Float Technologies (PTY) LTD ("Float")

Shopper Agreement

This agreement (“Shopper Agreement”) sets out the terms and conditions relating to using the Float Services. These terms make up the entire agreement between the person using the Merchant Site (“you”, “yours”, “your” or “The Shopper”), along with the Float General Terms of Use and Service, and Float Technologies (Pty) Ltd (“we,” “us,” “our” or “Float”), each of The Shopper and Float shall be referred to as a “Party” and together as the “Parties”.

You must read and understand everything in these Terms.

Important clauses, which may limit our responsibility or involve some risk for you, are in bold and italics. You must pay special attention to these clauses.

Shopper agreement

By clicking accept you agree to be bound by these terms and conditions and the Privacy Policy as set out on www.float.co.za and as amended from time to time (“Privacy Policy”).

We may change these terms at any time by sending you a written notice of such changes. The revised version will be effective at the time we send it. If the revised version includes a material change, we will electronically provide you with 30 days prior notice. Your continued use of the Float Service, coupled with your active consent to them, will be seen as your acceptance of any change to these Terms.

This Shopper Agreement governs your use of Float to provide instalment payment processing (“Float Instalments”) and proprietary software products (the “Float Platform”) (collectively the “Float Services”). Float Services may only be used to accept payment for goods or services within the Republic of South Africa.

  1. FLOAT SERVICE
    1. Float Instalment Processing
      1. You will buy goods or services (“Goods”) from the person offering them (“The Merchant”) via the e-commerce website and/or the location(s) at which the Merchant conducts business (“Merchant Site”) in accordance with the Merchant terms and conditions of sale (collectively the “Transaction”) coupled with this Shopper Agreement.  
      2. By selecting the “Float” payment option at the checkout page, you agree that we can take payment in the number of periodic payments that you have selected at checkout (“Instalments“) for the full purchase price of the Transaction (inclusive of any VAT)  from your eligible South African issued Visa or Mastercard credit card (“Credit Card”). If your request for Float Instalments is approved, we shall on your behalf pay to the Merchant the purchase price for the Transaction.
      3. Float does not impose any interest or additional charges to you for selecting this payment option.
      4. In order to pay in interest-free Instalments using the Float Services, you will consent to the number and schedule of Instalments, the amount captured in each Instalment, the pre-authorisation and capture of an amount up to the outstanding balance of the Transaction amount at any time on your Credit Card, and other matters detailed in the Shopper Agreement (collectively the “Instalment Plan”).
      5. The amount of each Instalment that will be charged to your card will be recorded on the Merchant Site before you complete your Transaction, and will be emailed to you immediately after you complete your purchase. The first Instalment is taken when your order is completed on the Merchant Site.  Each subsequent Instalment is then taken in line with the Instalment Plan until the entire amount due under this Shopper Agreement is paid in full.
      6. Float will obtain a pre-authorisation against the Credit Card for the full amount of the Transaction at the time of the Transaction. This pre-authorisation amount will be reduced each month to the then current outstanding amount of the Transaction, having taken into account the Instalments paid to date, until the purchase price is paid in full.
      7. A pre-authorisation means that a portion of your available credit limit on your Credit Card will be blocked in order to secure future Instalments. This means that we have the ability to take payment under this agreement for the full outstanding balance of the Transaction, but will only do so in accordance with the Instalment Plan.
      8. To ensure we retain a valid pre-authorisation against your Credit Card for the Instalments due, we will renew the pre-authorisation for the outstanding balance of the Transaction every 25 days using the Credit Card details provided at the time of purchase.  We will notify you by email, utilising the electronic mail address you provide for the Transaction 7 days before we intend to renew our pre-authorisation.
      9. Your Credit Card issuer will block the amount we have pre-authorised on your Credit Card for between 7-30 days, depending on your Credit Card issuer. You will not be able to use that portion of your Credit Card limit which is the subject of the block while the pre-authorisation remains in place. Further, such block may appear as a ‘pending’ transaction in your Credit Card statement during this time. Even if they have released the block on your Credit Card, you should still ensure you have enough available funds to cover the Instalments due in terms of this Shopper agreement.
      10. If any pre-authorisation fails, we will contact you by email to let you know. We will also keep attempting to obtain the pre-authorisation every second day for the following 6 days.  You can provide us with a different valid and acceptable credit card to use instead to implement pre-authorisations and to take any outstanding Instalments from. We will then submit any payment pre-authorisations and subsequent settlement requests against this Credit Card instead.  
      11. If, after 7 days, we are not able to renew a pre-authorisation for all Instalments comprising the Transaction, we will submit a payment request against the last pre-authorisation we held against your Credit Card for payment of the outstanding balance of the Transaction in full.
      12. By completing this purchase, you permit us to effect pre-authorisations and take payment in Instalments in the manner(s) described above, together with contacting you in connection with the Transaction.
      13. We will process the Instalment Plan from the Credit Card you submitted at the time of your Transaction being ordered, unless you have subsequently provided us with valid alternative card details (in which case, we will process the Instalment Plan using those details).  It is your responsibility to ensure that, until the last Instalment is made:
        • the card provided to us remains valid and is not cancelled.
        • there is a sufficient available balance on your card to place pre-authorisations, if applicable, and to pay all the remaining Instalments.
      14. If your Credit Card is replaced, cancelled or otherwise is no longer valid, we will need to process the Instalment Plan from a different card.  We will contact you and you must immediately log on to the Float Platform and provide a new or different means of payment for future Instalment payments.  If you do not provide an alternative means of payment, this Shopper Agreement will be terminated immediately, and all amounts owed under this Shopper Agreement will become immediately due and payable in accordance with its terms.
      15. Whilst we do confirm the card details for each attempted Instalment Plan before approving an Instalment Plan, there may be instances in which a card other than a Credit Card as defined in clause 1.1.2 is unintentionally approved for Float Instalments. Should this be the case, Float reserves the right to submit a payment request against the first pre-authorisation held against your Credit Card for the full Transaction amount, in the same or similar way in which a regular card transaction would occur.
      16. We do not guarantee access to our Float Platform and reserve the right to decline your request to use our Float Services at our sole discretion, even if you have previously used the Float Services and paid your Instalments in full and on time for other transactions. Our discretion will be exercised reasonably.
      17. The purchase of the good or service comprising the Transaction is governed by the relevant terms and conditions and policies of the Merchant, between you and the Merchant. Your agreement in respect of the Float Instalments and Float Services is with us.
      18. We do not guarantee and have no responsibility for:
        • the suitability, quality or delivery of any Goods purchased by you from the Merchant; or
        • the availability of any Goods
        • all of which are the responsibility of the Merchant.
      19. Once you have entered into a Shopper Agreement, we cannot amend or cancel the Instalment Plan without written confirmation from the Merchant in accordance with clause 5 (Refund Arrangements).
  2. SHOPPER OBLIGATIONS
    1. You acknowledge and agree that –
      1. You have the legal capacity to enter into this Agreement, and thus you:
        • are over 18 years of age;
        • have not been declared mentally ill or unfit by a court; and
        • or a third party have not applied for you to be placed under or you are not currently under curatorship, administration, provisional or final sequestration or debt review;
        • have a valid Credit Card issued by a South African bank in your (Shopper’s) name. 
      2. you will provide us with complete and accurate information about yourself and maintain and update such information when necessary. By doing so, you warrant that the information provided is correct.
      3. you will make Instalment payments in terms of this Shopper Agreement on the due dates as per the Instalment Plan without any deductions or setoff irrespective of any dispute with respect to the Transaction or the Merchant. 
      4. we are entitled to debit your Credit Card account in accordance with the Instalment Plan.
      5. you are liable for any fees or costs that your bank may charge you when payment is made using your Credit Card.
      6. you agree to have sufficient funds and/or credit available in your Credit Card account to cover all Instalments and pre-authorisations when due, in full.
      7. you accept all risk and liability related to the Transaction by the Merchant and agree that we are not responsible for the delivery, suitability or quality of any Goods you have elected to purchase comprising the Transaction. You agree to contact and claim against the Merchant in the event of any issue with the Goods or if you wish to return any Goods.
      8. any dispute that you have about the Transaction (including but not limited to the suitability, quality or delivery or return of goods) must be resolved directly with the Merchant to the exclusion of Float.
      9. You may not withhold any payments to us due to any dispute between you and a Merchant. Please note that even in the event of you having a dispute with a Merchant, you may not instruct us to (i) withhold payment to the Merchant or (ii) reverse a payment already made to the Merchant for Goods purchased by you.
      10. You agree to keep your account details and password private and confidential, and that you are responsible for any orders placed using the Float Services whilst using your account details including any unauthorised or fraudulent use of your account. Accordingly, you agree to indemnify us and accept all legal responsibility and liability for all specific and related losses arising as a result of any fraudulent activity or unauthorised use of your account.
      11. You agree to contact us immediately if you reasonably suspect that your account may have been used or will be used by an unauthorised third party or if you suspect fraudulent activity on your account. We will not be responsible if you fail to notify us and will not cover any unauthorised and/or fraudulent transactions which will be your responsibility.
      12. If there is unauthorised use or fraudulent activity on your account or if we suspect that there may be unauthorised use or fraudulent activity or if we are compelled to do so by law, we may immediately suspend your account without notice and you indemnify us against any losses or harm we may incur as a result.
  3. FEES AND PAYMENT TERMS
    1. The Instalment Plan provided to you will serve as the account for the payments required under the Shopper Agreement and will indicate the due date for each Instalment to be made.
    2. No fees or interest will be charged in respect of the Shopper Agreement, provided that all Instalments are paid in accordance with the Instalment Plan.
    3. No fees will be charged to open or use Float Instalments.
  4. OVERDUE AMOUNTS 
    1. We reserve the right to:
      1. Try and recoup any outstanding instalments or the full outstanding balance of the Transaction, at any later date, at our sole discretion.
      2. Engage the services of a third-party to assist in the collection of any outstanding amounts due. To the extent permissible in law, you may be charged collections costs incurred by the third-party.
    2. We may approach a court to take judgment against you for the debt owed by you to us in terms of this Shopper Agreement. If we do, a certificate signed by any one of our managers (whose appointment and authority need not be proved) stating the amount that you owe us and the applicable interest rate, shall be accepted as prima facie proof of your indebtedness and shall be deemed correct unless you are able to prove otherwise.
    3. The email and physical addresses that you gave us when registering for Float Instalments is the address that you choose where legal documents may be served on you. If you wish to change your e-mail or physical address you must give us notice hereof and any such change will take effect 7 Business Days after we receive such notice.
    4. If you have a query or complaint, contact our customer services department, at support@float.co.za for a resolution. If you are not satisfied with the outcome of your query or complaint, you have the right to resolve the matter by way of alternative dispute resolution.
  5. REFUND ARRANGEMENTS 
    1. Any full or partial return of the Transaction (“Refund”) is subject to the Merchant’s returns policy and applicable laws and must be settled with that Merchant.
    2. We will only process a Refund comprising any Instalments and amend an Instalment Plan once the Merchant has requested us to do so in writing. When we have received the Merchant’s written request, we will deal with the Refund as follows:
      1. for full refunds, the refund amount will be equal to the sum of the Instalments paid to date. 
      2. if the refund amount is greater than the Instalments still due, then we will refund you the difference by crediting your Credit Card account;
      3. if the refund amount is less than the instalments still due, then we will adjust the Instalment Plan accordingly to reflect the revised amount still due. We will apply the refund amount first to the last instalment then to the second last etc., working backwards to the first instalment. 
    3. If a Merchant refunds you directly in cash, vouchers or the like, you will remain responsible for payment of the Instalment Plan, notwithstanding such refund.
    4. You can view your revised Instalment Plan in your account on the Float Platform and/or via email.
  6. INTELLECTUAL PROPERTY
    1. License
      1. All intellectual property in our Float Platform, including any content, images, logos or graphics are owned by us. You must obtain our written permission if you wish to use any such intellectual property. Float grants you a limited, non-exclusive, non-sub-licensable, revocable, non-transferable license to: (i) access and use the Float Platform solely in connection with the Float Instalments; and (ii) access and use any content, information and related materials that may be made available through the Float Platform, in each case solely for your personal, non-commercial use. Float reserve any rights not expressly granted herein.
    2. Restriction
      1. You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Float Platform; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Float Platform except as expressly permitted by us; (iii) decompile, reverse engineer or disassemble the Float Platform; (iv) link to, mirror or frame any portion of the Float Platform; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Float Platform or unduly burdening or hindering the operation and/or functionality of any aspect of the Float Platform; or (vi) attempt to gain unauthorised access to or impair any aspect of the Float Platform or their related systems or networks.
  7. CONFIDENTIALITY
    1. During the period of this Shopper Agreement, the Parties may become aware of considerable confidential information (“Confidential Information”) relating to the other Party.
    2. The Confidential Information is of considerable value to the disclosing party (“Disclosing Party”) and the Disclosing Party has in the past and will in the future continue to protect such Confidential Information.
    3. It is understood and agreed that, in the event that the receiving party (“Receiving Party”) uses the Confidential Information other than in accordance with and in furtherance of this Shopper Agreement, then the Disclosing Party will suffer considerable harm and/or loss.CONFIDENTIALITY
    4. In order to protect the interest of the Disclosing Party as set out above, the Receiving Party undertakes that it will not during the currency of this Shopper Agreement or at any time thereafter, reveal to any person, firm, or corporation, the Confidential Information, procedures or dealings or any information concerning the functions, transactions or affairs of the Disclosing Party or any details of the Merchant Site provided to them by Float, and shall not use or attempt to use any such information in any manner which may injure or cause loss either directly or indirectly to the Disclosing Party, as the case may be, or may be liable to do so.
    5. Furthermore, the Receiving Party hereby agrees not to exploit or turn such information to account otherwise than in the interest of the Disclosing Party. To this end the Receiving Party agrees that its obligations include, without limitation, the following:
      1. to hold the Confidential Information in confidence and to take all reasonable security precautions to maintain the confidentiality of such Confidential Information which will include without limitation, applying the same degree of care and security precautions as it takes to protect its own Confidential Information;
      2. to use the Confidential Information only for the Distribution Services in accordance with this Agreement and for no other purpose whatsoever without the prior written consent of the Disclosing Party;
      3. not to use the Confidential Information for the benefit of itself or any third party or to use such information for any commercial purpose, unless authorised in writing by the Disclosing Party;
      4. not to copy or otherwise duplicate in any form such Confidential Information, or knowingly assist or allow anyone else to copy or otherwise duplicate any of such Confidential Information in its possession or under its control without the Disclosing Party’s prior written approval;
      5. restrict disclosure or dissemination of such Confidential Information solely to its employees or third parties who need to know the same for the permitted purpose;
      6. ensure that all its employees (where applicable) or third parties who are given access to the Confidential Information agree in writing to maintain the confidentiality thereof, and otherwise comply with the provisions hereof, by contract, work rules or other appropriate methods and indemnifies the Disclosing Party against any claims, losses or damages incurred by the Disclosing Party as a result of such employees’ or third parties’ failure to comply with their obligations of confidentiality and nondisclosure;
      7. advise the Disclosing Party promptly upon becoming aware of any loss, disclosure, or duplication of Confidential Information whether authorised or not, or the breach of confidentiality, use or misappropriation of the information;
      8. not to reverse engineer, decompile or disassemble any Products or other aspects forming part of the Confidential Information;
      9. the Receiving Party will not utilise the Confidential Information for its own benefit or for the benefit of any other person or party, including for purposes of publication, in any manner other than in terms of a written agreement to be entered into with the Disclosing Party; and
      10. the Receiving Party will not publish any Confidential Information without the prior written approval of the Disclosing Party.
    6. It is agreed that the undertaking given by the Receiving Party in terms of clause ‎‎7.5 will not apply to any information:
      1. which was already known to or in the possession of the Receiving Party prior to the commencement of this Shopper Agreement, provided such possession is evidenced by the written records of the Receiving Party existing at the Commencement Date; or
      2. which has become part of the public domain by publication or otherwise, other than by the negligence or default of the Merchant or by the breach of this Shopper Agreement by the Receiving Party; or
      3. which has lawfully become known by the Receiving Party on a nonconfidential basis from a source (other than the Disclosing Party) having the legal right to disclose same.
  8. MISCELLANEOUS
    1. Limitation of Liability. 
      1. We will not be liable to you for any indirect or consequential losses, claims, liabilities, damages, losses, fines, penalties and expenses (including, but not limited to, legal and other professional fees, loss of profit, revenue, anticipated savings, business transactions, goodwill or other contracts, whether arising from negligence or breach of contract, or otherwise arising from any obligation in terms of the Shopper Agreement.
      2. Without limiting the generality of the above, we will not be responsible to you for any indirect or consequential losses, claims, liabilities, damages, losses, fines, penalties and expenses arising from our delay or failure to perform our obligations because of:
        • (a)  a force majeure event;
        • (b)  any failure or malfunction in the Float Platform, Float Service or any device; and/or
        • (c)  any delay in an electronic communication, including a communication via cellular telephones, or failure or malfunction in any supporting or shared networks, where applicable.
      3. The limitations and disclaimer in this clause 8 do not purport to limit liability or alter your rights as a consumer that cannot be excluded under applicable law.
    2. Indemnification. You agree to defend, indemnify and hold Float, its affiliates, officers, directors and employees, agents, contractors harmless from any claim or demand (including attorneys’ fees) made or incurred by any third party due to or arising out of your breach of this Shopper Agreement and/or your use of the Float Platform or the Float Services accessed through the Float Platform or alternatively any breach by a Merchant of a merchant terms of conditions governing the Transaction.
    3. Assignments and Transferability  You may not cede your rights or delegate your obligations or otherwise assign, novate or transfer your rights and obligations under this Agreement, the Instalment Plan or any Instalment without our consent, which may be withheld in our absolute discretion.
    4. We may cede our rights and delegate our obligations or otherwise assign this Agreement, any right in this Agreement, or any Instalment Purchase Agreement or any Instalment Payment to a third party without your consent.
    5. Notices. All notices to you shall be given electronically, sent to the electronic mail address provided by you during registration for the Float Services and/or posted in the shopper portal of your Float account and shall be effective upon transmittal. All notices to Float shall be given electronically to support@float.co.za. Such written notice will be deemed given upon confirmation of receipt.
    6. Waiver. The failure of any Party to insist on or enforce strict performance of any provision of this Shopper Agreement or to exercise any right or remedy under this Shopper Agreement or applicable law will not be construed as a waiver or relinquishment to any extent of the right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will be and remain in full force and effect. Waiver by either Party of a breach of any provision contained herein must be in writing, and no such waiver will be construed as a waiver of any other and/or succeeding breach of such provision or a waiver of the provision itself.
    7. Governing Law; Jurisdiction. This Shopper Agreement (and any non-contractual obligations arising out of or in connection with the same) shall be governed by and interpreted in accordance with the laws of South Africa and the courts of South Africa shall have exclusive jurisdiction to settle any dispute or claims which may arise in connection with this Shopper Agreement and/or the Float Instalments provided hereunder (including in relation to any non-contractual obligations).
    8. Legal Fees. You will have to pay for all costs that we incur, including all legal costs on an attorney and own scale, arising out of or in connection with a breach by you of the Shopper Agreement.
    9. Dispute Resolution.
      1. Any dispute which arises between the Parties in respect of this Shopper Agreement shall require the Parties to use their best endeavours to resolve the dispute informally within 7 (seven) days of the dispute having been raised in writing.
      2. If either Party provides written notification to the other that such attempt has failed then each Party shall attempt to agree upon the appointment of a suitably qualified mediator, within 10 (ten) days of such dispute being referred.
      3. If agreement is not reached as to the appointment of such mediator within 10 (ten) days after either Party has in writing called for the appointment of a mediator, or where an appointment has been agreed upon and such mediator is not able to mediate a resolution of such dispute within 30 (thirty) days after such appointment then either Party may give written notice to the other Party referring the dispute to arbitration in accordance with the rules of Arbitration Foundation of South Africa (“AFSA”) by an arbitrator or arbitrators appointed by AFSA.
      4. Either Party may demand that a dispute be referred to arbitration by giving written notice to that effect to the other Party. This clause shall not preclude either Party from obtaining interim relief on an urgent basis from a court of competent jurisdiction pending the decision of the arbitrator.
      5. The arbitration shall be held –
        • (a) at/in Gauteng or other venue agreed by the Parties in writing;
        • (b) in English; and
        • (c) immediately and with a view to its being completed within 21 (twenty one) days after it is demanded.
      6. The Parties irrevocably agree that the decision in arbitration proceedings:
        • (a) shall be final and binding upon them;
        • (b) shall be carried into effect;
        • (c) may be made an order of any court of competent jurisdiction.
    10. Third party rights. Nothing in this Shopper Agreement confers or is intended to confer a benefit enforceable by a person who is not a party to it.
    11. Headings. Headings are used for convenience of reference only and in no way define, limit, construe or describe the scope or extent of any section, or in any way affect this Shopper Agreement.
    12. Severability. If any provision of this Shopper Agreement or portion thereof is held to be unenforceable, such a determination will not affect the remainder of this Shopper Agreement.
    13. Entire Agreement. This Shopper Agreement together with all of our policies referenced herein sets forth the entire understanding and agreement of the Parties and supersedes any and all prior or contemporaneous oral or written agreements or understandings between the Parties, as to the subject matter of this Shopper Agreement. You acknowledge that this Shopper Agreement reflects an informed, voluntary allocation between Float and you of all risks (both known and unknown) associated with the Float Instalments.
    14. Single Agreement. You and Float agree that, in order for the rights and obligations of the Parties to be fairly and equitable administered, the various transactions contemplated under this Shopper Agreement and the Instalment Plan shall constitute a single, integrated transaction, and not a series of separate or discrete transactions.