THE SILICON CAPE INITIATIVE NPC

MEMBERSHIP TERMS

 

1. INTRODUCTION

Welcome to The Silicon Cape Initiative NPC (Registration No. 2016/365707/08) (“Silicon Cape”) membership terms (“Terms”). These Terms set out the terms on which you agree to become a member of Silicon Cape (“Member“). These Terms must be read with, and are subject to, the memorandum of incorporation of Silicon Cape (“MOI“). The MOI sets out in detail provisions regarding the governance of Silicon Cape, including provisions regarding Members’ meetings and election of the directors of Silicon Cape. Whilst some of the provisions in the MOI are repeated in these Terms, please familiarise yourself independently with the MOI provisions. If there is any conflict between these Terms and the MOI, the MOI will prevail.

2. BECOMING A MEMBER

Any person can become a Member by duly submitting the relevant application form, to Silicon Cape, along with proof of payment of the relevant Annual Membership Fees, as well as a signed copy of these Terms.

3. TIERS OF MEMBERSHIP

There are different tiers of Membership, each with its own benefits. The various tiers of Membership are annexed hereto, marked “Annexure A”. Please note that these tiers may be amended by the board of directors from time to time. However, for the duration of a Member’s Membership, the benefits attaching to its Membership tier shall not be reduced without the prior written consent of the Member. From a governance perspective, each Member, regardless of Membership tier, shall have one vote, and the right to vote on matters reserved for Member approval, including the election of directors of Silicon Cape.

4. DURATION OF MEMBERSHIP

Each Membership endures for a period of 12 months from the date that Silicon Cape receives the Annual Membership Fees in respect of a relevant year, unless otherwise agreed between us. We will notify you prior to the expiry of your Membership and inform you of the revised Membership Fee for the following year, as well as any revisions to the Membership tiers. It is up to you whether you would like to renew your Membership, on the same, or a different, tier.

5. EARLY TERMINATION OF MEMBERSHIP

You may terminate your Membership at any time, subject to providing Silicon Cape with 20 business days’ written notice. Please note that in the event that you elect to cancel your Membership early, you will forfeit any Annual Membership Fee already paid to Silicon Cape. Notwithstanding the aforegoing, if you are a natural person and the Consumer Protection Act 68 of 2008 applies in respect of your Membership, we will refund a pro rata amount of your Membership Fee, but subject to the imposition by us of a reasonable cancellation fee, which shall be set off against any refund owing to you. This cancellation fee shall equal 50% of the annual Membership Fee, should the cancellation occur within the first 6 months of the Membership, and shall equal 25% of the annual Membership Fee, should the cancellation occur within the last 6 months of the Membership.

6. CONSENT TO PROCESS PERSONAL INFORMATION
   1. You understand and accept that, prior to, during and after your Membership, Silicon Cape may be required to collect and process personally identifiable information about you that may be used in connection with the activities conducted by Silicon Cape from time to time, provided such activities are carried out in a lawful manner for legitimate purposes. In particular, you consent to Silicon Cape collecting, processing and using all such personal information:
      1. to carry out and manage Silicon Cape’s business operations and training activities;
      2. to comply with Silicon Cape’s statutory or other legal obligations;
      3. for Silicon Cape’s internal business research;
      4. to share with other Members for networking and marketing purposes, it being recorded that there will be an online directory of Members and Members’ contact information which shall be accessible by other Members; and
      5. for publication on the internet or elsewhere to support Silicon Cape’s legitimate operational activities and marketing requirements.
   2. You undertake to report any changes to your personal information to Silicon Cape, as soon as reasonably possible, in order to keep Silicon Cape’s data accurate and up to date.
   3. By signing up for a Membership, and attending Silicon Cape events from time to time, you:
      • give Silicon Cape permission to record, copy, edit, summarise, publish, exhibit, distribute and exploit in any media or platform, your name, appearance, photograph, likeness or voice (“materials“) for our marketing and promotional activities; and
      • agree that the materials belong to Silicon Cape.
   4. As a Member, we will send you relevant news and marketing communications from time to time. You can “opt out” of receiving these emails by clicking on the “unsubscribe” link in newsletter emails. It may take up to 24 hours to be processed. Please note that you cannot unsubscribe from receiving Membership related communications which are necessary for governance or other legal purposes.
   5. We implement appropriate, generally accepted technical and organisational measures to protect personal data against unauthorised or unlawful processing, accidental loss, destruction or damage.
   6. We retain personal data only for as long as necessary to provide Membership services to you and thereafter for a variety of legitimate legal or business purposes. This might include retention periods mandated by law, contract or similar obligations applicable to our business operations.
   7. If you have any questions or concerns about how we process your information, please contact us at the email address provided on the front page of these Terms.
7. INDEMNITY

By signing these Terms, you indemnify Silicon Cape against any claim of whatsoever nature (including but not limited to damages, loss, interest, costs, expenses or otherwise) which may arise as a result of you taking part in any activity or attending any event endorsed or hosted by Silicon Cape but excluding where such claim is attributable to the gross negligence of Silicon Cape. If, despite this clause, a court of competent jurisdiction finds that Silicon Cape is so liable, such liability will be limited to the amount of the Annual Membership Fee paid by you to Silicon Cape in terms of this agreement.

8. CONFIDENTIAL INFORMATION

Any information and materials relating to Silicon Cape, any strategic partner and/or their respective businesses disclosed to you during the course of your Membership, shall be confidential information and shall not be used or disclosed by you to any third party without the written permission of Silicon Cape and, if applicable, the relevant strategic partner.

9. DISPUTE RESOLUTION
   1. If a dispute arises out of or in connection with these terms, or the breach, termination or invalidity hereof, the dispute shall be settled by mediation and shall be referred to a suitably qualified independent mediator agreed between yourself and Silicon Cape in writing, or failing agreement, to a suitably qualified independent mediator appointed by the President for the time being of the Cape Law Society (or its successor body in the Western Cape).
   2. If for any reason, a dispute is not settled by mediation, the dispute shall be settled by arbitration. The arbitrator shall be an attorney of not less than 10 years’ standing as such or a practising senior counsel agreed between us in writing, or failing agreement, shall be an arbitrator appointed by the Registrar of the Arbitration Foundation of Southern Africa. The arbitration shall be held at a venue in Cape Town and shall be conducted in accordance with the High Court Rules.
   3. Nothing in this clause shall preclude you or Silicon Cape from seeking interim and/or urgent relief from a court of competent jurisdiction.
   4. Silicon Cape reserves the right to vary this clause 9 to reflect changes in the law and/or Silicon Cape’s legitimate requirements.
   5. You warrant that all information provided to Silicon Cape is accurate and correct in all respects and that all documents furnished in this regard are authentic.