Term and Conditions
Circular App Limited (Registered in England and Wales Company No: 3527138)

Terms and Conditions

Definitions
1.1. “Access codes” means any of your secret numbers used to access the Company’s Online Digital Platforms (App, website, or online portal), including the Users personal identification number (PIN), biometric PIN equivalent, phone number, email address, password, username, or App digital identity code.
1.2. “Affiliate” means, in relation to the Company, any person directly or indirectly controlling, controlled by or under its common control or supervision.
1.3. “App” means the Circular application for your Device whereby Users transact, interact, and communicate with other registered Users and Merchants.
1.4. “App store” means the Device’s application store provided by Apple, Google, or Huawei, as is applicable to the User, from which the User downloads the App.
1.5. “Applicable laws” means whenever updated:
all laws, ordinances, constitutions, regulations, statutes, treaties, or by-laws;
policies, directives, rules, or other instructions of any relevant regulatory authority;
any instrument having the force of law;
the common law, judgment, order, or decree,
as all connected to the User and the Company’s obligations under these Terms and Conditions.
1.6. “Cookie” also known as browser cookies or tracking cookies, means small, often encrypted text files, located in browser directories. They are used by web developers to help Users navigate websites efficiently and perform certain functions.
1.7. “Device” means any electronic equipment that sends, receives, or processes electronic data including but not limited to any mobile phones, desktops, laptop computers or tablets which are connected to the Company’s Online Digital Platforms.
1.8. “eWallet” means the digital wallet that contains any credit due to a User, which can be accessed from within the Company’s Online Digital Platforms.
1.9. “Intellectual Property” means all intellectual property, whether registered or not, including but not limited to:
trade names, logos, patents, inventions, goodwill, trademarks, know-how, designs, copyright;
source codes, trade secrets, concepts, ideas, methods, specifications.
1.10. “Intellectual Property Rights” means all rights in and to Intellectual Property.
1.11. “Merchant” means the purchase of goods or services from a third-party natural person or legal entity registered and approved on the Company’s Online Digital Platforms.
1.12. “Online Digital Platforms” means the Company’s online digital platforms including but not limited to the App, websites, and online portals.
1.13. “Personal Information” means Information about an identifiable, natural or juristic person, including but not limited to, information about race, gender, marital status, nationality, ethnic or social origin, sexual orientation, age, physical or mental health, religion, belief, disability, language, birth, education, identity number, telephone number, email, postal or street address, location through your Device’s GPS, biometric information and financial, criminal or employment history as well as correspondence sent by the person that is implicitly or explicitly of a private or confidential nature or further correspondence that would reveal the contents of the original correspondence.
1.14. “Profile” means the digital identity the User creates when registering on the Online Digital Platforms. The User will get a digital identity code for the secure login process.
1.15. “Purchase” means the purchase of goods or services from a Merchant on the Online Digital Platforms.
1.16. “Sanctions” means any restrictions set by a Sanctioning Body, including but not limited to diplomatic, travel, trade or financial sanctions or embargoes.
1.17. “Sanctioned Entity” means
in the case of a juristic person, any person who (i) owns or controls it; or (ii) it owns or controls (and for these purposes, owns means holding any percentage of ownership or beneficial interest and controls means the ability, directly or indirectly and whether through the voting of shares, the appointment of directors or similar officers or through any other means, to control the business or policy of the juristic person);
in the case of any country, its ministries, departments, agencies, or any other governmental organisations,
listed on any Sanctions List or who is subject to any Sanctions;
1.18. “Sanction List” means whenever updated, any list of Sanctioned Entities published by a Sanctioning Body;
1.19. “Service” means the online school administration and management platform including but not limited to the following functionality: collections, safety, order, calendar, community, and messages, on the Online Digital Platforms;
1.20. “The Company” means Circular App Limited, including its subsidiaries and affiliates, a company registered in accordance with the laws of the England and Wales, with Company number: 13527138.
1.21. “Terms” means the terms and conditions set out in this document;
1.22. “Transaction or transact” means any actions that is executed on the Users behalf using the using the Online Digital Platforms;
1.23. “User” means a natural person or legal entity who registered on the Online Digital Platforms;
1.24. “Website” means the Company’s website at https://www.circular.ooo;
1.25. “You or your” means User as defined in point 1.23 above.
1.26. In this Agreement, unless inconsistent with the context, words referring to:
one gender includes a reference to the other gender and vice versa;
the singular includes a reference to the plural and vice versa; and
natural persons includes a reference to juristic persons and vice versa.

2. Overview
2.1. The Terms constitute a binding contract between the User and the Company (“the Agreement”) and govern the use of the Service offered by the Company, but in no way regulates the relationship between the User and other Users and/or creates any rights and/or obligations between the User and any other Users.
2.2. Any amendments and updates to the Terms will be posted on the Online Digital Platforms and where possible, Users will be notified of such changes.
2.3. It is the Users’ responsibility to ensure that they are fully acquainted and familiar with the Terms of the Service, and by using the Service the User agrees to be bound to this Agreement and to any other Terms of use applicable from time to time.
2.4. Should the User have any query regarding the Terms or require clarification or advice, kindly email the request to “legal@circular.ooo”.

3. Registration
Registering a new account
3.1. To use the Service, the User must register by following the prompts displayed on the Online Digital Platform.
3.2. During the registration process, the User may be required to enter the following details:
Full name;
Date of birth;
ID Number;
Email address;
Mobile number;
Billing address details;
Credit card details;
Bank account details.
3.3. In the event where the Users registration information is inaccurate or incomplete, the User will be required to update such information upon request.
3.4. A User may only register and operate a single account.
3.5. The Company reserves the right to suspend duplicate accounts.
3.6. No withdrawals and/or payments shall be processed until such time as the User has complied with all of the Company’s Know Your Client (“KYC”) requirements, if any, are met. The Company reserves the right to suspend any non-compliant accounts.
3.7. The User hereby consents to the Company conducting all and any background checks, including but not limited to Credit Bureau checks, in order to carry out its KYC requirements.

4. Transaction through the Online Digital Platforms
4.1. The User should only use the Online Digital Platforms on a device for which it is intended.
4.2. The Company will act on instructions that have been sent by the User.
4.3. The User must ensure that all Transaction information is correct. Once submitted, the Transaction cannot be reversed.
4.4. The Company is not responsible for any loss you suffer if you enter the incorrect details. The User agrees that any dispute in respect of a Transaction must be settled entirely between User and the Merchant.
4.5. The Company will process the Users’ Transactions in real time.

5. Passwords and Security
5.1. The account registration process will use usernames and passwords for account security purposes.
5.2. The User must keep this information secret. Any actions carried out through the account will stand if the username and password have been entered correctly.
5.3. Should any User give away, share, or lose his/her account number and/or password, the Company will not be held liable for any claims that may result from, or regarding that account.
5.4. The User is solely responsible for their account transactions and should keep their account information strictly confidential.
5.5. The User shall select a secret PIN number. The User agrees not to disclose and/or physically and/or digitally to record or reproduce this PIN number. Any flow of funds shall require the input of the Users PIN number. By inputting this PIN number, the User hereby acknowledges that they are freely, voluntarily and without any legal obligation to do so, consenting to the Company, and the flow of funds thereafter.
5.6. If the Users Device is lost or stolen, or is no longer in the Users possession, the User must immediately contact the Company at legal@circular.ooo, to delete or lock the Users Profile.
5.7. The Company is committed to providing secure Services. Only our authorised employees or agents have access to information related to the Online Digital Platforms.

6. Accuracy
6.1. The User is required to keep registration details up to date at all times. If the User changes their address, email, phone number or any other contact details or personal information, the User must update their account information.

7. Refusing, suspending, and closing accounts
7.1. The Company reserves the right at its sole discretion to refuse to register a User or elect to de-register, exclude, cancel, or suspend a User from the Service at any time, for any reason or for no reason whatsoever.
7.2. The User acknowledges that the Company has no obligation whatsoever to provide prior notice of the decision to refuse, de-register, exclude, cancel, or suspend a User.
7.3. If the Company de-registers, excludes, cancels, or suspends a User, the Company shall have the unlimited right to:
establish the specific criteria the User must comply with, in order to be allowed access to the Service (and the Users’ account, if applicable); and
furnish information about the User to law enforcement agencies (if the reason for such termination, de-registration, exclusion, cancellation, or suspension was fraud or some other form of illegal misconduct). The User hereby irrevocably authorises the Company to do so in its absolute discretion.
7.4. This agreement between User and the Company may be terminated, by the User at any time. The User must notify the Company at legal@circular.ooo to close the account. The Company will use all reasonable efforts to close the Users account within 10 business day from receiving the notification.

8. Warranties by the User
The User represents and warrants that:
8.1. The User is authorised to accept these Terms;
8.2. The User has full contractual capacity, and no court has declared the User mentally unfit;
8.3. The User is 18 years of age or older and of full legal capacity. If the User is under the age of 18 years or does not have full legal capacity to act, the User may only use the Online Digital Platforms with the involvement and supervision of the Users parent or legal guardian. If Users parent and/or legal guardian gives the User consent, then the User agrees to be bound by the Terms and to be liable and responsible for all the Users legal obligations under the Terms;
8.4. The User is not, and will not be, a Sanctioned Entity;
8.5. The User is not being investigated for any activities relating to Sanctions;
8.6. The User has given the Company the correct information;
8.7. The User has read and understands the Terms.

9. Fees and Costs
9.1. Each wallet upload and withdrawal will attract a service fee.
9.2. The fee is to cover the cost of the third-party payment gateway, that executes the payment on behalf of the Company.
9.3. You agree to pay the fee of between 2% – 6% depending on the third-party provider.
9.4. There is further fee of between 2% – 4% when withdrawing funds from the Online Digital Platforms.
9.5. The fees exclude VAT.
9.6. Standard data costs will be charged by the Users data provider when you download and transact on the Online Digital Platforms.
9.7. The Company reserves the right at its own discretion to amend and change the service fees charged. Any amendments to the service fees will be posted on the Online Digital Platforms, and where possible Users will be notified of such changes via email.

10. eWallet Withdrawals
10.1. eWallet withdrawals will be made via EFT directly into the User’s bank account.
10.2. The Company processes withdrawals on Wednesday and Friday each week at 14H00.
10.3. The processing time for withdrawals is between 2 to 3 business days to reflect in the Users’ bank account.
10.4. Withdrawals will only be made in the name of the account holder and not to any third party, under any circumstance.
10.5. The Company reserves the right to claim back any eWallet withdrawals made in error.
10.6. For eWallet withdrawals, the User must comply with KYC requirements and provide proof of identity and confirmation of banking details.
10.7. The Company reserves the right to undertake reasonable due diligence to verify the validity of the User’s bank account as a pre-condition to processing wallets withdrawals.

11. KYC
11.1. In order to combat financial crimes such as money laundering, tax evasion, and terrorist financing activities and to identify suspicious transactions on the Online Digital Platform, Users agrees to comply with the Company’s KYC policies and requirements,
KYC requirements (International Users)
11.2. The User must submit and provide proof of identity and confirmation of banking details.
KYC requirements (South African Users)
FICA
11.3. In so far as the Company may be an accountable institution it operates in compliance with the requirements of South Africa’s Financial Intelligence Centre Act 2001 (“FICA”) which sets out, inter alia, requirements in relation to identifying all customers (“Users”).
Verifying all customer information gathered in the registration and identification process;
Keeping records of all information and documentation;
Cash Threshold Reporting;
Suspicious and unusual transactions reporting.
11.4. The following supporting documentation is mandatory and must be submitted to kyc@circular.ooo:
A copy of Customer’s identity document (SA ID card or a valid unexpired passport);
Proof of residence not older than 3 months (utility bill, municipal rates and taxes, Telkom bill or retail statement).
11.5. The Company will operate in accordance with the requirements of FICA and its associated regulations. Where FICA does not specify such aforementioned procedures, the Company reserves the right to implement its own procedures and/or limits (subject always to any applicable legislation and/or regulations) in accordance with good corporate governance.
11.6. For further information on FICA please go to www.fic.gov.za.
11.7. The Company reserves the right to suspend any account that has not met FICA requirements and no withdrawals whatsoever shall be processed if a client is not FICA compliant.
11.8. In accordance with the above procedures, the Company reserves the right to submit all provided personal information to a 3rd-party verification and or credit agencies. The purpose of 3rd-party consultation is to confirm customer personal details and information.
11.9. The Customers agree to their information being shared through API-integration with the outlined 3rd-party for the purpose of establishing this required information.

12. Software and Hardware
12.1. The User must use a Device that is suitable for the Online Digital Platforms and the User must make sure the latest version of the Online Digital Platforms software is used. Any updates will be posted on the Online Digital Platforms. If the User does not use the latest version of the Online Digital Platforms software, the Service may not work properly and could result in security risks or data breaches, for which the Company will not be liable under any circumstances.

13. The rights of the App Store
The User acknowledge and agrees that:
13.1. These Terms are entered into between the User and the Company. Since the App is made available through the App Store, the App Store is a third party under these Terms and will also have the right to enforce the Terms against the User;
13.2. To the maximum extent allowed by law, the App Store does not give or enter into any warranty, condition, or other term in relation to the App and will not be liable to the User for any claims, losses, costs, or expenses of whatever nature in relation to the App or as a result of you or anyone else using the app or relying on any of its content;
13.3. Any claims relating to the licence to the App, possession or use of the App are between User and the Company (and not between User, or anyone else, and/or the App Store), including but not limited to, product liability claims, any claim that the App fails to conform to any applicable legal or regulatory requirement and claims under consumer protection legislation; and
13.4. If any claim by a third party that the Users possession or use (in line with these Terms) of the App infringes any Intellectual Property Rights, the App Store will not be liable to the User in relation to that claim.

14. Data Protection
14.1. The User consents to the Company collecting Personal Information and where lawful and reasonable, from public sources for credit, fraud, and compliance purposes, as well as the purposes set out below.
14.2. If the User gives Personal Information about or on behalf of another User, the User confirms that they are authorised to: (a) give the Company the Personal Information; (b) the Users consents on behalf of the other User to the Processing of the Users Personal Information, specifically any cross-border transfer of Personal Information into and outside the country where the products or services are provided; and (c) to receive any privacy notices on other Users behalf.
14.3. The User consents to the Company Processing Personal Information:
to open, administer and operate your Profile and Online Digital Platforms;
to provide products and services to the User which are linked to the Users Profile and Online Digital Platforms and any other products and services for which may apply;
to register the User for the Online Digital Platforms and provide the User with Access Codes;
to provide information to any third party who works with the Company where applicable;
to analyse information to identify possible markets and trends, and develop new products and services;
to comply with any applicable laws;
to carry out statistical and other analyses to identify potential markets and trends, evaluate and improve the business (this includes improving existing and developing new products and services);
in countries outside the country where the products or services are provided. These countries may not have the same data protection laws as the country where the products or services are provided. Where possible the Company will ask the receiving party to agree to our Privacy Policies;
by sharing the Users Personal Information with any Merchant with whom the User Transacts, any regulatory authority, other financial institutions, or other entities aimed at preventing or combatting fraud and other Prohibited Activities; by sharing The Users Personal Information with our third-party service providers, locally and outside the country where the products or services are provided. The Company asks third-party service providers who provide services to the Company to agree to the Company’s privacy policies, if these third-party service providers need access to any Personal Information to carry out the services;
within the Company.
14.4. The Company uses “Cookies” to identify the areas of the Online Digital Platforms that User have visited. The Company uses Cookies to enhance the performance and functionality of the Online Digital Platforms. However, without these cookies, certain functionality may become unavailable to the User. Most Online Digital Platforms can be set to disable the use of Cookies. However, if the User disables Cookies, the User may not be able to access functionality on Online Digital Platforms correctly or at all.
14.5. It is important that the Users read the Privacy Policy together with these terms.

15. Intellectual Property
15.1. Subject to any Intellectual Property Rights held by any other third parties, the Company keeps all Intellectual Property and Intellectual Property Rights, all content (including, all proprietary information, trademarks and copyright in any logos and other devices or storage media) in or sent to, through and from the Online Digital Platforms save where otherwise indicated in writing by the Company.
15.2. The Company grants the User a non-assignable, non-sub-licensable, non-transferable, non-exclusive licence to use the Online Digital Platforms, which may include updates and/or upgrades, only for purposes outlined in these Terms and for no other purposes. The User will be asked to accept any additional terms through the Online Digital Platforms when applicable. The Online Digital Platforms is licenced to the User only and User will not grant any rights of use or any other rights in respect of the Online Digital Platforms or any Intellectual Property Rights in it to any other person.
15.3. The licence granted to the User will start when User registers on the Online Digital Platform and will continue until it is terminated in line with these Terms, which will result in the cancellation of the Users access to the Online Digital Platforms. On termination of the licence granted in these Terms, for any reason, the User must immediately stop all use on the Online Digital Platforms.
15.4. Certain content available on the Online Digital Platforms may include content that belongs to third parties. The Company may provide links to third-party, such as the Merchants, as a convenience to the User.
15.5. The User agrees that the Company is not liable for any of the following:
the content or the accuracy of any such content belonging to third parties, including, but not limited to any Merchants, featured on the Online Digital Platforms;
any content featured on the third-party websites that are accessed through the links found on the Online Digital Platforms;
15.6. The User may not copy, republish, distribute, adapt, modify, alter, de-compile, reverse engineer, or attempt to derive the source code of or create a derivative of works or otherwise attempt to reproduce the Online Digital Platforms, its contents, including any Intellectual Property therein, its design, any updates to the Online Digital Platforms and/or any proprietary features in relation to it, or any parts of it. This prohibition extends to any and all content belonging to third parties that is found on the Online Digital Platforms and/or any content featured on the third-party websites which are accessed through links that are found on the Online Digital Platforms. You may not sub-licence such third-party content, including Intellectual Property Rights associated with it.
15.7. The User acknowledges that:
The User will in no way represent that the User has any rights of any nature in any current and future Intellectual Property belonging to the Company and/or any third parties featured on the Online Digital Platforms;
The User will not use the Company’s and/or any third party that is featured on the Online Digital Platforms current and future Intellectual Property in any manner whatsoever or any other Intellectual Property which is identical, similar and/or confusingly similar thereto in any country;
The User will not apply for or obtain registration of our and/or any third party that is featured on the Online Digital Platforms current and future Intellectual Property or any other Intellectual Property which may be confusingly similar thereto in any country;
The User will not challenge our and/or any third party that is featured on the Online Digital Platforms rights to its current and future Intellectual Property in any country;
The User will not do, or omit to do, or cause to be done any act or thing which would be expected to weaken, damage, be detrimental to or in any way impair or tend to impair the Company’s and/or any third party that is featured on the Online Digital Platforms current and future Intellectual Property or the reputation and goodwill associated therewith or us and/or any third-party featured on the Online Digital Platforms, or which would be expected to jeopardise or invalidate any registration of our and/or any third party that is featured on the Online Digital Platforms current and future Intellectual Property; and
15.8. The User will not use, register or attempt to register as trade names, corporate names, business names, logos, domain names, meta-tags, meta descriptors, electronic mail (e-mail) addresses, server names, or search-engine markers anything that is identical to, contained in whole or in part, or is otherwise confusingly similar to our and/or any third party that is featured on the Online Digital Platforms current and future Intellectual Property in any country.
15.9. The User may not establish a hyperlink, frame, metatag, similar reference, whether electronically or otherwise, or any other reference to the Online Digital Platforms without our prior written consent.
15.10. The User indemnifies the Company against all actions, claims, costs, demands, expenses, and other liabilities suffered or incurred by us as are result of any third-party claims initiated and/or instituted against us relating to your unauthorised use of the Online Digital Platforms, the content thereon and/or any other Intellectual Property and Intellectual Property Rights flowing from the foregoing.
15.11. Any breach of the terms under this clause 15 entitles the Company, in addition to the Company’s normal common law remedies, to take legal action without prior notice to the User and the User agrees to reimburse the costs associated with such legal action to us on an attorney and own client scale.

16. Sanctions
The User must not:
16.1. use the Online Digital Platforms to finance any Sanctioned Entity;
16.2. act in a way that benefits a Sanctioned Entity;
16.3. be involved in any Prohibited Activities; or
16.4. use any product or service provided by the Company for any Prohibited Activities.
16.5. The User must let the Company know immediately in writing, when the User is aware of being investigated for any activities relating to Sanctions.
16.6. The User is responsible, and indemnifies the Company against all and any fines, penalties, losses, damages, costs, actions, proceedings, claims or demands (Losses) which the Company may suffer because:
funds are seized or withheld by any Sanctioning Body or any other third party (including by the Company); or
The User breaches this clause 13.
If Company knows or suspect that the User is in breach of this clause 13 or User is about to become subject to Sanctions, the Company can immediately, at its sole discretion:
close, restrict activity or suspend access to the Online Digitals Platforms and any other product or service the Company provides; and/or
cancel these Terms and/or any other relationship which the Company has with the User.
16.7. The Company is not responsible to the User for any losses that the User may suffer as result of the cancellation Users account.

17. Disclaimers
17.1. The user uses the Online Digital Platforms at the Users own risk.
17.2. The Online Digital Platforms are provided to the User “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its subsidiaries, affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory, or otherwise, with respect to the Online Digital Platforms, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Online Digital Platforms, will meet your requirements, achieve any intended results, be compatible or work with any other software, systems, or Services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
17.3. The Company, its employees, agents, and shareholders accept no responsibility or liability for any damages or loss that may result, or be alleged to have resulted, from the Service, the Online Digital Platforms, or its contents including interruptions in transmission or operation, loss or corruption of data, failure of lines or any other communication medium, any Users misuse.
17.4. The Users indemnifies the Company for all losses or damages that the Company or any other person may suffer because of your use of the Online Digital Platforms or because the User did not fulfil the obligations under these Terms or because funds are seized or withheld by any Sanctioning Body or any other third party (including by the Company).

18. Governing Law
18.1. This Agreement will in all respects be governed by and construed under the English law.
18.2. The User agrees that all such claims and disputes will be heard and resolved in the jurisdiction of English courts. The User consents to the personal jurisdiction of such courts for this purpose and waive and agrees not to assert any objection to such proceedings in such courts (including any defence or objection of lack of proper jurisdiction or venue or inconvenience of forum).
18.3. The User warrants that the use of the Service is lawful in the jurisdiction in which it is being used, and hereby indemnifies and holds the Company harmless against all and any prosecution and/or claims that may arise out of the use of the Service in that jurisdiction.

19. User Contact information
19.1. If the User has any questions about the Agreement and Online Digital Platforms and Service, the User can email the Company at legal@circular.ooo