1.1. “Client” means the person, institution, or entity contracting with Blue Digital Magic for the rendering of various services related to the incorporation of a company.
1.2. “Blue Digital Magic” means Azure Sky (Pty) Ltd t/a Blue Digital Magic (Registration Number 2015/310206/07).
- TERMS AND CONDITIONS
2.1 These terms and conditions should be read in conjunction with any terms and conditions contained in any written fee estimate, memorandum, opinion or e-mail issued by a duly authorised representative of Blue Digital Magic to the Client (collectively referred to as “Terms and Conditions”).
2.2 Blue Digital Magic reserves the right to modify, amend, replace and substitute any of the provisions of these Terms and Conditions, which modification shall replace any previous Terms and Conditions, and the Client shall be bound by such new Terms and Conditions, which shall become effective once it has been published on Blue Digital Magic’s website found at www.bluedigitalmagic.com.
2.3 Unless specifically stated otherwise, these Terms and Conditions contained on Blue Digital Magic’s website found at https://www.bluedigitalmagic.com/ shall prevail in the event of a conflict with any terms and conditions of any other documentation and or communications exchanged between the parties.
2.4 It is the Client’s responsibility to keep abreast of any changes to these Terms and Conditions and Blue Digital Magic shall not be obliged to notify the Client of any amendments thereto.
2.5 These Terms and Conditions shall apply to any and all relationships Blue Digital Magic has with the Client (with retroactive force if need be) and shall continue to be effective until all rights and obligations of the parties hereto have been extinguished.
2.6 These Terms and Conditions will constitute the whole agreement between Blue Digital Magic and the Client and no amendments or changes to these Terms and Conditions will be of any effect unless otherwise provided for herein or reduced to writing by Blue Digital Magic.
2.7 These Terms and Conditions will govern all interactions and services delivered by Blue Digital Magic to the Client.
3.1 The Client agrees that they have fully considered these Terms and Conditions and that they are reasonable in the light of all factors relating to any engagement.
3.2 If any terms or provisions of these Terms and Conditions are or become invalid, illegal or unenforceable, such term or provision shall be severed here from and the remainder shall survive unaffected.
3.3 To the extent that: (i) the Client satisfies the definition of a “Consumer” as defined in the Consumer Protection Act No. 68 of 2008 (“CPA”); and (ii) any provision contained in these Terms and Conditions is invalid, illegal or unenforceable as a result of the application of the CPA, such provision shall be deemed to be amended to the extent necessary to comply with the CPA.
- INSTRUCTION AND ASSIGNMENT OF WORK
4.1 Once the Client has provided Blue Digital Magic with an instruction, Blue Digital Magic will allocate the instruction to the appropriate individual employed by Blue Digital Magic to deal with the matter. The services to be rendered to the Client are therefore not necessarily limited to one individual the Client consulted with. There may be instances where Blue Digital Magic will be required to instruct advisers on the Client’s behalf.
4.2 Any instruction given to Blue Digital Magic by the Client shall be deemed to include an instruction by the Client for Blue Digital Magic to do all things necessary in relation thereto, including the incurrence of any disbursement on the part of the Client, which shall be dealt with in terms of paragraph 6.3, and which mandate shall endure unless otherwise terminated in writing by the Client in terms of paragraph 16.1.
- LIMITED LIABILITY
5.1 Blue Digital Magic’s engagement with the Client creates rights and obligations between the Client and Blue Digital Magic only. No other person, other than the Client may (i) rely on the information and advice given by Blue Digital Magic; (ii) be protected by the advice given by Blue Digital Magic; or (ii) enforce any term of this Terms and Conditions with Blue Digital Magic through any applicable law.
5.2 Blue Digital Magic will have no liability of any nature, whether in contract, delict or otherwise, for any losses, damages, costs or expenses (“Losses”) whatsoever and howsoever caused arising from or connected with any engagement, except where such Losses are caused by Blue Digital Magic’s gross negligence or wilful default.
5.3 In any event, the aggregate liability of Blue Digital Magic, of whatsoever nature, whether in contract, delict or otherwise, for any Losses whatsoever caused arising from or in any way connected with any engagement shall not exceed the professional indemnity cover received by Blue Digital Magic in respect thereof.
5.4 For the avoidance of doubt, nothing in these Terms and Conditions will have the effect of increasing the liability of Blue Digital Magic for any Losses caused by its gross negligence or wilful default beyond those available under common law, nor will the presence of this paragraph preclude any defence that would be available to Blue Digital Magic.
5.5 Nothing in these Terms and Conditions will exclude or restrict any liability of Blue Digital Magic for fraud or dishonesty to the extent that it cannot do so by law.
5.6 Unless and to the extent that they have been finally and judicially determined (including by conclusion of any appeal) to have been fraud, wilful default or gross negligence of Blue Digital Magic, the Client will indemnify on demand and hold harmless Blue Digital Magic against all actions, claims, proceedings, Losses, damages, costs and expenses whatsoever and howsoever caused arising from or in connection with any engagement.
5.7 Any memorandums, opinions, comments or advice otherwise given by Blue Digital Magic shall be –
5.7.1 addressed to and in connection with the matter at hand only, and may not be relied upon for any other purpose and may not be disclosed to any other person (except to persons who in the ordinary course of the Client’s business have access to the Client’s papers and records, on the basis that they will similarly make no further disclosure) and may not be filed with any governmental agency or authority or quoted in any public document without, in any such case, Blue Digital Magic’s express prior written consent, which will not be unreasonably withheld;
5.7.2 provided on the basis that, except as explicitly stated therein, no opinions, comments or advice otherwise given be expressed in relation to any other representations or provisions contained in any written agreements that may be entered into, nor upon any other related commercial terms;
5.7.3 expressed in respect of, or on the basis of, any legislation, regulation or other governmental directive, which was in force, and on the basis of the provisions thereof, at the time that the opinions, comments or advice was given;
5.7.4 provided on the basis that Blue Digital Magic has no obligation to update or amend any opinions, comments or advise otherwise given as a result of any events occurring after the date thereof or any existing or antecedent matter or circumstances being brought to Blue Digital Magic’s attention after the date thereof; and
5.7.5 not to be construed to provide any advice that would constitute “advice” in respect of a “financial product” as defined in the Financial Advisory and Intermediary Act No. 37 of 2002.
5.8 It is recorded and agreed that Blue Digital Magic does not advise on any sort of nature, and the Client is fully responsible for the outcome and the successful product of its services. Although we advise that Blue Digital Magic assist the Clients with its venture, we do not express any opinion on the suitability thereof.
5.9 We will assist the Client with capital raising wherever we can, but we do not warrant or guarantee in any way that the Client will be successful in obtaining capital for its venture.
- FEES, UPFRONT DEPOSITS AND ACCOUNTS
6.1.1. Services rendered will be payable in advance. These payments is for all the services listed on our website. Services will be delivered reasonably, and the Client will agree to such and will not raise an objection to the services rendered unless substantiated. This is an all-inclusive package. Blue Digital Magic undertakes to attend to the services in a reasonable manner.
6.2. Fee estimates:
6.2.1. Fee estimates provided by Blue Digital Magic in relation to any matter excluded from the services we provide are based on Blue Digital Magic’s knowledge of the matter at the time. In the event that the above assumptions prove to be incorrect, or the Client alters the instruction to Blue Digital Magic, the fee estimate provided may not be accurate. The Client acknowledges that an estimate is not definitive and is not an upper limit for the fees to be charged by Blue Digital Magic, which may vary in the circumstances.
6.2.2. In the event that Blue Digital Magic provides a fee estimate, Blue Digital Magic endeavours to attend to any instruction within such estimate.
6.2.3. Any fee estimate provided by Blue Digital Magic shall, unless it is accepted by the Client, only be valid for 14 (fourteen) days from the date of the fee estimate. Any fee estimate, unless otherwise expressly indicated, shall only be applicable for any specific instruction be subject to this paragraph 6.2 and shall not apply for any further work required pursuant to such instruction.
6.3. Reimbursement costs:
6.3.1. The Client shall reimburse Blue Digital Magic for all costs incurred by Blue Digital Magic on the Client’s behalf, including but not limited to costs and charges for third party service providers.
6.3.2. Blue Digital Magic reserves the right to request that any disbursement costs to be incurred by Blue Digital Magic on behalf of the Client is deposited into Blue Digital Magic’s bank account before the incurrence of any such disbursement by Blue Digital Magic.
6.3.3. Blue Digital Magic shall be entitled to incur all reasonable expenses on behalf of the Client as Blue Digital Magic may reasonably determine.
Blue Digital Magic do not charge VAT
Invoices will be delivered for payment.
- CLIENT RESPONSIBILITIES
7.1. The Client undertakes to co-operate with Blue Digital Magic and provide all the necessary information and documentation to enable Blue Digital Magic to attend the services. Blue Digital Magic reserves the right to not continue and terminate the relationship without any reimbursement if the Client fails to co-operate timeously in a productive manner.
8.1. Written correspondence and draft documents will be transmitted to the Client via e-mail and WhatsApp, unless otherwise requested. Blue Digital Magic cautions that, as these forms of media are open to abuse by third parties, Blue Digital Magic cannot accept responsibility for breaches of confidentiality arising from their use. Documents sent by e-mail must also be treated with caution and not be relied upon as final, as persons other than Blue Digital Magic representatives may make amendments thereto without Blue Digital Magic’s knowledge and approval.
8.2. Unless otherwise agreed, Blue Digital Magic shall communicate directly with the Client’s representatives, or persons whom Blue Digital Magic reasonably believes to be involved in the matter.
8.3. The Client acknowledges that e-mail and other digital communications are not totally secure and error free. Blue Digital Magic shall not be liable in instances where its filtering software or other virus protection does not function and the Client’s system is infected by an e-mail or other form of digital information (CD-ROM, DVD, memory stick or the internet).
- DATA PROTECTION
9.1. Blue Digital Magic may be required to process personal information about the Client, its officers, employees or clients.
9.2. Blue Digital Magic’s Policy in terms of the Protection of Personal Information Act No. 4 of 2013 (“POPI”) sets out the manner in which Blue Digital Magic processes personal information which is collected from Clients and the purpose of such processing (“POPI Policy”).
9.3. Blue Digital Magic undertakes to collect and process personal information in accordance with POPI and subject to the POPI Policy. A copy of the POPI Policy is available on Blue Digital Magic’s website and can be accessed by clicking on the following link https://bluedigitalmagic.com
9.4. By consenting to these Terms and Conditions, the Client hereby confirms that the Client has read the POPI Policy, understands its contents and consents to the processing of its personal information in accordance with the POPI Policy as required for the uses set out therein.
- RETENTION OF DOCUMENTS
10.1. Destruction of documents:
In accordance with its policies, Blue Digital Magic may destroy paper and electronic files after a period of 5 (five) years after sending the Client the final account of a matter.
10.2. Retrieval of documents:
In the event that the Client requires Blue Digital Magic to retrieve any documents from storage, the Client shall be liable for all reasonable costs in relation thereto, including but not limited to time spent drafting letters or any other action deemed necessary to comply with such request from Client.
- REQUEST FOR RECORDS
11.1. Blue Digital Magic holds records pertaining to its Clients which are required to provide the necessary services to its Clients.
11.2. The manner and procedure in which records held by Blue Digital Magic can be requested is set out in Blue Digital Magic’s manual in terms of the Promotion of Access to Personal Information Act No. 2 of 2000 (“PAIA Manual”). A copy of the PAIA Manual is available on Blue Digital Magic’s website.
12.1. Blue Digital Magic retains the copyright and all other relevant intellectual property rights in relation to its work. The Client shall have a licence to use and make copies of such documents prepared by Blue Digital Magic for purposes of the relevant matter only, unless otherwise agreed.
12.2. Any and all information, images, digital content, names, and or fonts, etc. provided by the Client to Blue Digital Magic in order for Blue Digital Magic to render the services will remain the property of the Client.
- ANTI-MONEY LAUNDERING
13.1. Blue Digital Magic is required to comply with various laws and regulations pertaining to anti-money laundering and terrorism.
13.2. Prior to commencing any engagement, the Client will be required to provide Blue Digital Magic with information to perform “Know Your Client” or due diligence checks.
13.3. Blue Digital Magic is obliged to report any suspicious activity of a Client to the relevant authorises in order to obtain their consent prior continuing to act for the Client. Such authorities may prohibit Blue Digital Magic from disclosing to the Client that such a report was made.
13.4. Should Blue Digital Magic be of the opinion that its work on a matter may result in the breach of anti-money laundering or terrorism laws or regulations, or any applicable sanctions, Blue Digital Magic may cease working on the matter immediately and terminate the engagement.
13.5. Blue Digital Magic shall not be liable to the Client for any Losses that the Client may suffer because of ceasing to act on a matter or fulfilling statutory obligations in accordance with this clause 13 in a bona fide manner.
Blue Digital Magic is entitled to exercise a lien (a right of possession) over all the documents, digital assets and monies held on a Client’s account until full payment of the outstanding fees have been made. Should a Client in this instance appoint a new representative, Blue Digital Magic will release all the documents and digital assets to such new representative only upon receiving payment of outstanding fees owing to Blue Digital Magic.
- TERMINATION OF SERVICES
15.1. The Client shall be entitled to terminate its engagement with Blue Digital Magic immediately upon written notice to Blue Digital Magic.
15.2. Blue Digital Magic maintains the right to immediately terminate its engagement with a Client, on the following grounds: (i) when payment of the fees owing to Blue Digital Magic are not made as in accordance with the terms as stipulated herein; (ii) when there is a lack of instructions which is required to continue with the matter; (iii) when the Client acts contrary to the advice provided by Blue Digital Magic; (iv) and when the Client fails to provide sufficient funds for disbursements when requested to do so.
16.1. If a Client is dissatisfied with any element of Blue Digital Magic’s service, including but not limited to the fees charged by Blue Digital Magic, the Client should contact the head of the relevant department or a director of Blue Digital Magic, who will be happy to discuss the issue with the Client.
Blue Digital Magic agrees not to disclose any information that Blue Digital Magic receives from the Client to third parties unless Blue Digital Magic has the prior written consent of the Client to do so or Blue Digital Magic is required to make such disclosure in terms of applicable laws, rules, regulations, guidelines and/or professional standards.
- ADDRESS FOR RECEIVING OF NOTICES
The Client hereby chooses the e-mail address and WhatsApp number all recorded under the Client’s name in the engagement letter, for receipt of all documents and written notices.