standard Terms and Conditions applicable as at the time of our acceptance of any order, to the exclusion of all other terms and conditions. A copy of the Standard Terms and Conditions are available on request and on our website at https://neurothinking360.com/terms/.

5.10. Terms added by Neuro Thinking 360° to any quote shall be additional to those contained herein and the terms herein shall, unless otherwise expressly stated in the quote, prevail to the extent of any conflict.

5.11. Neuro Thinking 360° will not be held responsible for any misuse or fraud by the Customer or its duly appointed specified users of the Neuro Thinking 360° website or any software purchased and delivered.

5.12. Neuro Thinking 360° may require the customer to register users on the Neuro Thinking 360° website as a condition of use. The Customer shall be liable for and bound by all orders placed using its log on credentials or account. The Customer shall be responsible for managing its users and for removing users that are no longer authorised by the Customer to place orders on the Customers behalf.

6. Delivery

6.1. Any delivery note (copy or original) signed by the Customer and/or its authorised representative and/or its nominated agent and held by Neuro Thinking 360°, shall be prima facie proof that delivery was made to the Customer.

6.2. Neuro Thinking 360° shall be entitled, at its discretion, to split the delivery and invoicing of the goods ordered in the quantities and on the dates that it decides save where Neuro Thinking 360° has agreed that a specific order may not be delivered in parts.

6.3. In the event of the Customer choosing to engage its own third party to transport the goods, the Customer indemnifies Neuro Thinking 360° against any claims of any nature whatsoever that may arise from such an agreement with the third party or from any act or omission of the third party. Receipt of the goods by the third party shall constitute delivery to the Customer and the third party shall be the agent of the Customer.

6.4. Neuro Thinking 360° is entitled to engage a third party(ies) on its behalf to address the logistics, storage and transport all goods purchased by the Customer to the delivery address stipulated by the Customer.

6.5. Should the Customer wish to receive delivery of the goods by a more expensive method of transportation than that normally used by Neuro Thinking 360°, the Customer shall make such request in writing and, in the event that Neuro Thinking 360° agrees to arrange such special delivery the additional charges shall be debited to the Customer’s account and shall be payable by the Customer.

6.6. Neuro Thinking 360° does not guarantee that the goods will be dispatched or delivered on any particular date and time, and the Customer shall have no claim against Neuro Thinking 360° in respect of any loss occasioned by any delay in dispatch or delivery of any goods ordered and/or services rendered, nor may the Customer cancel any order by reason of such delay.

6.7. All obligations of Neuro Thinking 360° to deliver or supply any goods shall be suspended during a Vis Major event or whilst the Customer is in material breach of any obligation, including to pay any amount, to Neuro Thinking 360°.

6.8. Where the goods delivered do not match the delivery note for the delivery, the goods must not be accepted, the details of the discrepancy between the delivery note and the goods delivered must be recorded by the Customer on the delivery note and all the goods must be given to the driver of the delivery vehicle for return to Neuro Thinking 360°.

6.9. Goods received in a damaged condition must either be rejected or accepted, and a note of the item and type of damage made on the front of the delivery note. Where the goods are rejected, the goods must be returned as per 6.8, above.

6.10. All goods taken on an evaluation, approval, demonstration basis or all goods taken on consignment by the Customer are deemed sold to the Customer at Neuro Thinking 360°’s usual price if not returned to Neuro Thinking 360° in perfect condition in the original packaging and with all accessories and manuals intact within 5 (five) working days of delivery thereof to the Customer.

6.11. Neuro Thinking 360° reserves the right to stipulate minimum quantities and values of goods that can be ordered and to charge delivery charges, as and when necessary.

6.12. Goods constituting software may be delivered by way of ESD to the Customer. ESD may be by way of email, use of the Neuro Thinking 360° website, other electronic download, or provision of a software activation code, any of which shall constitute valid delivery of the goods. Neuro Thinking 360° may monitor the ESD process. Acceptance of the vendors license shall be a condition of any download or use or software.

7. Ownership & Risk

7.1. All risk in and to goods sold by Neuro Thinking 360° to the Customer shall pass to the Customer on delivery thereof.

7.2. Ownership of all goods shall remain vested in Neuro Thinking 360° until the full purchase price has been paid.

7.3. Goods in the possession of the Customer bearing Neuro Thinking 360°’s name, trademark, labels and/or serial no. are deemed to be those for which payment has not yet been made, and should any breach of these terms occur, may be re-possessed by Neuro Thinking 360° and the Customer consents in such circumstances to the grant of a Court order entitling Neuro Thinking 360° to take possession of such goods. The Customer shall fully insure the goods purchased from Neuro Thinking 360° against loss or damage until the Customer has paid the full purchase price for such goods. Pending payment to Neuro Thinking 360° for goods purchased, all benefits in terms of the insurance policy relating to the insurance of such goods shall be and is hereby ceded to Neuro Thinking 360°.

7.4. The Customer shall inform the property owner of the premises at which the goods are kept that such goods are the sole and absolute property of Neuro Thinking 360° until such time as the Customer has paid the full purchase price to Neuro Thinking 360°.

8. Breach of Contract and Limitations

8.1. In the event of a breach of these terms and conditions by the Customer, or if the Customer is sequestrated or placed into liquidation or judicial management or commits any act of insolvency or enters into any compromise with its creditors or fails to satisfy a judgment granted against it within 7 (seven) days of the date of judgment or changes the structure of its ownership, Neuro Thinking 360° shall, without prejudice to any further rights herein or at common law, be entitled to:

8.1.1. Claim specific performance or cancel this agreement and claim immediate payment of all outstanding amounts and interest as well as any damages suffered: and

8.1.2. Take possession of all goods that have not been paid for in full and the Customer consents in such circumstances to the grant of a Court order entitling Neuro Thinking 360° to take possession of such goods.

8.2. All obligations of Neuro Thinking 360° shall be suspended without claim from the Customer where the Customer is in breach of any obligation to Neuro Thinking 360°.

8.3. No claim, from Customer, under these terms and conditions will arise unless the Customer has, within 30 (thirty) days of the later of the date on which the alleged breach or defect occurred, or the date on which the Customer should reasonably have been aware of the alleged breach or defect, given Neuro Thinking 360° 30 (thirty) days written notice to rectify any defect or breach of contract.

8.4. Neither party shall be liable to the other for any indirect, consequential, or special damages howsoever caused or arising. Neither party shall be liable for any direct damages how so ever arising from any breach (proven or non-proven) between the End User and the Original Equipment Manufacturer “OEM”.

8.5. The Customer agrees that neither Neuro Thinking 360° nor any of its employees will be liable for any negligent or innocent misrepresentations made to the Customer, nor shall the Customer be entitled to resile from these terms and conditions on those grounds.

9. Legal Proceedings

9.1. These terms and conditions shall be governed and construed under and in accordance with the laws of the Republic of South Africa.

9.2. Neuro Thinking 360° shall, at its option and notwithstanding that the amount of its claim or the nature of the relief sought exceeds the authority of the Magistrate’s Court be entitled to institute action out of such court.

9.3. A certificate issued and signed by the owner or any duly authorised representative of Neuro Thinking 360°, whose authority need not be proved, in respect of any indebtedness of the Customer to Neuro Thinking 360° or in respect of any other fact, including but without limiting the generality of the foregoing, the fact that such goods were sold and delivered, shall be prima facie proof of the Customer’s indebtedness to Neuro Thinking 360° and prima facie proof of delivery of the goods in terms of this contract.

9.4. Any printout of computer evidence tendered by Neuro Thinking 360° shall be admissible evidence and the Customer shall not be entitled to object to the admissibility of such evidence purely on the grounds that such evidence is computer evidence.

9.5. The Customer’s chosen Domicilium address and email address on the Neuro Thinking 360° website shall be recognised as the Customer’s Domicilium for all purposes in terms of this contract whether in respect of the serving of any court process, notices that payment of any amount is due or communications of whatever nature. Any service that comes to the attention of a director of a party shall be effective from such date regardless of the address or method of delivery.

9.6. In the event of the Customer breaching any of its obligations and/or failing to timeously make payment of any amount to Neuro Thinking 360°, the Customer agrees to pay, and shall be liable to pay, all legal costs incurred by Neuro Thinking 360° in enforcing its rights in terms of these terms and conditions on the attorney/own client scale including collection charges, tracing agent’s fees, air fares and export fees.

9.7. Any document will be deemed duly received by the Customer within:

9.7.1. 24 (twenty-four) hours of being emailed to the Customer’s chosen Domicilium email address; or

9.7.2. on being delivered by hand to the Customer or any director or member of the Customer.

10. Arbitration

10.1. Neuro Thinking 360° may elect at its sole discretion, to refer any dispute arising from or in connection with this contract to arbitration which arbitration award shall be final and binding on the Customer and Neuro Thinking 360°.

10.2. The arbitrator will be a person agreed upon by the parties or failing agreement, appointed by the Arbitration Foundation of Southern Africa (AFSA), who shall then finally resolve the dispute or issue in accordance with the Commercial Rules of the Arbitration Foundation of SA. Neuro Thinking 360° may elect not to have the arbitration administered by AFSA.

10.3. The arbitration shall be held at Gqeberha.

10.4. The arbitrator shall give a reasoned written judgement and may award (and tax) costs on the High Court tariff.

10.5.   There shall be a right of appeal where the quantum exceeds two million rand.

10.6. The provisions of this clause shall not preclude either party from access to an appropriate court of law for:

10.6.1. interim relief in the form of an interdict, mandamus, or order for specific performance, pending the outcome of an arbitration in terms hereof; or

10.6.2. any other form of relief on the basis of facts which are not disputed, provided that if a dispute arises in the course of the proceedings and Neuro Thinking 360° elects to refer the dispute to arbitration, they shall be stayed pending an arbitration on the dispute in terms hereof.

11. Negotiable Instruments

11.1. Acceptance of a negotiable instrument from the Customer shall not be deemed to be a waiver of Neuro Thinking 360°’s rights under this contract.

12. Returned Goods

12.1. Whilst Neuro Thinking 360° is under no obligation to accept the return of goods, the Customer may apply to Neuro Thinking 360° for permission to return goods and if written permission is given:

12.1.1. The Customer may return any defective goods to the premises of Neuro Thinking 360° or its nominee at the Customer’s own cost.

12.1.2. any item delivered to Neuro Thinking 360° will form the object of a pledge in favour of Neuro Thinking 360° for present and past debts of the Customer to Neuro Thinking 360° and Neuro Thinking 360° will be entitled to retain such pledge at a value determined as follows:

12.1.2.1. the difference between the selling price and the value of the goods at the time that the debt became due.

12.1.2.2. the value of any repossessed goods or retained pledge goods will be deemed to be the value placed on them by any sworn valuator after such repossession and such valuator will be prima facie proof of the value.

12.1.3. Neuro Thinking 360° reserves the right to charge a handling fee on goods returned.

12.1.4. The credit control department must be notified of the relevant invoice, packing slip and batch numbers before any claim will be considered.

12.2. Goods that are not as ordered must be returned, unopened and unused, forthwith and in all cases within 7 days. Goods, whether according to those ordered or not, that are delivered and used, will in all circumstances be deemed to have been ordered at Neuro Thinking 360°’s usual prices and must be paid for. Only unused goods that are not as ordered and that are unused may be returned.

12.3. Neuro Thinking 360° will follow the policies on any returned and/or faulty goods or goods which the vendor regards as “dead on arrival”, as prescribed by the vendor responsible for the brand of goods. Details of prescribed vendor policies are obtainable from Neuro Thinking 360°.

12.4. As per section 20 of the CPA, Neuro Thinking 360° is under no legal obligation to accept the return of clothing as long as the clothing or any other goods are not defective.

12.5. As per section 44 of the ECT Act, customers have the right to return goods without reason within 7 days of receipt of the goods.

13. Warranties & Indemnities

13.1. Goods are sold only with the manufacturer’s product specific warranties. All other guarantees and warranties, including common law guarantees and warranties in relation to goods and services, are hereby specifically excluded to the maximum extent permissible in law by Neuro Thinking 360°.  Standard manufacturer warranty is 12 months unless otherwise specified.

13.2. All warranties are immediately null, and void should any equipment be tampered with or should the “seals” on the equipment be broken by anyone other than Neuro Thinking 360° or its appointed nominee, or should the goods be operated outside the manufacturer’s specifications or warranty terms.

13.3. To be valid, warranty claims must be supported by the original tax invoice and the goods must be accompanied by all accessories and manuals. All items must be returned in “as new” condition.

13.4. No warranties whether express or implied shall apply, other than those provided expressly in these Standard Terms and Conditions. Neuro Thinking 360° specifically disclaims the implied warranty of merchantability and fitness for a particular purpose. No representation or warranty, including but not limited to statements of capacity, suitability for use or performance made by employees of Neuro Thinking 360° shall be considered to be a warranty by Neuro Thinking 360°. Any such statement made shall not give rise to any liability or whatsoever nature on the part of Neuro Thinking 360°, its employees, subcontractors, or subsidiaries. Neuro Thinking 360° will not be liable to the Customer for any loss, damage, or expense of any nature, whether direct, special, indirect, or consequential, including but not limited to loss of profits arising out of Neuro Thinking 360°’s performance or the use of the goods or services rendered.

13.5. The Customer indemnifies and holds Neuro Thinking 360° (including its employees, subcontractors or subsidiaries) harmless against all claims of whatsoever nature that may be brought or threatened against Neuro Thinking 360° by any third party arising from or in connection with any act or omission of the Customer or its employees or any breach of any term of this Agreement by the Customer or arising out of any claim by the Customers duly appointed specified users.

13.6. The Customer shall not duplicate copyrighted material. In the event of the Customer duplicating copyrighted material, each attempt to do so will immediately render the full prevailing price in respect thereof payable to Neuro Thinking 360°.

14. Repairs

14.1. Neuro Thinking 360°’s liability in terms of a manufacturer’s warranty is restricted to, in Neuro Thinking 360° or the manufacturer’s discretion, the cost of repair or replacement of faulty goods or services or the granting of credit. Neuro Thinking 360° assumes and shall have no liability at all for the preservation or loss of any data on any goods returned to Neuro Thinking 360°.

14.2. In the case of repairs undertaken by Neuro Thinking 360° repair quotes given are merely estimates and are not binding on Neuro Thinking 360°.

14.3. The Customer hereby agrees that any item returned for a repair may be sold by Neuro Thinking 360° to defray the cost of such repair if the item remains uncollected for a period of 30 (thirty) days after the repairs have been completed and the customer having been notified thereof.

15. General

15.1. Neuro Thinking 360° reserves the right in its sole discretion to vary or amend any or all of these terms and conditions from time to time and any such amended or varied terms and conditions shall be binding on the Customer from the time that the Customer is notified thereof. Neuro Thinking 360° may give notice of such changes on its website, in email signatures, on quotations or any other manner likely to come to the Customers attention. The standard terms and conditions are available on our website at https://neurothinking360.com/terms/

15.2. This contract represents the entire agreement between Neuro Thinking 360° and the Customer on the matters dealt with herein and shall govern all future contractual relationships between Neuro Thinking 360° and the Customer.

15.3. No amendment and/or alteration and/or variation and/or deletion and/or addition and/or cancellation of these terms and conditions, including this clause, whether consensual, unilateral, or bilateral shall be of any force and effect unless reduced to writing and signed by the owner of Neuro Thinking 360°. No agreement, whether consensual, unilateral, or bilateral, purporting, or obligate Neuro Thinking 360° to sign a written agreement to amend, alter, vary, delete, add, or cancel these terms and conditions shall be of any force and effect unless reduced to writing and signed by the owner of Neuro Thinking 360°.

15.4. No relaxation or indulgence with Neuro Thinking 360° may grant the Customer shall prejudice or be deemed to be a waiver of any Neuro Thinking 360°’s rights in terms of these terms and conditions.

15.5. The Customer shall not cede its rights nor assign its rights or obligations under these terms and conditions.

15.6. The Customer undertakes to notify Neuro Thinking 360° within 7 (seven) days of any change of address or change of director, shareholder, address, or the information as set out in this contract.

15.7. The headings in this document are included for convenience and are not to be considered for the purpose of interpreting this contract.

15.8. Each of the terms herein shall be a separate and divisible term and if any such term becomes unenforceable for any reason whatsoever, then that term shall be severable and shall not affect the validity of the other terms.

15.9. The Customer undertakes to inform Neuro Thinking 360° in writing at least 14 (fourteen) days prior to the intended selling or alienating of the whole of or any part of the Customer’s business and failure to do so will constitute a material breach of this contract entitling Neuro Thinking 360° to cancel the contract without further notice to the Customer.

15.10. Sales of certain goods are subject to the US Government enhanced proliferation control initiative (EPCI) which states that these goods may not be sold to or be used for the purpose of nuclear weapons/explosive devices, for chemical or biological weapons including key components for the production of such weapons, or for the purpose of missiles or missile systems which deliver weapons for mass destruction. The Customer undertakes to exercise due care to ensure that no such restrictions are breached by it.

15.11. Certain of the vendors (“Listed Vendors”) of goods that we distribute require that Neuro Thinking 360° incorporates and imposes terms and conditions specified by the vendor (“Specified Vendor Terms”), into any sale or distribution of their goods or services. Where any goods of a Listed Vendor are sold or supplied by Neuro Thinking 360°, the Listed Vendors Specified Vendor Terms shall apply, in addition to these terms and conditions, to the sale or supply of the Listed Vendors goods and are deemed to be incorporated herein. Customers are advised to check the list of Listed Vendors and the Specified Vendor Terms regularly as these may be changed and updated from time to time by the vendors.

15.12. Goods are manufactured for standard commercial use and are not intended for use in critical safety systems or nuclear facilities.

15.13. Neuro Thinking 360° shall at any time, in its sole discretion, be entitled to cede, assign, or subcontract all or any of its rights or obligations in terms of these terms and conditions, including the right to collect any payment, to any third party without prior notice to the Customer.

16. Disclosure of Personal Information & Consent

16.1. By using or continuing to use their Neuro Thinking 360° account or conducting business with a member of the Neuro Thinking 360° group of companies (“Neuro Thinking 360°”), the customer (“Customer”) accepts and agrees to Neuro Thinking 360° processing Personal Information (“PI”) supplied to, held or collected or Processed by any member of the Neuro Thinking 360° group whether the PI was or is obtained previously, now or in the future.

16.2. The Customer hereby gives the consent to process Personal Information as set out in the Protection of Personal Information Act (POPIA) available at www.neurothinking360.co.za/popia/, as amended from time to time, and shall be bound by the contents thereof. All obligations of Neuro Thinking 360° are conditional on the Customers consent to process personal information remaining in place. This consent is provided voluntarily and expressly.

16.3. The Customer will ensure continued compliance with all global anti-corruption laws as they relate to themselves and their entire supply chain. Each party will comply with the applicable laws and regulations, including those governing consumer transactions.  Each party is expected to conduct business in strict legal compliance with the highest ethical standards.

16.4. The Customer will comply with all applicable laws against bribery, corruption, inaccurate books and records, inadequate internal controls and money-laundering, including the U.S. Foreign Corrupt Practices Act, the UK Bribery Act 2010 and the South African Prevention and Combatting of Corrupt Activities Act 12 of 2004 (“Anti-Corruption Laws).

16.5. The Customer undertakes to have its own policies regarding the above and further undertakes to provide annual training to its employees who resell, distribute or market the products or services in compliance with all Anti-Corruption Laws. The Customer certifies that this Anti-Corruption training has been provided to its employees and if not, the Customer agrees to participate annually in Anti-Corruption training made available by the Supplier or its Suppliers and certifies that its completion, understanding and compliance therewith. 

17. Juristic Person

17.1. The Customer undertakes, represents, and warrants to the Supplier that it is a juristic person as contemplated in Section 1 of the CPA and Section 1 of the NCA, whose asset value or annual turnover exceeds the monetary threshold;

17.1.1. for the purposes of Section 5(2)(b) of the CPA, as stipulated and calculated in the Regulations contained in Government Gazette No.294 of 01 April 2011, and’

17.1.2.  for the purposes of Section 4(a)(i) of the NCA, as stipulated and calculated in the Regulations contained in General Notice 713 in Government Gazette No. 28893 of 01 June 2006.