Happy Pay Terms & Conditions

 

Updated: 15 September 2025

 

Thank you for visiting our website and considering the use of our services and products. This agreement sets out the terms and conditions relating to the provision of our Happy Pay Services.

 

Please ensure that you read this agreement carefully and pay special attention to all terms in bold.

 

We encourage you to read the sections below and make sure you understand the conditions. If you have any questions or are unsure about anything, please don't hesitate to reach out to us before you start using the website, we're here to help! Please also note that each product may have its own unique terms and conditions that could affect your relationship with Happy Pay.

 

Happy Pay promotes responsible lending, please review your credit status and affordability to ensure you are not accepting credit which may place you at financial risk.

 

Please also note that these terms and conditions may change from time to time. If the terms and conditions are amended, we will provide you with these updated terms for review and asked to accept again before you make use of our Happy Pay Services.

 

 

1. DEFINITIONS

 

1.1. In this Agreement, unless the context otherwise requires:

 

1.1.1. “Agreement” means these service Terms and Conditions and any annexure hereto;

 

1.1.2. “Business Day” means any day or other than a Saturday, Sunday or official public holiday in South Africa.

 

1.1.3. “Buy Now Pay Later” means the service offered by Happy Pay, that allows Customers to pay the Purchase Price as an Installment Plan, subject to the approval of Happy Pay;

 

1.1.4. “Card” means a valid credit or debit card issued by a South African bank in your name.

 

1.1.5. “Customer”/ ”you” / ”your” means the person who makes use of the Happy Pay Platform to purchase Goods from a Merchant;

1.1.6. “Goods” means the goods or services that you are buying from the Merchant Site.

 

1.1.7. “Happy Pay”/”we”/”us”/”our” refers to Happy Pay Proprietary Limited, registration number 2021/925940/07, a private company with limited liability duly incorporated in RSA with its registered office at Darter Studio, Longkloof Gardens, Cape Town, South Africa, 8001;

 

1.1.8. “Happy Pay Platform” means the proprietary technology platform developed by Happy Pay for purposes of providing the Happy Pay Services;

 

1.1.9. “Happy Pay Service” includes the Pay Now and the Buy Now Pay Later and any other service that may be offered to Customers by Happy Pay;

 

1.1.10. “Happy Pay Website” means www.happypay.co.za;

 

1.1.11. “Interest” means the interest charged on an overdue balance (excluding Late Fees) at a rate of 2.00% per month in accordance with the rate of incidental credit under the NCA.

 

 

1.1.12. “Instalment” means a periodic payment detailed in the Payment Schedule.

 

1.1.13. “Late Fee” means the fee of R115.00 (including VAT) charged if you miss an Instalment or part thereof is unpaid, and which will be charged weekly for a maximum of 3 (three) charges until your overdue balance is paid in full.

 

1.1.14. “Merchant” means the merchant who has integrated the Merchant Site with our Happy Pay Platform to facilitate provision by Happy Pay of the Happy Pay Services.

 

1.1.15. “Merchant Site” means the e-commerce or physical store of the Merchant.

 

1.1.16. “NCA” means the National Credit Act 34 of 2005, together with its regulations, as amended from time to time

 

 

1.1.17. “Payment Schedule” means the payment plan for the Purchase Price of your Goods, showing the amounts due by you,

1.1.18. “Pay Now” means the online instant payment service offered by Happy Pay that allows Customers to pay the Purchase Price in full in a single payment facilitated through an authenticated payment service provider;

 

1.1.19. “Personal Information” has the meaning assigned thereto in POPIA;

 

1.1.20. “POPIA” means the Protection of Personal Information Act 4 of 2013;

 

1.1.21. “Privacy Policy” means the privacy policy as set out on the Happy Pay Website, as amended from time to time;

 

1.1.22. “Processing” has the meaning assigned thereto in POPIA and “Process” and “Processed” shall have corresponding meaning;

 

1.1.23. “Purchase Price” means the full purchase price (inclusive of VAT) payable in respect of any Goods purchased by a Customer, including any delivery or other costs included in the price;

 

1.1.24. “Refund” means a refund of a Purchase Price;

 

1.1.25. “Tokenisation” means the process of replacing sensitive payment information, such as credit card numbers, with a unique, random set of characters called a “token,” to enhance security and prevent fraud.

 

2. BUY NOW PAY LATER

 

2.1. You may apply for our Buy Now Pay Later service through our Platform. Once you complete our application process, we will review your application to assess your affordability for the service and the requested purchase. During the application process we may ask you to provide us with one or more supporting documents to support your application.

 

2.2. Upon our acceptance of your request for the Buy Now Pay Later service on our Platform, we undertake to pay the Merchant the Purchase Price for the Goods you have selected to purchase on your behalf, and you agree to pay us in accordance with the Payment Schedule, subject to the terms and conditions contained in this Agreement.

 

2.3. The Goods that you have purchased are governed by the relevant terms and conditions and policies of that Merchant. Your agreement in respect of the Goods is with the Merchant. Your agreement in respect of the Payment Schedule is with us.

 

2.4. Once you have entered into an Payment Schedule with us, we cannot amend or cancel the Payment Schedule without written confirmation from the Merchant in accordance with clause 10 (Refund Arrangements)

 

3. PAY NOW

 

3.1. Upon our acceptance of your request for the Pay Now service on our Platform, we undertake to settle with the Merchant for the Purchase Price of the Goods you have selected to purchase and paid for, subject to the terms and conditions contained in this Agreement.

 

3.2. The Goods that you have purchased using the Pay Now service are governed by the relevant terms and conditions and policies of that Merchant. Your agreement in respect of these Goods is with the Merchant and the provisions of clause 6 (Merchants) apply to you when using the Pay Now service.

 

4. APPLICATION PROCESS

4.1. To get started with our services, you’ll need to register for a Happy Pay account, either during checkout when making a purchase or by signing up directly on the Platform. As part of the registration process, we’ll ask you to provide your name, contact details, and ID number. We use this information to securely retrieve your credit score, which helps us shape your initial Payment Schedule and tailor our services to your needs.

4.2. To protect the privacy and security of your account, we take reasonable steps to verify your access by requiring your password together with your email address to grant access to your account and associated data. Please update recorded personal data yourself where necessary through your account or contact us to view or change your personal data and accesses provided.

4.3. By sharing personal data with us, you warrant that the persons using the Happy Pay Service is you. You are responsible for the information provided, and all the actions taken on the Platform and through the Happy Pay Services. Please see our Privacy Policy for more details on how we processes personal data.

4.4. To unlock even more benefits like higher spending limits, the ability to make multiple purchases at once, and access to our zero deposit Buy Now Pay Later option, you’ll have the opportunity to securely share access to your banking data. This step is completely optional, but it helps us get a clearer picture of your affordability and allows us to offer you the best possible experience.

4.5. We may use automated decision-making processes, meaning decisions made by computer systems without human involvement, when assessing your application or managing your account. This helps us provide quick and consistent decisions, such as determining your eligibility for certain services or setting your Payment Schedule. If you would like more information about how these automated decisions are made, or if you wish to contest a decision, you are welcome to contact us and we’ll be happy to assist you.

4.6. We’re committed to keeping your information safe and secure at every step. If you have any questions about the registration process or how your information is used, please don’t hesitate to reach out to our support team.

 

5. OUR OBLIGATIONS AND ACKNOWLEDGEMENTS

 

5.1. We guarantee to pay the Merchant the Purchase Price for the Goods on your behalf, without delay, where your request for the Buy Now Pay Later service is approved.

 

5.2. Where you have entered into a Payment Schedule, we will continue to fulfil our obligations to you unless the Payment Schedule is terminated in accordance with this Agreement.

 

5.3. We do not guarantee acceptance to the Buy Now Pay Later service and reserve the right to decline your request for the Buy Now Pay Later Service at our sole discretion, even if you have previously used the Buy Now Pay Later service and paid your instalments in full and on time for other transactions.

 

5.4. If your request is denied, we will provide you with a notification informing you of the decision. You are welcome to reapply for the service for a future purchase, at which stage we will reassess your suitability for the service.

 

5.5. Our discretion will be exercised reasonably.

 

6. YOUR OBLIGATIONS AND RESPONSIBILITIES

 

6.1. In respect of the Buy Now Pay Later service:

 

6.1.1. in return for us paying the Merchant the Purchase Price on your behalf for the Goods, you agree to pay us in accordance with the Payment Schedule plus any applicable Late Fees if an Instalment is not received on time or paid in full, subject to the conditions set out in clause 8 (Missed Payment) below;

 

6.1.2. you warrant that all of the information that you provide to us is true, complete, accurate and correct, and that you will immediately notify us if any of this information changes; and

 

6.1.3. if your application is not complete or if you don’t provide us with any required documentation, we may contact you to obtain the required information or documentation, or we may approve or decline your application.

 

6.1.4. You confirm that you:

 

6.1.4.1. are a lawful permanent resident of South Africa or South African citizen;

 

6.1.4.2. are over 18 years of age;

 

6.1.4.4. are permanently employed or self-employed in South Africa;

 

6.1.4.5. are not currently over-indebted;

 

6.1.4.6. are not going through financial difficulty;

 

6.1.4.7. have not been declared by a competent court to be of unsound mind, mentally ill, or incapable of managing your own affairs in terms of any applicable law, and no such declaration is pending;

 

6.1.4.8. have not applied for or are currently under administration, provisional or final sequestration or debt review; and

 

6.1.4.9. have a valid debit or credit card issued by a South African bank in your name.

 

6.1.5. You unconditionally and irrevocably agree that we are entitled to debit any of your Card accounts in accordance with the Payment Schedule, including any Late Fees if applicable.

 

6.1.6. You agree to have sufficient funds available in your Card account to cover all Instalments when due in full, or alternatively to pay the Instalments in full before the due date.

 

6.1.7. You agree to pay all amounts due under the Payment Schedule irrespective of any issue or dispute with respect to the Goods or the Merchant, regardless of  whether you currently own or have the Goods in your possession or if they were ordered as a result of any unauthorised or fraudulent use of your account.

 

6.1.8. You agree that each Payment Schedule entered into is a new transaction and that your use of the Happy Pay platform and the Happy Pay Services is at our discretion, and that there is no guarantee that the Happy Pay platform or the Happy Pay Services will be available for any purchase of Goods.

 

6.1.9. You agree not to apply any set-off or other deduction to any Instalment for any reason including any dispute or issue you may have with the Merchant, the Merchant Site or in relation to the Goods supplied by the Merchant or if Goods were ordered as a result of any unauthorised or fraudulent use of your account.

 

6.2. You are liable for any fees or costs that your bank may charge you when payment is made using your Card.

 

6.3. You accept all risk and liability related to the sale of the Goods by the Merchant and agree that we are not responsible for the delivery, suitability or quality of any Goods you have elected to purchase. 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.

 

6.4. You agree to keep your account details and password private and confidential, and that you are responsible for any orders placed 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.

 

6.5. You must notify us immediately if you have reason to believe or suspect that your account has been, or may be, accessed or used by an unauthorised third party, or if you detect or suspect any fraudulent activity on your account. If you fail to provide such notification without delay, you will be solely responsible for any unauthorised and/or fraudulent transactions through your account, and we will not be liable to reimburse or otherwise compensate you for any resulting loss.

 

6.6. 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 you may incur as a result.

 

7. MERCHANTS

 

7.1. Any dispute that you have about the Goods (including but not limited to the quality, non-delivery or return of Goods) must be resolved directly with the Merchant.

 

7.2. We are not liable if any Merchant refuses to accept our Happy Pay Services for any Goods purchased. You may not bring any claim, counterclaim, or setoff against us in connection with this, or for any related reason.

 

7.3. You cannot withhold any payments on the Payment Schedule as a result of any disputes that you may have with the Merchant.

 

7.4. If you have a dispute with a Merchant, that dispute will not entitle you to:

 

7.4.1. instruct us to refuse to pay the Merchant for Goods purchased by you;

 

7.4.2. refuse to pay us for payments already made to the Merchant, irrespective of whether such payment was made in respect of the Goods that are the subject-matter of a dispute; or

 

7.4.3. instruct us to reverse a payment already made to the Merchant.

 

8. INTEREST AND FEES

 

8.1. No fees or interest will be charged in respect of the Payment Schedule, provided that all Instalments are paid in accordance with the Payment Schedule.

 

8.2. No fees will be charged to open or use a Happy Pay account.

 

8.3. Late Fees and Interest will be charged in accordance with clause 8 and 9 below if an Instalment is not paid in full on the due date as detailed in the Payment Schedule.

 

8.4. A Tokenisation fee of R6 (inclusive of VAT) will be charged per Tokenisation process for transactions requiring card Tokenisation.

 

9. MISSED OR OVERDUE PAYMENTS

 

9.1. You will be provided the Payment Schedule during the application process to provide you with a clear indication of the Instalments under the Plan and the duration thereof. Once accepted, the Payment Schedule is also accessible in your dashboard on the Platform.

 

9.2. The Payment Schedule provided to you will serve as the account for the payments required under the Payment Schedule and will indicate the due date for each Instalment to be made.

 

9.3. If we have not received an Instalment on its due date, then we will automatically charge a Late Fee to the Payment Schedule and will continue to charge an additional Late Fee every week thereafter, until either (i) we have received full payment on your outstanding balance (including any Late Fees) or (ii) you have been charged a maximum of three (3) Late Fees on an Payment Schedule.

 

9.4. In the event that we are unsuccessful in obtaining payment from your Primary Card for an Instalment on the due date, you irrevocably authorise us to:

 

9.4.1. take payment of the overdue Instalment including any Late Fees from any other Card that is loaded on your Happy Pay profile at any date.

 

9.4.2. accelerate the due date of all future Instalments for the Payment Schedule that is in arrears, and take payment from any Card on your Happy Pay profile at any date;

 

9.4.3. accelerate the due date of all future Instalments for any other Payment Schedule you may have, and take payment from any of your Card accounts at any date;

 

9.5. Happy Pay reserves the right, in its absolute discretion to waive or defer any Late Fees. Any express election we make to temporarily or permanently waive payment by you of a Late Fee or other amount due to us under an Payment Schedule does not imply a waiver of any other amount due and we reserve all rights to make demand for such amounts.

 

9.6. Total Late Fees charged shall be capped at R360.00 (including VAT) per instalment.

 

9.7. In addition to the Late Fee, we may charge Interest on any overdue amount as our agreement will become an incidental credit agreement. Interest will be calculated on a daily basis and added to the outstanding balance (in other words, compounded) on a monthly basis.

 

9.8. We may approach a court to take judgment against you for the debt owed by you to us in terms of this 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 sufficient proof of your indebtedness and shall be deemed correct unless you are able to prove otherwise.

 

9.9. The address that you gave us when registering your account is the address that you choose where legal documents may be served on you. If we are able to serve documents on you electronically, the e-mail address that we have on record for you will be used. If you wish to change your physical address, e-mail address and/or cellphone number, you must give us notice hereof and any such change will take effect 7 Business Days after we receive such notice.

 

9.10. If you have a query or complaint, contact our customer services department at support@happypay.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. If this Agreement becomes an incidental credit agreement, you can file any complaints with the National Credit Regulator (contact number 0860 627 627) or make application to the National Credit Tribunal.

 

10. REFUNDS

 

10.1. Any full or partial return of the Goods is subject to the Merchant’s returns policy and applicable laws and must be settled with that Merchant.

 

10.2. We will only amend an Payment Schedule and process a Refund once the Merchant has requested us to do so in writing.

 

10.3. The Payment Schedule is automatically adjusted by the Happy Pay platform by applying the refund amount to the last instalment first and working backwards to the other instalments.

 

10.4. For full refunds, the refund amount will be equal to the sum of instalments paid to date.

 

10.5. For partial refunds, if the refund amount is greater than the instalments still due, then we will refund you the difference and mark the Payment Schedule as paid up; if the refund amount is less than the instalments still due, then we will adjust the Payment Schedule accordingly to reflect the revised amount still due.

 

10.6. Where a cash refund is due to you, we will credit your Card account, which may take up to 10 (ten) Business Days to reflect on your Card account.

 

10.7. Where you have used a coupon to pay for an order, and you or the Merchant later cancels your order (or part thereof) prior to delivery of the relevant product(s), or you log a return of one or more products for a credit in accordance with this Policy, the value of the Coupon will be deducted from the purchase price of the cancelled or returned product(s) (as applicable), and we will credit your account for the balance, if any (or refund you if that is your preference). For any subsequent cancellations or returns arising out of the same order, we will credit your account as normal with the value of the returned product (or refund you if that is your preference).

 

10.8. If a Merchant refunds you directly in cash, vouchers or the like, you will remain responsible for payment of the Payment Schedule, notwithstanding such refund.

 

10.9. You can view your revised Payment Schedule on your Happy Pay account.

 

11. PERSONAL INFORMATION

 

11.1. Your privacy is very important to us and we will use reasonable efforts in order to ensure that any information, including Personal Information, provided by you, or which is collected from you or third parties, is stored in a secure manner. You can refer to our Privacy Policy for more information on our privacy practices.

 

11.2. You agree and consent that we may transmit to registered credit bureau(s) information concerning:

 

11.2.1. this Agreement and the termination thereof; and

11.2.2. any non-compliance by you with the terms of this Agreement.

 

11.3. You acknowledge that such credit bureau(s) may provide a credit profile and possibly a credit score on your creditworthiness. You have the right to contact such credit bureau(s), to have the credit record(s) disclosed and to correct any inaccurate information.

 

11.4. You agree that we may seek information from any credit bureau when assessing your application, and at any time during the existence of this Agreement.

 

12. DIRECT AND AFFILIATE MARKETING

 

We may send you direct and affiliate marketing about our products and services and affiliate partner offers and services which may be of interest to you, but you may unsubscribe (opt out) at any time by sending an email to support@happypay.co.za.

 

13. OUR COMMUNICATIONS WITH YOU

 

If we need to contact you we may call or text your mobile number or contact you through the email or physical address that you have provided.

 

14. INTELLECTUAL PROPERTY

 

14.1. All Platform and software layout, Platform and software content, material, information, data, software, icons, text, graphics, layouts, images, sound clips, advertisements, video clips, user interface design and layout, trade names, logos, trademarks, designs, copyright and/or service marks, together with the underlying software code, (“the intellectual property”) are owned (or co-owned or licenced, as the case may be) by Happy Pay, our shareholders, directors, and/or affiliates, whether directly or indirectly, and as such, are protected from infringement by domestic and international legislation and treaties.

 

14.2. All rights to any intellectual property you provide to us will remain with you, but for which you have provided us with a revocable, non-exclusive, non-transferable, fully paid licence to use such intellectual property to provide you with our Happy Pay Services.

 

14.3. If you provide us with any suggestions, comments or other feedback relating to our Happy Pay Services or company (collectively, “Feedback”), such Feedback is provided ‘as is’ and is and will be deemed as our sole and exclusive property. You hereby irrevocably assign to us all of your rights, title and interest in and to all Feedback, if any, and waive any moral rights you may have in such Feedback. Without derogating from the foregoing, you hereby represent and warrant that you will not provide any Feedback to us which is subject to any third-party rights or any limitations or which you are otherwise precluded from providing to us and shall notify us as soon as you become aware of any third-party right or limitation which may apply to any Feedback already provided by you.

 

14.4. Subject to the rights afforded to you in these Terms, all other rights to all intellectual property on the Platform, the Happy Pay Services or Happy Pay are expressly reserved. You may not copy, download, print, modify, alter, publish, broadcast, distribute, sell, or transfer any intellectual property, editorial content, graphics or other material or the underlying software code whether in whole or in part, without our written consent first being granted, which consent may be refused at our discretion. No modification of any intellectual property or graphics is permitted. Should you breach these provisions, we and/or the rightful intellectual property rights owner may launch legal proceedings against you for a breach of contract, resulting in a claim of damages against you.

 

14.5. We reserve the right to make improvements or changes to the intellectual property, information, videos, graphics, and other materials on the Platform or within the Happy Pay Services, or to suspend or terminate the Platform or the Happy Pay Services, at any time without notice; provided that any transactions or functions already concluded, will not be affected by such suspension or termination (as the case may be).

 

14.6. Where any intellectual property has been licensed to us or belongs to any third party (“third party IP”) all rights of use will also be subject to any terms and conditions which that licensor or third party imposes from time to time, and you agree to comply with such third-party terms and conditions. If there is a conflict between the licensing terms of third-party IP and these Terms, the licensing terms of the third-party IP shall prevail only in connection with the related third-party IP. Happy Pay disclaims all liability related to any third-party components utilised in the Services. You acknowledge that Happy Pay is not the author, owner or licensor of any third-party IP, and we accordingly make no warranties or representations, express or implied, as to the quality, capabilities, operations, performance or suitability of third-party IP.

 

14.7. Subject to adherence to the Terms, Happy Pay grants to you a personal, revocable, non-exclusive, non-assignable and non-transferable license to use and display all content and information on any machine within your network. However, nothing contained on the Platform or via the Happy Pay Services or in these Terms should be construed as granting any licence or right to use any intellectual property without our prior written permission.

 

14.8. Unless otherwise agreed between the parties, you provide Happy Pay with the right to use and display, in perpetuity, any testimonial or review for our own promotional or marketing purposes in any medium or public space (including the Platform and social media). It is your responsibility to inform us if any part of the displayed information is confidential or will have a detrimental effect on you if used by us for promotional or marketing purposes.

 

15. ASSIGNMENT

 

15.1. You may not cede your rights or delegate your obligations or otherwise assign, novate or transfer your rights and obligations under this Agreement, the Payment Schedule or any Instalment without our consent, which may be withheld in our absolute discretion.

 

15.2. We may cede our rights and delegate our obligations or otherwise assign this Agreement, any right in this Agreement, or any Payment Schedule or any Instalment to a third party without your consent.

 

16. LIMITATION ON LIABILITY

 

16.1. You understand and agree that Happy Pay is not a registered credit provider or financial or payment service provider and is thus not regulated by either the National Credit Regulator, the Financial Sector Conduct Authority or the Payment Association of South Africa. Accordingly, the Services Happy Pay provides does not constitute the provision of credit nor the actions of a third-party payment service provider.

 

16.2. The Platform and Happy Pay Services are provided on an "as is" and "as available" basis without any warranties of any kind, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, or that the Platform or Happy Pay Services will be uninterrupted, error-free, secure, or free from viruses or other harmful components. Happy Pay does not warrant that the Platform or Happy Pay Services will meet your specific requirements or that any defects or errors will be corrected. You acknowledge and agree that your use of the Platform and Happy Pay Services is at your sole risk.

 

16.3. No advice or information, whether oral or written, obtained by you from Happy Pay or through or from the Platform shall create any warranty not expressly stated in these Terms. You are solely responsible for ensuring that your use of the Platform and Happy Pay Services complies with all applicable laws and regulations.

 

16.4. All content, information, and/or opinions of users made available on the Platform/Happy Pay Services in relation to any of the Happy Pay Services are those of the authors and not Happy Pay. While we make every reasonable effort to present such information accurately and reliably, we do not endorse, approve, or certify such information, nor guarantee the accuracy or completeness of such information.

 

16.5. We take reasonable security measures to ensure the safety and integrity of the Platform and the Happy Pay Services and to exclude viruses, unlawful monitoring and/or access. However, we do not warrant or represent that your access to the Platform or the Happy Pay Services will be uninterrupted or error-free or that any information, data, content, software, or other material accessible through the Platform or the Happy Pay Services will be free of bugs, viruses, worms, trojan horses or other harmful components.

 

16.6. To the maximum extent permitted by applicable law, Happy Pay, its shareholders, directors, employees, partners, and affiliates shall not be liable for any direct, indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, goodwill, or other intangible losses, resulting from (i) your use of or inability to use the Platform or Happy Pay Services; (ii) any unauthorised access to or use of our servers and/or any personal information stored therein; (iii) any interruption or cessation of transmission to or from the Platform or Services; or (iv) any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Platform by any third party.

 

16.7. You expressly acknowledge and agree that Happy Pay is not liable or responsible for any defamatory, offensive, or illegal conduct of other users or third parties.

 

16.8. You indemnify and hold harmless Happy Pay, its shareholders, directors, employees, and partners from any demand, action or application or other proceedings, including reasonable attorneys’ fees and related costs such as tracing fees, made by any third party, and arising out of or in connection with your use of the Platform and/or Happy Pay Services or transactions concluded thereby in any way, except to the extent such losses arise from the gross negligence or wilful misconduct of Happy Pay or its representatives.

 

16.9. You agree to indemnify, defend, and hold Happy Pay, its shareholders, directors, employees, and partners harmless from any direct or indirect liability, loss, claim and expense (including reasonable legal fees) to the extent arising from your use of the Platform or Happy Pay Services and/or breach of these Terms, except to the extent such liability, loss, claim, or expense results from the gross negligence or wilful misconduct of Happy Pay or its representatives.

 

17. Dispute Resolution

 

17.1. Should any dispute, disagreement or claim arise between you and Happy Pay concerning the use of the Platform or the Services, the parties shall endeavour to resolve the dispute amicably, by negotiation, and with the best interests of both parties in mind.

 

17.2. Should these parties fail to resolve such dispute in the aforesaid manner or within such further period as the parties may agree to in their negotiation, the parties will approach an independent industry expert who shall mediate the discussions between them to find a mutually beneficial solution.

 

17.3. If the dispute is still not resolved after such mediation, the parties will commence and be party to binding and confidential arbitration in terms of the expedited rules of the Arbitration Foundation of Southern Africa (“AFSA”), with an arbitrator selected by Happy Pay.

 

17.4. Notwithstanding the above, both parties' consent to the jurisdiction of an appropriate South African court. Either party may also always use the dispute resolution services of any applicable legislative tribunal or ombud, as provided for in applicable legislation.

 

17.5. The parties both agree that in no circumstance will either party publicise the dispute on any social media or other public platforms. The parties understand that any publicity of this nature can cause serious damage to the other party, which damage may result in a financial claim against the infringing party.

 

18. Termination of Use

 

18.1. IN ADDITION TO OUR OTHER RIGHTS HEREIN, WE RESERVE THE RIGHT TO RESTRICT AND/OR TERMINATE YOUR USE OF OUR PLATFORM/ OR SERVICES IF YOU BREACH ANY OF THESE TERMS, OR FOR ANY OTHER REASON IN OUR SOLE DISCRETION PROVIDED THAT WE GIVE REASONABLE NOTICE TO YOU.

 

18.2. You may terminate these Terms by completing payment of any Payment Schedule and deleting your account with the Platform. Termination in terms of this clause will not affect any rights or obligations accrued prior to the effective date of termination.

 

18.3. In the event of termination of your agreement with these Terms we will remove you from the Platform and delete your account and associated data in accordance with our data retention formula and processes.

 

19. Company Information

 

•        Site owner:                                     Happy Pay (Pty) Ltd

•        Legal status:                                    Private Company

•        Registration number:                     2021/925940/07

•        Description of business:                 Buy Now Pay Later

•        Platform address:                           https://www.happypay.co.za/

•        Email address:                                hello@happypay.co.za           

·                Registered address:                        18 Collingwood Road, Observatory

Western Cape, 7925

•        Postal address:                               As above.

 

20. GENERAL

 

20.1. Nothing in this Agreement shall create, constitute or evidence any partnership, joint venture, agency, trust or employer/employee relationship between us.

 

20.2. No waiver of any breach of this Agreement shall be deemed to be a waiver of any other, or any subsequent, breach. No failure or delay by any party in exercising any rights, power or privilege under this Agreement shall operate as a waiver, nor shall any single or partial exercise preclude any other or further exercise of any right, power or privilege under this Agreement.

 

20.3. This Agreement constitutes the entire agreement between us as it relates to a specific purchase of Goods and the relevant Payment Schedule. Each new purchase of Goods by way of the Pay-Later Service and associated Payment Schedule shall form a new Agreement.

 

20.4. If any provision of this Agreement is held to be invalid, illegal or unenforceable, it will be severed and the remainder of the Agreement will remain in full force and effect.

 

20.5. This Agreement shall be governed by and interpreted in accordance with the laws of South Africa. The parties irrevocably agree that the courts of South Africa shall have non-exclusive jurisdiction.

 

20.6. When you use our Platform or any of our other electronic channels, you do so entirely at your own risk. We cannot be held liable for any damage or loss sustained by you, or a third party, arising out of your access or use of our electronic channels, or reliance on any information contained thereon. You indemnify us accordingly. We do not warrant that the functions provided by these channels will be uninterrupted or error free, or that the website or the

server that makes it available are free from viruses or other harmful components. We further do not warrant that the content or information

displayed is always accurate, complete and/or current.

 

20.7. Should you wish to receive copies of documents relating to your account, you must advise us of the manner in which you want these to be delivered to you (provided we have the ability to effect the delivery you choose). In certain instances, we are entitled to charge a fee for such copies.

 

20.8. We can delay enforcing our rights under this agreement without losing them.

 

20.9. If we cannot enforce any term under this agreement, it will not affect any of the other terms of this agreement.

 

20.10. Each and every undertaking and clause as contained herein shall be capable of independent enforcement, thus enabling any court or other competent tribunal to enforce the remainder of this agreement should it adjudge any particular undertaking or portion or clause thereof to be invalid.