Token Portal Terms of Use (Portal now closed)

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Last updated: 5 December 2018

Please read these Terms Of Use (“Terms”, “Terms of Use”) carefully before using the https://tokensales.newtownpartners.com website (the “Service”) operated by Newtown Partners. (“us”, “we”, or “our”).

  1. Summary of these TermsIn these Terms, we set out the following important things:
    1. the rights and responsibilities applying to you (as a user) and to us;
    2. the Services that we provide;
    3. privacy aspects;
    4. legal recourse;
    5. limitation of liabilities;
    6. considerations regarding minors; and
    7. our company information
  2. What are these Terms?
    1. These are the “Terms” that regulate your use of our Services, and our relationship with you. They create a legally binding contract between us, as soon as they apply, as set out in clause 3.
    2. Our “Services” are those that are available on https://tokensales.newtownpartners.com (“Website”). Our Services may also be available through future alternative channels to which these Terms will also apply.
    3. Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who wish to access or use the Service.
    4. By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you do not have permission to access the Service.
  3. When do these Terms apply?
    1. These Terms will apply the instant you become a subscriber, registered user, browser or a user of our Services. Examples of when that may be include:
      1. the moment you agree to them by registering on the Website;
      2. by clicking the tick box on the Website accepting these Terms;
      3. browsing the Website; or
      4. by using any Service/s or participating in any token sale available to you on our Website
    2. To make use of our Services or any of the Services available on our Website you need to agree to these Terms. We reserve the right to refuse any request for our Services or to participate in Services offered on our Website without notice or reason.
  4. Changes to these Terms

    1. We have the unfettered right (as far as the law allows) to change or add to any of these Terms, cancel the Services or offer new Services and/or products to you from time to time; suspend, change or add to our Website, at our discretion, and such changes will apply as soon as they are made.
    2. For continued use of certain specified Services on our Website, you may, in our discretion, be requested from time to time to accept new or amended versions of these Terms, which will appear as a pop-up, requesting your acceptance thereof.
    3. Should you disagree with the changes made, you can discontinue using our Services.
  5. Duration of these Terms
    1. Simply, these Terms apply for as long as you use our Services or participate in any Services via our Website.
  6. Our Services Essentially, we are offering a platform which can be accessed via our Website which aims to do the following or related services, namely:
    1. facilitation services for existing or future token sales or token crowdfunding initiatives;
    2. providing a curated platform of existing token sales;
    3. hosting a general platform for parties to have access to potential future token sales or issuances currently in operation; and
    4. providing curated information relating to general distributed ledger technologies and applications for interested parties.
  7. What we don’t do
    1. We do not:
      1. Accept any risk for your participation in any Services offered on our Website or communicated to you by us, by any of our affiliated or associated service providers or by parties utilising or website for the offer of third party services;
      2. provide investment, financial, tax or legal advice. This website cannot substitute for professional advice and independent factual verification. The content provided on this site is for informational purposes only and to use it you must accept our terms of use, privacy policy and disclaimer policies.
      3. endorse any specific project or token sale that we are listing; our only service is that of providing a curated platform to the entity conducting the token sale.
      4. Accept any liability, whether in contract, or criminal (including negligence) or otherwise, in respect of any damage, expense or other loss you may suffer arising out of any information on our Website or any reliance you may place upon such information. You should verify any information that you find on our Website that you wish to rely on, whether for investment decisions or otherwise.
    2. You are responsible for:
      1. Ensuring that you fully understand and familiarise yourself with all risks involved of participating on our website and/or any further Services which may include the risk of loss in trading digital assets (which can be substantial).
      2. carefully considering and determining whether such participation on our website in any of the Services is suitable for you in light of your circumstances and financial resources.
      3. Determining, educating yourself and becoming aware of the following points relating to your participation of any of the Services, namely:
        1. That you may sustain a total loss of the digital currencies and digital assets in your account; and
        2. Under certain market conditions, you may find it difficult or impossible to liquidate a position. This can occur, for example, when the market reaches a daily price fluctuation limit (“limit move”), if there is insufficient liquidity in the market.
      4. Internet transmission risks. You acknowledge that there are risks associated with utilizing an internet-based services system including, but not limited to, the failure of hardware, software, and Internet connections. You acknowledge that we shall not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when trading via the Services, howsoever caused.
      5. We will not be liable for any claims whatsoever arising from:
        1. Any participation by you in any of the Services or related services which we offer of third parties on our Website;
        2. Any participation by you in a token sale hosted on our Website; or
        3. Any other form of risks, which may currently exist or develop in future relating to the Services, offerings on the Website or Website.
      6. BEWARE! You use our Services at your own risk.
      7. It is entirely your responsibility to seek the relevant legal, regulatory, tax, technical, business, investment, financial, crypto, blockchain and accounting advisors, as the case may be to advise you on the legal effect of the Services provided by us to you as well as the implications of you participating in these services. The provision by us of the Services does not constitute advice and nothing in this document should be construed as constituting any form advice.
  8. Login details, usernames and passwords
    1. Our Website makes use of login functionality requiring you to create an account, using either your email address, username and password, or by utilising Civic Identity Verification or social media integration (“Access Credentials”).
    2. You are solely responsible for the safekeeping of these Access Credentials.
    3. This means that should anyone enter your Access Credentials (whether that be you, your employees, your spouse, etc.), we assume that the person using the Services is you or has your permission to use your account.
    4. It is in your interests to familiarise yourself with our security requirements, guidelines and procedures communicated by us from time to time, and follow these carefully.
    5. Inform us immediately if there has been, or if you suspect, any breach of security or confidentiality.
    6. Where you are a business, you and your employees have the same responsibilities and we have the same rights – though we expect that you will be somewhat more diligent than these bare minimum rules.
    7. When registering to participate in a token sale on the Website you accept and give us the permission to share that information provided during registration with the relevant token sale issuer or any affiliated party.
  9. Communications
    By creating an account, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send.
  10. Acceptable use policy
    1. Not all devices may support the use of our Services or the Services which may be available on our website. It is your responsibility to keep your device(s) updated and/or in a condition for them to support the use of our Services, including internet access capabilities.
    2. The use of our Services may be restricted to certain geographical areas. It is your responsibility to determine whether your location is supported by our Services before incurring any liability to us as we will not be liable for any loss that you may incur because of our Services not being supported in your location due to whatsoever reason.
    3. You must respect our Website and our intellectual property in the best of good faith, and use it only as we intend it to be used. Any use by you of our Website and/or Services which violates this undertaking can result in us terminating your use of our Website and/or Services. We will be the sole judge of what constitutes a violation of your undertaking to use our Website in the best of good faith, but these will likely be good grounds:
      1. copying or distributing any of the content;
      2. providing any untrue or incorrect information to our Website and/or our Services;
      3. changing, modifying, copying, decompiling, circumventing, disabling, tampering with or any part of our Website and/or Services, including their security features or reverse engineering our Website, App and/or our Services;
      4. infecting our Website with any software, malware or code that may infect, damage, delay or impede the operation of our Website or which may intercept, alter or interfere with any data generated by or received through our Website or the Services;
      5. using malicious search technology, including, but not limited to, spiders and crawlers;
      6. deep linking to any pages of our Website and/or Services in a way to suggest that you are the owner of any intellectual property in our Website, App and/or Services;
      7. using the interactive sections of our Website and/or Services, to post any material which, in our discretion, is false, defamatory, inaccurate, abusive, vulgar, hateful, harassing, obscene, profane, sexually oriented, threatening, invasive of a person’s privacy, or otherwise violates any laws; or
      8. allowing any third party to use your Access Credentials in any manner other than as permitted by these Terms.
  11. Content
    1. Our Service allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material (“Content”).
    2. You are responsible for the Content that you post on or through the Service, including its legality, reliability, and appropriateness.
    3. By posting Content on or through the Service, you represent and warrant that: (i) the Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, and (ii) that the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. We reserve the right to terminate the account of anyone found to be infringing on a copyright.
    4. You retain any and all of your rights to any Content you submit, post or display on or through the Service and you are responsible for protecting those rights. We take no responsibility and assume no liability for Content you or any third-party posts on or through the Service. However, by posting Content using the Service you grant us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Service. You agree that this license includes the right for us to make your Content available to other users of the Service, who may also use your Content subject to these Terms.
  12. Consent required for minors
    1. We assume that by you being granted Access Credentials you are 18 (eighteen) years or older or have had a parent or guardian give consent on your behalf to use our Website and/or Services.
    2. We accept no responsibility for invalid consent being provided by the users of our Website and/or Services.
  13. Privacy policy
    1. Please note that this clause 13 applies in addition to the general privacy policy available on the Website.
    2. We are committed to taking steps to protect your privacy when you use our Website and Services. We implement business practices that comply with all relevant legislation, including the Protection of Personal Information Act, 4 of 2013 (“POPI”) and applicable law as required from time to time.
    3. When we refer to “Personal Information” or “Information”, we mean Personal Information as defined in POPI. It includes, for example, your full name, surname, email address, identity number, contact details, and location.
    4. We also implement appropriate technical and other security measures to protect the integrity and confidentiality of your Personal Information. We protect and manage Information that we hold about you by using electronic and computer safeguards such as firewalls, data encryption, and physical and electronic access control to our buildings. We only authorise access to Information to those employees who require it to fulfil their designated responsibilities.
    5. We may transfer your Information to foreign countries mainly for retention purposes or if our service providers are cross border or use systems cross border. If you continue to use our Website and/or Services, you expressly agree that we may transfer your Information cross border for these purposes. We will only share Information cross border with recipients who have similar data protection laws, such as POPI, or who have entered into agreements with us agreeing that the POPI principles apply to them.
    6. We may track your use of our Website and/or Services for a number of purposes. Information obtained about you in this regard will not be shared or used in violation of these Terms or any applicable laws. Should you wish to have any Information about you in this regard depersonalised, you have the right to request us to do so, however, this may result in you not receiving the full benefit of our Website and/or Services.
    7. We will provide you with Access Credentials in accordance with clause 8. It is however your responsibility to keep your Access Credentials secure. Your Access Credentials will receive the same security measures as all other Information held by us.
    8. Any Personal Information that we may have of yours will only be published in so far as is required by the Services and in accordance with the requirements of the laws of South Africa.
    9. We will keep your Personal Information confidential and only share it with others in terms of these Terms, where you consent to it, or if the law requires us to share it. We have trusted relationships with carefully selected third parties who perform services for us. All these service providers have a contract with us in terms whereof they have a legal obligation to secure your Personal Information and to use it only in a way that we permit.
    10. For purposes of clarity and in order to avoid any confusion or disputes, you irrevocably agree and consent and give us permission to share your Personal and/or Confidential Information to any relevant token sale issuer or affiliated third party that you have indicated interest in, during your use of the Website and/or platform.
    11. If you believe we are using your Information unlawfully, please contact us at tokensales@nullnewtownpartners.com. If you have no success in this regard, you may lodge a complaint to the Information Regulator:
      1. Website: http://www.justice.gov.za/inforeg/index.html.
      2. Address: SALU Building, 316 Thabo Sehume Street, Pretoria.
      3. Contact number: 012 406 4818.
      4. Fax number: 086 500 3351.
      5. Email: inforeg@nulljustice.gov.za.
  14. Social media integration
    1. The Website may allow you to create an account, profile, log in and/or share information through connecting to various social media sites or apps, including Facebook, Twitter, LinkedIn, Instagram and Google+.
    2. If you proceed to use our Services in such context, then the relevant social media platforms’ rules will also apply and you agree to such integration.
  15. Deemed rules for sending and receiving electronic messages
    1. We will primarily use email and electronic notices on the Website as our main communication tool for all communications relating to our Services, or these Commercial Terms. This may include the use of SMS (short message services), registered mail or telephone.
  16. Third party sites
    1. We may provide certain hyperlinks to third party websites or apps only for your convenience, and the inclusion of any hyperlinks or any advertisement of any third party on our Website and does not imply endorsement by us of their websites or apps, their products, business or security practices or any association with its operators.
    2. If you access and use any third-party websites, apps, products, services, and/or business, you do that solely at your own risk.
    3. You also agree and consent that that we may share or distribute certain information or details with certain third parties such as the token issuers, affiliated parties or any associations which may have services offerings approved for use by us when you subscribe or register to use our Website or any of the Services that we offer.
  17. Intellectual property rights
    1. You acknowledge and agree that all right, title and interest in, and to, any of our intellectual property (including but not limited to any copyright, trademark, design, logo, process, practice, or methodology which forms part of, or is displayed or used on the Website or the Services including, without limitation, any graphics, logos, designs text, button icons, images, audio clips, digital downloads, data compilations, page headers and software) is proprietary to us or the respective owner(s)’ property and will remain our or the owner’s property at all times.
    2. You agree that you will not acquire any rights of any nature in respect of that intellectual property by using our Services.
  18. Disclaimer
    1. EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY US, OUR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM, AND YOU WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO OUR SERVICES, INCLUDING THE INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN.
  19. Warranties and representations
    1. We give no guarantee of any kind concerning the content or quality of our Services. We do not give any warranty (express or implied) or make any representation that our Services will operate error free or without interruption or that any errors will be corrected or that the content is complete, accurate, up to date, or fit for a particular purpose.
    2. We make no representations to you, either express or implied, and we will have no liability or responsibility for the proper performance of the Website and/or Services and/or the information, images or audio contained on the Website. Our Services are used at your own risk.
    3. You warrant to and in favour of us that:
      1. you have the legal capacity to agree to and be bound by these Commercial Terms; and/or
      2. you are 18 (eighteen) years or older; and
      3. these Terms constitute a contract valid and binding on you and enforceable against you.
    4. Each of the warranties given by you will:
      1. be a separate warranty and will in no way be limited or restricted by inference from the terms of any other warranty or by any other words in these Terms;
      2. continue and remain in force irrespective of whether your account is active, suspended or cancelled; and
      3. be deemed to be material.
    5. YOU ACKNOWLEDGE THAT INFORMATION YOU STORE OR TRANSFER THROUGH OUR SERVICES MAY BECOME IRRETRIEVABLY LOST OR CORRUPTED OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES, INCLUDING SOFTWARE FAILURES, PROTOCOL CHANGES BY THIRD PARTY PROVIDERS, INTERNET OUTAGES, FORCE MAJEURE EVENT OR OTHER DISASTERS INCLUDING THIRD PARTY DDOS ATTACKS, SCHEDULED OR UNSCHEDULED MAINTENANCE, OR OTHER CAUSES EITHER WITHIN OR OUTSIDE OUR CONTROL. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP AND MAINTAINING DUPLICATE COPIES OF ANY INFORMATION YOU STORE OR TRANSFER THROUGH OUR SERVICES.
  20. Severability
    If any part of these Terms becomes illegal, invalid or unenforceable in any jurisdiction affected by these Terms, then those illegal, invalid or unenforceable provisions will be severed from these Terms (they will be treated as if they don’t exist), and the remaining provisions of these Terms will continue as valid and enforceable.
  21. Confidentiality
    You can understand how sensitive our business model is to information being leaked. So, you agree:

    1. to keep all information gained from using our Website and/or our Services (“Confidential Information”) confidential; and
    2. not to disclose the Confidential Information to any one, and to keep it confidential.
  22. Termination
    1. We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.
    2. If you wish to terminate your account, you may simply discontinue using the Service.
    3. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
  23. Limited liabilities
    To be clear:

    1. we will not be liable to you for any loss caused using our Website and/or Services or your liability to any third party arising from those subjects. This includes:
      1. any interruption, malfunction, downtime, off-line situation or other failure of the Website, system, databases or any of its components;
      2. any loss or damage regarding your data or other data directly or indirectly caused by malfunction of the Website; and
      3. any third-party systems whatsoever, power failures, unlawful access to or theft of data, computer viruses or destructive code on the Website and/or third-party systems or programming defects;
    2. we will not be liable if any material available for downloading from the Website is not free from infection, viruses and/or other code that has contaminating or destructive properties;
    3. our Website may include inaccuracies or typo’s – in such instances we can’t be held liable and can’t be forced to comply with offers that are genuinely (and/or negligently) erroneous;
    4. we are not responsible for the proper and/or complete transmission of the information contained in any electronic communication or of the electronic communication itself nor for any delay in its delivery or receipt. Security measures have been implemented to ensure the safety and integrity of our Services. However, despite this, information that is transmitted over the internet may be susceptible to unlawful access and monitoring; and
    5. finally, our limited liability applies to all and any kind of loss which we can possibly contract out of under law, including direct, indirect, consequential, special or other kinds of losses or claims which you may suffer.
  24. Indemnity
    You shall indemnify, defend and hold us (including our shareholders, directors and employees, in whose favour this constitutes a stipulation capable of acceptance in writing at any time), our affiliates and their employees and suppliers harmless from any and all third party claims, any, actions, suits, proceedings, penalties, judgments, disbursements, fines, costs, expenses, damages (including, without limitation, indirect, extrinsic, special, penal, punitive, exemplary or consequential loss or damage of any kind) and liabilities, including reasonable attorneys’ fees, whether directly or indirectly arising out of, relating to, or resulting from the negligence, breach of these Terms or violation of applicable law, rule, regulation by a party or its affiliates, or their respective owners, officers, directors, employees, or representatives.
  25. Waiver
    Failure or neglect by us to enforce any of these Terms, will not be construed as a waiver of our rights, nor will such failure or neglect in any way affect the validity of the whole or any part of these Terms, nor prejudice our rights to take subsequent action.
  26. Applicable law and disputes
    1. The content of these Terms is governed by South African law, including the Website and any interaction you may have with the Website regardless of what country you are based in, or the country where you access the Website or the country where you receive or use our Services.
    2. Please take note that, if you access the Website from another country, you will bear sole responsibility for complying with that country’s laws.
    3. If we ever have a dispute, then you agree that the High Court of South Africa (Western Cape Division, Cape Town) will have sole jurisdiction to consider our dispute, applying these Terms and South African law.
  27. Force majeure
    Except for the obligation to pay monies due and owing, neither you nor we will be liable if either of us cannot perform in terms of any agreed terms due to reasons beyond our control. This includes lightning, flooding, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes, acts or omissions of persons for which we are not responsible, and acts of government or other competent authorities (including telecommunications and internet service providers).
  28. Disclosure in terms of section 43 of Electronic Communications and Transactions Act, 25 of 2002
    1. Site owner: Newtown Partners Proprietary Limited (“Newtown Partners”), registration number 2012/163923/07.
    2. Legal status: Newtown Partners is a private company, duly incorporated in terms of the applicable laws of South Africa.
    3. Director(s): Llewellyn Claasen
    4. Description of main business of Newtown Partners: A platform for interested parties to gain access to distributed ledger technology offerings and affiliated Services.
    5. Email address: tokensales@nullnewtownpartners.com
    6. Website address: www.newtownpartners.com.
    7. Physical address:  Annex, 2 Energy Lane, Century City, Cape Town, 7441
    8. Postal address:  Annex, 2 Energy Lane, Century City, Cape Town, 7441
    9. Registered address:  Annex, 2 Energy Lane, Century City, Cape Town, 7441