Terms and Conditions

1. DEFINITIONS

“POINT” means the POINT Group of associated companies, as represented in different territories by local subsidiaries.
“Supplier User” means an authorized Third-Party Supplier user of the POINT Supplier Platform and Portal and/or the Noosh system.
“Supplier Platform” means the system, including the Supplier Portal, designed, owned and operated by POINT, offering services to Third Party Suppliers that are registered users of the Supplier Platform.
“Supplier Portal” means the online portal operated by POINT for registered users, offering automated information and services relating to the Supplier Platform.
“Third-Party Supplier” means a supplier from which POINT procures items on behalf of POINT’s clients.

2. USE OF INFORMATION AND MATERIALS

The information and materials contained in these pages and the terms, conditions and descriptions that appear, are subject to change. Unauthorized use this portal web sites and systems including but not limited to unauthorized entry into POINT’s systems, misuse of passwords, or misuse of any information posted on the site is strictly prohibited. Not all products and services are available in all geographic areas. Your eligibility for particular products and services is subject to final determination by POINT and/or its affiliates. Your use of any information which is proprietary to POINT or a third-party information provider shall only be used on individual desktop/computing devices without any right to redistribute, upload, export, copy or otherwise transfer the information to any centralized interdepartmental or shared device, directory, database or other repository nor to otherwise make it available to any other entity/person/third party, without the prior written consent of POINT.

3. CONFIDENTIALITY

All information relating to the POINT Supplier Platform, whether published on the portal or not (“Confidential Information”), shall be kept confidential by any Supplier User, subject to the reasonable use of such information within that Supplier User’s organization for the commercial purposes of transacting with POINT. Furthermore, the terms of Paragraph 12, ‘Confidentiality and Non-Disclosure’, as set out in the POINT General Conditions of Purchase, as published on the Noosh system, shall apply additionally to all Confidential Information as defined in these Terms and Conditions.

4. SUBMISSIONS

POINT agrees that any information submitted to POINT via this site by an authorized Supplier User shall remain confidential within POINT as regards detailed information relating to Supplier User input. Furthermore, no detailed information submitted, stored or listed that relates to any Third-Party Supplier, its business, transactions or other matters, will be shared with other registered Supplier Users from different organisations, or with any party outside the POINT Group. Beyond this, POINT shall not be subject to any obligations of confidentiality regarding submitted information in aggregate, including analysis, interpretation and summary, unless otherwise specifically agreed or required by law. In this context, all information submitted to POINT via this site shall be deemed and remain the property of POINT and POINT shall be free to use, for any purpose, any idea, concepts, know-how or techniques contained in information a visitor to this site provides POINT through this site.

5. USAGE CHARGES

5.1. POINT charges a fee to users of the Supplier Platform. This fee is based only on usage of the Platform, which in turn is based on the value and accelerated payment date (if any) of invoices paid by POINT to such user. There is no charge levied on a user for registration, Supplier User support, quote submission, portal usage, performance analysis, training, maintenance, upgrades or membership, if such user has no payment transactions for items procured by POINT.
5.2. POINT is authorized by its clients to procure materials on their behalf, subject to the individual agreements with POINT’s respective clients. POINT’s commercial relationship with Third-Party Suppliers is governed by the POINT General Conditions of Purchase, as published on the POINT electronic procurement platform hosted on the Noosh system (www.noosh.com). As defined in the abovementioned General Conditions of Purchase - Paragraph 2.4, a Third-Party Supplier’s acceptance of an offer to purchase (from POINT, on behalf of its respective client) will be effected by the Supplier User on the Noosh System clicking the “Accept” button on the “Pending Supplier Acceptance” window. In so doing, and as defined in said General Conditions of Purchase - Paragraph 2.4, the Supplier User on the Noosh system also accepts the usage charges for the POINT Supplier Platform, as set out in Paragraphs 5-7.
5.3. Usage Charges include;
5.3.1. Invoice Discounting charges, as set out in Paragraph 6 below.
5.3.2. Platform Usage charges, as set out in Paragraph 7 below.

6. INVOICE DISCOUNTING

6.1. A sub-section of this site contains Supplier User-specific information relating to the discounting of invoices due from POINT (on behalf of its clients) to the Third-Party Supplier related to the specific Supplier User. These additional terms apply to any use of this sub-section of the site, and the services resulting from such usage.
6.2. POINT, as an authorized procurement agent of its clients, has arrangements with financial institutions to provide invoice discounting on invoices due to POINT from POINT’s clients. If utilised, these facilities result in POINT receiving accelerated payment of selected invoices from these financial institutions. POINT is charged fees for such invoicing, based on a floating interest rate linked to JIBAR. Note that this rate may fluctuate at the requirement of the financial institutions offering invoice discounting to POINT, and may differ for invoices due from different POINT clients, or from different financial institutions. The ruling interest rate for such discounting fees will be available to Supplier Users from POINT, on request.
6.3. POINT will provide invoice discounting to Third-Party Suppliers only on the basis that POINT in turn is able to access accelerated payment on such invoices through its own arrangements. The selection of discounting services available to Third-Party Suppliers via the Supplier Platform will be published in the Finance section of the portal, and are subject to change at the discretion of POINT.
6.4. POINT will offer Invoice Discounting to Third-Party Suppliers at the same ruling interest rate offered to POINT as per Paragraph 6.2 above. This rate will be the same for all suppliers, and POINT will not enter into any negotiations with suppliers to amend or delay payment of invoice discounting charges.
6.5. In offering invoice discounting to Third-Party Suppliers via the Supplier Platform, POINT remains the authorized agent of its clients, and as such is restricted to a back-to-back arrangement in relation to funds available from clients relative to early payment to Third-Party Suppliers. For the avoidance of doubt, this means that POINT will only offer early payment to Third-Party Suppliers as and when invoices are confirmed by the client to be available for discounting on or before the required accelerated payment date.
6.6. Under no circumstances will POINT be bound to offer discounting to Third-Party Suppliers on invoices that are not yet available for discounting from the client to POINT. POINT cannot be held liable for any delays in such availability, whether due to oversight, error or other reason whatsoever.
6.7. Users wishing to discount their invoices must log into the Finance tab of the Supplier Platform portal, where they have the option to select invoice discounting service offers based on their respective invoices due from POINT. Subject further to any notes published in the Finance tab of the portal, POINT will endeavor to arrange invoice discounting as requested by the Supplier User. By clicking the “Submit Request” button on the invoice discounting page on the Supplier Platform portal, the Supplier User agrees to bind his/her respective organization to these Terms and Conditions, as relates to the invoices selected on the portal page, and agrees to any further conditions noted on such page.
6.8. The estimated charge to the Third-Party Supplier for the requested invoice discounting will be displayed on the Supplier Platform Finance portal page once the request has been submitted and approved. This will be based on the relevant financial institution involved, the current ruling interest rate charged to POINT by that institution, and the estimated number of days of accelerated payment. The actual charge will be based on the actual number of days by which payment is accelerated and the actual interest rate charged to POINT, and will be billed to the Third-Party Supplier in terms of Paragraph 8 below. Invoice discounting charges will be billed at the end of the month in which the discounting is requested, and are payable by the Third-Party Supplier at the time of payment of the relevant discounted invoice.
6.9. In the event that an invoice that has been discounted is not paid by a client, or payment is delayed beyond the agreed terms between POINT and POINT’s client, POINT will endeavor to resolve such matter on behalf of the Third-Party Supplier. However, nothing in the invoice discounting process, nor in these Terms and Conditions shall supersede the Principal/Agent terms as set out in Paragraph 18 of the POINT General Conditions of Purchase, as published on the POINT electronic procurement platform hosted on the Noosh system.

7. PLATFORM USAGE CHARGES

Platform usage charges are based on the value, excluding tax, of amounts due to be paid by POINT to Third-Party Suppliers, net of any Invoice Discounting charges levied as per Paragraph 6 above. Charges will be determined as a percentage of such value, and the ruling charge rate will be published on the POINT Supplier Platform portal. The charge rate is subject to change from time to time at the discretion of POINT, but will be communicated to all Supplier Platform users upon registration, and any amendment will be communicated no later than 30 days before such amended charges become applicable.

8. BILLING

8.1. POINT will issue a monthly electronic invoice to each Third-Party Supplier, detailing all Invoice Discounting charges and Platform Usage charges relating to the relevant monthly usage of the platform. These invoices will include tax where relevant. POINT will also provide monthly remittances. Amounts owing to POINT by a Third-Party Supplier will be only be recovered by offset against amounts payable from POINT to such Third-Party Supplier. Such offset will furthermore only be made for the specific charges levied against the constituent invoice/s of any payment to such Third-Party Supplier. At no stage will Supplier Platform charges be offset on an earlier date than the payment date of the respective invoices on which such charges are due.
8.2. The Third-Party Supplier and POINT hereby agree that this billing and offset arrangement constitutes both payment in full of the Third-Party Supplier invoice due from POINT (on behalf of POINT’s client), and payment in full of the Supplier Platform usage charges due from the Third-Party Supplier to POINT, and that they will reflect this accordingly in their respective accounting records.

9. TERMINATION

Any Third-Party Supplier wishing to terminate this agreement and de-activate on the POINT Supplier Platform and the Noosh system, should send an e-mail to suppliermanager@printoutsource.com indicating such wish, and confirming the authority of the sender. The Third-Party Supplier’s user access to both platforms will be rescinded accordingly. Any historical invoices already in the system will not be affected by such termination.

10. ALL RIGHTS RESERVED

Copyright in the pages and in the screens displaying the pages, and in the information and material therein and in their arrangement, is owned by Print Outsource International (Pty) Ltd. unless otherwise indicated.

11. NO WARRANTY

THE INFORMATION AND MATERIALS CONTAINED IN THIS SITE, INCLUDING TEXT, GRAPHICS, LINKS OR OTHER ITEMS ARE PROVIDED "AS IS", "AS AVAILABLE". POINT DOES NOT WARRANT THE ACCURACY, ADEQUACY OR COMPLETENESS OF THIS INFORMATION AND MATERIALS AND EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THIS INFORMATION AND MATERIALS. NO WARRANTY OF ANY KIND, IMPLIED, EXPRESSED OR STATUTORY INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND FREEDOM FROM COMPUTER VIRUS, IS GIVEN IN CONJUNCTION WITH THE INFORMATION AND MATERIALS.

12. LIMITATION OF LIABILITY

IN NO EVENT WILL POINT BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES ARISING IN CONNECTION WITH THIS SITE OR ANY LINKED SITE OR USE THEREOF OR INABILITY TO USE BY ANY PARTY, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE, EVEN IF POINT, OR REPRESENTATIVES THEREOF, ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES.

13. AVAILABILITY

THIS SITE IS NOT INTENDED FOR DISTRIBUTION TO, OR USE BY, ANY PERSON OR ENTITY IN ANY JURISDICTION OR COUNTRY WHERE SUCH DISTRIBUTION OR USE WOULD BE CONTRARY TO LOCAL LAW OR REGULATION. BY OFFERING THIS SITE AND INFORMATION, OR ANY PRODUCTS OR SERVICES VIA THIS SITE, NO DISTRIBUTION OR SOLICITATION IS MADE BY POINT TO ANY PERSON TO USE THIS SITE, OR SUCH INFORMATION, PRODUCTS OR SERVICES IN JURISDICTIONS WHERE THE PROVISION OF THIS SITE AND SUCH INFORMATION, PRODUCTS AND SERVICES IS PROHIBITED BY LAW.

14. NO ADVICE

POINT DOES NOT PROVIDE FINANCIAL, TAX OR LEGAL ADVICE. ANY MATERIAL RELATING TO SUCH MATTERS ON THIS SITE IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED OR RELIED UPON BY YOU. ACCORDINGLY, YOU SHOULD SEEK ADVICE BASED ON YOUR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT ADVISOR. THE INVOICING DISCOUNTING FACILITY ON THE SUPPLIER PLATFORM IS NOT A COMMITMENT TO LEND, UNDERWRITE, OR COMMIT CAPITAL, NOR DOES IT OBLIGATE US TO ENTER INTO SUCH A COMMITMENT, NOR ARE WE ACTING AS A FIDUCIARY TO YOU. PRIOR TO ENTERING INTO ANY INVOICE DISCOUNTING, YOU SHOULD DETERMINE, WITHOUT RELIANCE UPON US OR OUR AFFILIATES, THE ECONOMIC RISKS AND MERITS (AND INDEPENDENTLY DETERMINE THAT YOU ARE ABLE TO ASSUME THESE RISKS) AS WELL AS THE LEGAL, TAX AND ACCOUNTING CHARACTERIZATIONS AND CONSEQUENCES.

15. GOVERNING LAWS

Use of this site shall be governed by all applicable laws of the Republic of South Africa.