1. Introduction

1.1 Purpose

  • The purpose of this Master Services Agreement & Terms of Use (“Agreement”) is to establish the legally binding terms and conditions governing the access to and use of all services, products, facilities, websites, applications, software, digital platforms, and related offerings provided by SeconDesk.
  • This Agreement defines the respective rights, obligations, and responsibilities of SeconDesk and every Customer who accesses or uses the Services.

1.2 Scope

  • This Agreement applies to every person or entity that visits or uses the SeconDesk website, registers for an account, subscribes to any SeconDesk service, uses a SeconDesk business address, receives mail or parcels through SeconDesk, communicates electronically with SeconDesk, purchases additional products or services from SeconDesk, or otherwise accesses or makes use of any Service provided by SeconDesk.
  • This Agreement applies irrespective of whether the Customer is located inside or outside the Republic of South Africa.

1.3 Binding Effect

  • By accessing, registering for, subscribing to, or using any Service provided by SeconDesk, the Customer acknowledges that they have read, understood, and agree to be legally bound by this Agreement together with all policies, schedules, annexures, and documents incorporated by reference.
  • Where the Customer is acting on behalf of a company, partnership, trust, association, or other legal entity, the individual accepting this Agreement warrants that they possess the necessary authority to legally bind that entity.

1.4 Effective Date

  • This Agreement becomes effective on the earliest of the date the Customer electronically accepts this Agreement, the date the Customer creates a SeconDesk account, the date the Customer purchases or subscribes to any Service, the date the Customer first uses any Service, or any other date expressly agreed in writing between the parties.

1.5 Agreement Structure

  • This Agreement forms the principal contractual document governing the relationship between SeconDesk and the Customer.
  • The following documents are incorporated into and form part of this Agreement where applicable: Privacy Policy, Acceptable Use Policy, Mail Handling & Forwarding Policy, Business Address Licence Agreement, AML/KYC & Compliance Policy, Cookie Policy, Refund, Billing & Cancellation Policy, Website Disclaimer, and any additional policies, schedules, service descriptions, or notices published by SeconDesk from time to time.
  • In the event of any inconsistency, the order of precedence shall be: (1) a separately signed written agreement, (2) the Business Address Licence Agreement (where applicable), (3) this Master Services Agreement, (4) service-specific policies, and (5) website notices and informational content.

2. Definitions and Interpretation

2.1 Definitions

  • Account: Means the Customer’s registered SeconDesk account.
  • Agreement: Means this Master Services Agreement & Terms of Use together with every incorporated policy, annexure, schedule, and amendment.
  • Applicable Law: Means every law, regulation, ordinance, code, governmental directive, court order, or legally binding requirement applicable to either party.
  • Business Address: Means any physical address licensed by SeconDesk for approved business use.
  • Business Day: Means any day other than a Saturday, Sunday, or official public holiday in the Republic of South Africa.
  • Customer: Means every individual or legal entity using any Service.
  • Electronic Communication: Includes emails, customer portal messages, SMS messages, website notifications, and any other digital communication method authorised by SeconDesk.
  • Mail: Includes letters, parcels, packages, courier deliveries, registered items, and any physical delivery received on behalf of the Customer.
  • Personal Information: Bears the meaning assigned under applicable privacy legislation, including the Protection of Personal Information Act, 2013, where applicable.
  • Services: Means every service, product, or facility offered by SeconDesk from time to time.
  • Website: Means every website, application, or online platform owned or operated by SeconDesk.

2.2 Interpretation

  • Words importing one gender include every gender.
  • Words importing the singular include the plural and vice versa.
  • References to legislation include amendments, replacements, and subordinate legislation.
  • References to a person include natural persons, juristic persons, partnerships, trusts, and other recognised legal entities.
  • Headings are included for convenience only and do not affect interpretation.
  • References to “including”, “includes” or “such as” mean “including without limitation”.
  • References to writing include electronic communications unless prohibited by Applicable Law.

3. Acceptance of the Agreement

3.1 Electronic Acceptance

  • The Customer acknowledges that selecting an acceptance checkbox, clicking an acceptance button, completing registration, electronically signing a document, or otherwise indicating agreement electronically constitutes legally binding acceptance of this Agreement.
  • Where recognised by Applicable Law, such acceptance shall have the same force and effect as a handwritten signature.

3.2 Acceptance by Use

  • A Customer who accesses or uses any Service without creating an account shall nevertheless be deemed to have accepted this Agreement by such use.

3.3 Legal Capacity

  • The Customer warrants that they possess full legal capacity to enter into this Agreement.
  • Where the Customer is acting on behalf of another person or entity, the Customer further warrants that they possess the authority necessary to bind that person or entity.

4. Description of Services

4.1 General

  • SeconDesk provides business support services designed to enable individuals, entrepreneurs, companies, partnerships, trusts, associations, and other lawful entities to establish and maintain a professional business presence without occupying SeconDesk’s premises.
  • The Services provided by SeconDesk are intended solely for lawful business purposes and are subject to this Agreement, all applicable policies, and Applicable Law.

4.2 Business Address Service

  • Subject to successful registration, verification, and acceptance by SeconDesk, Customers may be granted a limited, revocable, and non-exclusive licence to use an approved SeconDesk business address for legitimate business purposes.

5. Business Address Licence

5.1 Grant of Licence

  • Subject to the terms of this Agreement and the Customer’s continued compliance therewith, SeconDesk grants the Customer a limited, revocable, non-exclusive, non-transferable, and non-sublicensable licence to use a designated SeconDesk Business Address solely for the purposes expressly authorised by this Agreement.

6. Eligibility

  • The Services offered by SeconDesk are available only to individuals and legal entities that have the legal capacity to enter into a binding agreement and that satisfy SeconDesk’s onboarding, verification, and compliance requirements.

7. Customer Registration

  • Access to certain Services requires the creation of a SeconDesk account, and the Customer agrees to provide all information reasonably requested during registration.

8. Identity Verification

  • The Customer shall complete SeconDesk’s identity verification procedures before the activation of any Service requiring verification to prevent fraud and financial crime.

9. Anti-Money Laundering (AML) and Know Your Customer (KYC) Compliance

  • SeconDesk is committed to conducting its business in accordance with all applicable anti-money laundering, counter-terrorist financing, anti-corruption, and financial crime legislation.

10. Customer Obligations

  • The Customer agrees to use the Services in a lawful, honest, responsible, and ethical manner at all times and in accordance with this Agreement.

11. Prohibited Activities

11.1 General Prohibition

  • The Customer shall not use, attempt to use, or permit any third party to use the Services, Business Address, Website, or any SeconDesk facilities for any unlawful, fraudulent, deceptive, unethical, or prohibited purpose.
  • Any activity that exposes SeconDesk to legal, regulatory, financial, operational, or reputational risk shall constitute a prohibited activity under this Agreement.

11.2 Illegal Activities

  • The Customer shall not use the Services in connection with any criminal offence, fraud or attempted fraud, theft, corruption or bribery, money laundering, terrorist financing, proliferation financing, tax evasion, identity theft, cybercrime, organised crime, human trafficking, illegal gambling, unlawful financial schemes, or any activity prohibited by Applicable Law.

11.3 Misrepresentation

  • The Customer shall not provide false or misleading information, impersonate any individual or entity, falsely claim any affiliation with SeconDesk, represent that SeconDesk endorses the Customer or its business, misrepresent the nature of the Services, or create misleading impressions regarding the Customer’s business location or operations.

11.4 Prohibited Mail and Contents

  • The Customer shall not direct to SeconDesk any mail or parcel containing illegal goods, hazardous substances, explosives, firearms or ammunition where prohibited, controlled substances, counterfeit goods, stolen property, biological hazards, radioactive materials, prohibited imports or exports, or any item the possession or handling of which would be unlawful.

12. Mail Handling

12.1 Scope of Service

  • Subject to this Agreement and the Customer’s selected subscription, SeconDesk shall receive, process, store, notify, scan, forward, or otherwise manage mail addressed to the Customer using an authorised SeconDesk Business Address.
  • Mail handling services shall be provided only during SeconDesk’s normal operating hours unless otherwise agreed in writing.

12.2 Opening and Scanning of Mail

  • Unless expressly authorised by the Customer or required by Applicable Law, SeconDesk shall not intentionally open sealed mail addressed to the Customer.
  • Where the Customer subscribes to digital mail services, SeconDesk may scan envelopes and correspondence, upload scanned copies to the customer portal, and temporarily store digital images.

12.3 Collection and Forwarding

  • The Customer shall collect mail within the period specified by SeconDesk, producing reasonable proof of identity before mail is released.
  • Where mail forwarding has been requested, SeconDesk shall arrange forwarding subject to payment of applicable fees and compliance with carrier and postal regulations.

13. Parcels

13.1 Scope and Acceptance

  • Where included within the Customer’s selected Services, SeconDesk may receive, temporarily store, notify, release, or arrange the forwarding of parcels addressed to the Customer.
  • SeconDesk reserves the right to refuse any parcel that exceeds size or weight limits, contains hazardous or illegal materials, or presents an operational risk.

14. Pricing

14.1 Service Fees

  • The Customer agrees to pay all fees applicable to the Services selected in accordance with SeconDesk’s published pricing schedule or separately agreed quotation.
  • All prices are exclusive of taxes, duties, levies, and governmental charges (including VAT) unless stated otherwise, and the Customer is responsible for their payment.

15. Billing & Payment Terms

15.1 Invoicing and Due Dates

  • SeconDesk shall issue invoices and billing statements electronically via email or through the online account portal.
  • Invoices are payable on or before the due date specified, using accepted payment methods including debit orders, credit cards, EFT, or online payment gateways.

15.2 Late Payments and Suspension

  • Overdue amounts may accrue interest at the maximum lawful rate from the due date until paid in full.
  • SeconDesk may suspend services and business address licences where payment remains outstanding after reasonable notice.

16. Privacy & Data Protection

  • SeconDesk protects the privacy, confidentiality, and security of Personal Information in accordance with Applicable Law, including the Protection of Personal Information Act, 2013 (POPIA).
  • Personal information is collected for account administration, identity verification, compliance, and service delivery, supported by reasonable technical and organisational security measures.

17. Compliance Investigations

  • SeconDesk reserves the right to investigate actual, suspected, or alleged breaches of this Agreement or Applicable Law, during which temporary restrictions or suspensions may be applied.

18. Government Requests

  • SeconDesk shall comply with all lawful requests, warrants, subpoenas, and court orders from competent authorities, disclosing necessary customer records as legally required.

19. Intellectual Property Rights

  • All Intellectual Property Rights in the Services, Website, software, branding, and documentation remain the exclusive property of SeconDesk or its licensors.
  • Customers receive a limited, non-exclusive, non-transferable licence to use the Services solely for lawful internal business purposes.

20. Website Use

  • Access to the SeconDesk Website and customer portal requires users to maintain secure credentials, and prohibits data scraping, malware uploads, or unauthorised system access.

21. Confidentiality

21.1 Protection of Confidential Information

  • Each party agrees to protect the Confidential Information of the other party with the same degree of care it uses for its own confidential information, ensuring it is not disclosed to unauthorised third parties.

21.2 Permitted Disclosure

  • Confidential information may be disclosed to employees, legal advisors, auditors, or contractors who need to know it for the performance of this Agreement, provided they are bound by equivalent confidentiality obligations.

22. Disclaimers

  • The Services are provided on an “as is” and “as available” basis, and SeconDesk expressly disclaims all warranties of any kind, whether express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

23. Limitation of Liability

  • To the maximum extent permitted by Applicable Law, SeconDesk shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or business opportunities.

24. Indemnification

  • The Customer agrees to defend, indemnify, and hold harmless SeconDesk, its directors, officers, employees, and agents from and against any claims, liabilities, damages, losses, and expenses arising out of the Customer’s breach of this Agreement or misuse of the Services.

25. Suspension of Services

  • SeconDesk reserves the right to immediately suspend or restrict any Service, account, or business address licence if the Customer breaches this Agreement, fails to pay due fees, or engages in suspected unlawful activity.

26. Termination

26.1 Termination for Convenience

  • Either party may terminate this Agreement or any ongoing service subscription by providing written notice in accordance with the specific notice period set out in the applicable service plan.

26.2 Termination for Cause

  • SeconDesk may terminate this Agreement immediately with notice if the Customer commits a material breach, becomes insolvent, or engages in fraudulent or illegal conduct.

27. Consequences of Termination

  • Upon termination of this Agreement, all rights and licences granted to the Customer shall immediately cease, the Customer must stop using the Business Address, and any outstanding fees shall become immediately due.

28. Mail Disposal After Termination

  • Any mail received for the Customer after the effective date of termination may be returned to sender, securely stored at the Customer’s expense, or disposed of in accordance with SeconDesk’s retention policies.

29. Notices

  • All formal notices required under this Agreement shall be in writing and delivered via email to the address registered on the Customer’s account or SeconDesk’s official contact address.

30. Dispute Resolution

  • In the event of any dispute arising out of or relating to this Agreement, the parties shall first attempt to resolve the matter amicably through good-faith negotiations before resorting to formal legal proceedings.

31. Governing Law and Jurisdiction

  • This Agreement, and any non-contractual obligations arising out of or in connection with it, shall be governed by, construed, and enforced in accordance with the laws of the Republic of South Africa.
  • The parties irrevocably submit to the exclusive jurisdiction of the courts of the Republic of South Africa to settle any dispute or claim arising out of this Agreement.

32. Force Majeure

  • Neither party shall be held liable for any failure or delay in fulfilling their obligations under this Agreement if such failure or delay is caused by events beyond their reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labour strikes, utility or internet outages, cyberattacks, or governmental restrictions.

33. Assignment and Transfer

  • The Customer shall not assign, transfer, sublicense, or delegate any of its rights or obligations under this Agreement without the prior written consent of SeconDesk.
  • SeconDesk may freely assign, transfer, or novate this Agreement, in whole or in part, to any affiliate or successor entity without requiring the Customer’s consent.

34. Severability

  • If any provision of this Agreement is found by a court or competent authority to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid and enforceable.
  • If modification is not possible, the offending provision shall be deemed deleted, and the remaining provisions of this Agreement shall continue in full force and effect.

35. Waiver

  • No failure or delay by either party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise.

36. Entire Agreement

  • This Agreement, together with every incorporated policy, schedule, and annexure, constitutes the entire and exclusive agreement between SeconDesk and the Customer regarding the Services.
  • It supersedes all prior agreements, proposals, representations, or understandings, whether written or oral.

37. Amendments and Modifications

  • SeconDesk reserves the right to amend, modify, update, or replace this Agreement and any associated policies at any time by publishing the revised version on its website or notifying the Customer electronically.
  • Continued use of the Services after such notice constitutes the Customer’s binding acceptance of the updated terms.

38. Relationship of the Parties

  • Nothing in this Agreement shall be construed as creating a partnership, joint venture, employment, or agency relationship between SeconDesk and the Customer.
  • Neither party has any authority to bind or obligate the other party in any manner whatsoever.

39. Third-Party Beneficiaries

  • Except as expressly provided herein, this Agreement is entered into solely for the benefit of SeconDesk and the Customer, and does not create any rights or benefits for any third party.

40. Execution and Binding Effect

40.1 Electronic Execution

  • This Agreement may be executed in electronic format, and electronic signatures or digital acceptances shall have the same legal validity and effect as original handwritten signatures.

40.2 Counterparts

  • This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

40.3 Binding Effect

  • This Agreement becomes legally binding on the earliest of the date the Customer electronically accepts this Agreement, creates an account, purchases a service, or first uses any facility or service provided by SeconDesk.