Terms and Conditions

1. About us

We give this information as required by section 43 of the Electronic Communications and Transactions Act.

2. Words we use

• "We", "us", "our" and "Libelula" mean Libelula Consulting (Pty) Ltd.
• "You" and "your" mean the person or organisation that uses our website or engages us. If you act for a company, you confirm that you have authority to bind it.
• "Services" means the company secretarial and compliance services described in your quote.
• "CIPC fees" means the statutory fees that CIPC charges for a filing. We pay these to CIPC on your behalf.
• "Business day" means Monday to Friday, excluding South African public holidays.

3. Our services

1. We provide company secretarial and statutory compliance services. These include company and non-profit company registrations, annual returns, beneficial ownership filings, director changes, Memorandum of Incorporation adoptions and amendments, share transfers and securities registers, close corporation conversions, resolutions, statutory records and compliance reviews under the Companies Act 71 of 2008.
2. Your quote sets out exactly what we will do. Work outside that scope is quoted separately and only done with your written agreement.
3. When we file with CIPC, we act as your agent under a written mandate that you or your company signs.
4. We are not a law firm. We do not give legal, tax or accounting advice. If your matter needs that advice, we will tell you and suggest that you consult a suitably qualified professional.

4. Quotes and how an agreement is formed

1. We send you a written quote by email before you pay anything. The quote shows our professional fee, VAT, the CIPC fees and any other costs, such as courier fees, in South African rand. The total on the quote is the full price you pay.
2. A quote is valid for 30 days from the date on it.
3. An agreement is formed when you accept the quote in writing, by email or WhatsApp, or when you pay it. The agreement consists of the quote, your mandate and these terms.
4. Before you pay, check the quote carefully. If anything is wrong or missing, tell us and we will correct it before you pay.
5. If CIPC changes its fees after we quote but before we file, we will tell you first. We pass on the change at cost, with no mark-up.

5. Prices and payment

1. All prices are in South African rand. VAT is charged on our professional fee at the rate in force on the invoice date. CIPC fees are passed on at cost, with no mark-up.
2. Payment is due in full before we submit anything to CIPC. This is because CIPC fees must be paid in advance.
3. You can pay:
   • by card or the other methods offered on the PayFast payment page, or
   • by electronic funds transfer (EFT) into our bank account, using your quote or invoice number as the reference.
4. The price is the same whichever payment method you use. We do not add a surcharge for paying by card.
5. Priority turnaround for urgent work is available on request. It is quoted separately and only charged if you agree to it in writing before we start.
6. We issue a tax invoice for every payment.

6. Payment security

1. Card payments are processed by PayFast. When you pay by card, you are taken to PayFast's secure payment page. You enter your card details there, not on our website.
2. We never see or store your full card number or security code. PayFast is certified to the Payment Card Industry Data Security Standard (PCI DSS) Level 1.
3. For EFT payments, please confirm our bank details with us by phone before you pay for the first time. We will never change our bank details by email alone.
4. Our Privacy Policy explains how we handle your payment information and other personal information.

7. What we need from you

1. You must give us complete and accurate information and documents on time. These include identity documents, addresses, signed resolutions and your signed mandate.
2. You are responsible for the accuracy of the information you give us. We are not responsible for rejections, delays, penalties or extra CIPC fees caused by information that is incorrect, incomplete or late.
3. When you give us personal information about other people, such as directors, shareholders or beneficial owners, you confirm that you are allowed to share it and that you have told them we will process it as set out in our Privacy Policy.
4. We may ask for identity documents and proof of address to verify who you are and who we act for, where the law requires this.
5. Please sign and return documents promptly. Delays in signing delay your filing.

8. Delivery and timeframes

1. We start work once we have received your payment and all the information we need.
2. We aim to prepare your documents within three business days of that point. We submit to CIPC once the documents are signed.
3. CIPC controls its own processing times, and we cannot guarantee them. We also cannot guarantee any CIPC decision, such as the approval of a proposed company name. We track every filing and follow up with CIPC where needed.
4. If CIPC rejects a filing because of an error on our part, we correct and resubmit it at no extra professional fee. If a filing is rejected for any other reason, we will quote for any further work and CIPC fees before we do it.
5. We deliver our services electronically. You receive documents, CIPC confirmations and certificates by email, usually as PDF files.
6. Printed documents or a printed statutory file are delivered by courier at the cost shown on your quote, or collected by arrangement.
7. We email you the quote, the tax invoice and copies of the documents we file. Please keep these as your record of the transaction. You may ask us for copies at any time within five years of completion.

9. Cancellation and refund policy

Your seven-day cooling-off right

1. If you are a consumer and you engaged us electronically, you may cancel within seven days after the agreement is concluded, without giving a reason and without penalty. This is your right under section 44 of the Electronic Communications and Transactions Act.
2. This right does not apply to services that began with your consent before the end of the seven days. If you ask us to start straight away, the cooling-off right ends when we start work. Clause 9.4 then applies.

Cancelling at other times

1. You may cancel by emailing info@libelulaconsult.com with your quote or invoice number.
2. What you get back depends on how far the work has gone:

   When you cancel	Your refund
   Before we start work	A full refund
   After we start, but before we submit to CIPC	A refund of everything you paid, less our fee for the steps already completed, worked out from the prices on your quote. We will show you which steps were completed.
   After we submit to CIPC	CIPC fees already paid to CIPC cannot be refunded, because CIPC does not refund them. Our fee for steps already completed is not refundable. We refund our fee for any steps not yet performed, and any CIPC fees we have not yet paid over.
   If we cannot provide the service	A full refund of everything paid for work not done, including CIPC fees we have not yet paid over.

How refunds are paid

1. We pay refunds within 30 days of cancellation.
2. Refunds go back to the original payment method. Card payments are refunded through PayFast to the same card. EFT payments are refunded to the account they came from.
3. If a card refund cannot be processed, for example because the card has expired or been cancelled, we refund you by EFT to a bank account in your name. We may ask for proof of the account first.
4. We do not deduct bank or payment processing charges from a refund.

Returns, exchanges and quality

1. Our services are not physical goods, so we do not offer returns or exchanges.
2. If our work is not of the quality you are entitled to expect, please tell us. We will correct it at no cost to you or, if that is not possible, refund a reasonable portion of our fee, as provided for in section 54 of the Consumer Protection Act.

10. Annual return reminder subscription

1. The reminder subscription runs for a minimum of 12 months per company and is paid annually in advance.
2. We contact you before each renewal. The subscription renews only when you pay the renewal invoice. We do not debit your card automatically.
3. You may cancel at any time on 20 business days' written notice. We refund the part of the annual fee for any full months left after the notice period ends.

11. Limits on our liability

1. As far as the law allows, our total liability for any claim relating to a service is limited to the professional fee you paid us for that service.
2. We are not liable for indirect or consequential loss, such as loss of profit or business opportunity. We are also not liable for loss caused by CIPC system downtime, CIPC processing delays, or decisions made by CIPC or any other authority.
3. You indemnify us against claims by other people that arise because you gave us incorrect information, or because you did not have permission to share someone's personal information with us.
4. Nothing in this clause limits our liability for gross negligence or wilful misconduct, or any liability that the law does not allow us to limit.

12. Using our website

1. The information on our website is general. It is not legal, tax or accounting advice, and it does not take your circumstances into account.
2. We work to keep the website accurate and up to date, but laws and CIPC requirements change. Please confirm anything important with us before you rely on it.
3. Our website links to services run by others, such as Microsoft Forms, WhatsApp, PayFast and social media platforms. Their own terms and privacy policies apply when you use them.
4. You may not use our website in a way that damages it, interferes with its operation or breaks the law.

13. Copyright and our materials

1. Copyright in our website, templates, guides and other materials belongs to Libelula Consulting (Pty) Ltd and is protected by the Copyright Act 98 of 1978.
2. You may use the documents we prepare for you for your company's own purposes. You may not copy, sell or distribute our templates or materials without our written permission.
3. We reserve all rights in our content against text and data mining, including the use of our content to train artificial intelligence systems. This reservation is also made under Article 4(3) of Directive (EU) 2019/790.
4. To ask for permission, email admin@libelulaconsult.com.

14. Confidentiality and privacy

1. We keep your information confidential. We share it only as needed to provide the services, as the law requires, or with your consent.
2. We process personal information in line with the Protection of Personal Information Act 4 of 2013. Our Privacy Policy explains how.

15. Complaints and disputes

1. If you are unhappy, please email info@libelulaconsult.com. We acknowledge complaints within two business days and aim to respond in full within ten business days.
2. If we cannot resolve a dispute between us, either of us may propose mediation by an independent mediator agreed by both of us.
3. You may also refer a complaint to the National Consumer Commission or use any other remedy available to you under the Consumer Protection Act.
4. You consent to the jurisdiction of the Magistrates' Court for any legal proceedings between us, even if the amount claimed is more than that court's usual limit. You may still approach any other court that has jurisdiction.

16. Electronic communication

1. You agree that we may communicate with you by email, WhatsApp and other electronic means, and that these communications satisfy any requirement that they be in writing.
2. We accept electronic signatures wherever the law allows them.

17. General

1. South African law governs these terms.
2. We may update these terms from time to time. The version on our website when you accept a quote applies to that quote.
3. If any clause is found to be invalid, the rest of these terms still apply.
4. If we do not enforce a right at any time, we do not give up that right.
5. Legal documents must be served at our address for service in clause 1.