LAST UPDATED: 16 March 2023

INTRODUCTION

These Terms of Service regulate Your (the User's) use of and access to any of the .thesocialcollective.co domains (or any other domain used to access Our Services) (the "Platform") or use any of the features and functionalities available through the Platform in connection with the Subscriber's Subscription Agreement with TSC. In using and accessing the Platform, You enter into an agreement with The Social Collective Proprietary Limited (Registration No. 2015/160496/07) ("We", "Us", "Our", "TSC") on the terms and conditions set out in these Terms of Service and Our Privacy Policy, (collectively the "Terms"), together and in connection with any applicable services agreement in place between You, or a third party, as a subscriber to TSC software services ("Subscription Agreement").

Your use of the Platform is subject to these Terms of Service and the relevant Privacy Policy which is incorporated by reference into these Terms of Service.

Accordingly, We encourage You to read these Terms of Service carefully and contact Your Administrator with any questions or concerns in regard hereto. We may amend these Terms of Service at any time. All amended terms shall be effective immediately upon the posting of the revised terms on the Platform and any subsequent activity in relation to the Platform shall be governed by such amended terms and conditions.

Please read these terms carefully, as they contain an agreement to arbitrate and other important information regarding Your legal rights, remedies, and obligations.

If You do not agree to the terms herein, please do not use the Platform. If You wish to register as a User to make use of the Platform, You must read these terms and indicate Your acceptance during the registration process.

These Terms were last revised on 16th March 2023.

For enquiries, please contact the Administrator.

  1. DEFINITIONS
    1. “Applicable Data Protection Laws” shall mean all legislation, regulations or guidance notes in the Republic of South Africa protecting the fundamental rights and freedoms of individuals in respect of their right to privacy with respect to the Processing of Personal Information. This includes South Africa’s Protection of Personal Information Act, 2013 (“POPIA”) and the Promotion of Access to Information Act, 2000 (“PAIA”).
    2. "Administrators" shall mean any persons granted access to the administrative rights and privileges of the Software by the Subscriber including the TSC who may receive specific mandates, which persons may have the ability to:
      1. access, disclose, restrict or remove Subscriber Data in or from Subscriber Accounts; and
      2. monitor, restrict, or terminate access to Subscriber Accounts.
    3. "Consent” shall mean any voluntary, specific, and informed expression of will in terms of which You give Your permission to Us for the Processing of Your Personal Information in accordance with the terms set out herein.
    4. “Data Subject” shall mean any natural or juristic person to whom the Personal Information relates.
    5. "Documentation" shall mean any documents made available to the Subscriber by TSC online via the Platform or such other website address notified by TSC to the Subscriber from time to time which sets out a description of the Services and the User instructions for the Services.
    6. “Electronic Signatures” shall mean data attached to, incorporated in, or logically associated with other data and which is intended by the User to serve as a signature, as defined in the Electronic Communications and Transactions Act, 2002.
    7. “Information Officer” shall mean in the case of a juristic person: the chief executive officer or equivalent officer of the juristic person or any person duly authorized by that officer; or the person who is acting as such or any person duly authorized by such acting person.
    8. “Intellectual Property” shall mean, collectively, patents, copyright, trademarks, logos, style names, slogans, designs, models, methodologies, Know-How, inventions, trade and business secrets and any other type of Intellectual Property (whether registered or unregistered including applications for and rights to obtain, use or for their protection) which are used or held, whether or not currently, in connection with the Platform and TSC.
    9. "Know-How" shall mean ideas, designs, documents, diagrams, information, devices, technical data, scientific data, secret and other processes and methods used in connection with the Platform and/or TSC's business, and, all available information regarding marketing and promotion of the products and services of TSC, and, all and any modifications or improvements to any of Its products and services which do not constitute entirely new products or services.
    10. “Operator” shall mean a person who Processes Personal Information for a Responsible Party in terms of a contract or mandate, without coming under the direct authority of that party. In this instance, Social Collective is the Operator in respect of Personal Information received through the Platform.
    11. “Personal Information” shall mean information relating to an identifiable, living, natural person and where it is applicable, to an identifiable, existing juristic person, including but not limited to:
      1. information relating to race, gender, sex, pregnancy, marital status, national, ethnic or social origin, colour, sexual orientation, age, physical or mental health, well-being, disability, religion, conscience, belief, culture, language and birth of the person;
      2. information relating to the education or the medical, financial, criminal or employment history of the person;
      3. an identifying number, symbol, email address, physical address, telephone number, location information, online identifier, or other particular assignment to the person;
      4. the biometric information of the person;
      5. the personal opinions, views or preferences of the person;
      6. 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;
      7. the views or opinions of another individual about the person; and
      8. the name of the person if it appears with other Personal Information relating to the person or if the disclosure of the name itself would reveal information about the person.
    12. “Platform” shall mean the software, owned by TSC, to which these Terms of Service applies.
    13. “Process/Processing” shall mean any operation or activity or any set of operations, whether or not by automatic means, concerning Personal Information, including- the collection, receipt, recording, organization, collation, storage, updating or modification, retrieval, alteration, consultation or use; dissemination by means of transmission, distribution or making available in any other form, or merging, linking, as well as restriction, degradation, erasure or destruction of information.
    14. "Service Analyses" shall mean any statistical, historical or analytical information generated by TSC through the Processing of Subscriber Data, reports and measurement monitoring and evaluation specifics together with usage information, security incidents and any other information relevant to the use of the Software. All Service Analyses consist of de-identified information that cannot be used to identify any individual Subscriber and is used for the sole purpose of improving or upgrading the Software and Services.
    15. "Services" shall mean the Software provided to Users to facilitate the collection, storage, management and reporting on data.
    16. "Security Emergency" shall mean: (i) use of the Services that do or could disrupt the Services, other customers’ use of the Services, or the infrastructure used to provide the Services; and (ii) unauthorised third-party access to the Services.
    17. "Settings" shall mean the intangible area of the Software which enables Administrators to perform the functions described in section 1.2.
    18. "Software" shall mean a framework and database solution comprising a platform, framework, communication gateway and reporting monitoring and evaluation tool for use by Subscribers which manage Social Impact/ESG (Environment Social Governance)/Integrated Reporting.
    19. “Special Personal Information” shall mean Personal Information concerning the religious or philosophical beliefs, race or ethnic origin, trade union membership, political persuasion, health or sex life or biometric information of a Data Subject; or concerning the criminal behaviour of a Data Subject to the extent that such information relates to the alleged commission of an offence by the Data Subject;, or to any proceedings (or the disposal of any proceedings) in respect of any offence allegedly committed by the Data Subject.
    20. "Stored Data" shall mean any and all file and structured data submitted through the Services by the Subscriber or Users and which is stored in the cloud by TSC in accordance with TSC's storage policies and procedures.
    21. "Subscriber" shall mean the party entering into a Subscription Agreement with TSC and granted a limited license by the TSC in order to gain access to and use of the Services.
    22. “Subscription Agreement” shall mean, the software as a service agreement entered into between TSC and the Subscriber, whereby TSC grants a license to the Subscriber to gain access to and use of the Services.
    23. "Subscriber Data" shall mean, collectively, User Data, Account Data, Stored Data, measurement monitoring and evaluation specifics and reports.
    24. "Subscription Agreement" shall mean the Subscription Agreement entered into between TSC and the Subscriber, whereby TSC grants the Subscriber a non-exclusive, non-transferable, worldwide, limited (without the right to sub-license, unless otherwise agreed between the Subscriber and TSC) license to use the Services, subject to the terms contained in the Subscription Agreement. There terms are subject to the duration and content of the Subscription Agreement.
    25. "User" shall mean the users of the Subscriber’s account including, but not limited to, any natural or juristic person(s) who are authorised by the Subscriber to use the Services.
    26. "User Data" shall mean any and all account and contact information submitted to the Services or inputted to the Software by the Subscriber or Users and any data related to the Users which is collected by the Subscriber through the Services or submitted to the Services by the Subscriber or any User. This shall include information about third parties (either adults or children).
  2. THE PLATFORM
    1. The Social Collective Proprietary Limited (Registration No. 2015/160496/07), is a private company registered in the Republic of South Africa, with Our registered office being at Unit 23, 17 Owl Street, Braamfontein Werf, Gauteng, 2094.
    2. The Platform is aimed at providing a User with software to facilitate the collection, storage, management and reporting on data.
  3. ELECTRONIC SIGNATURES
    1. You agree to be bound by any affirmation, assent, communication or agreement that You transmit through the Platform, including but not limited to any consents provided to Us as per The Electronic Communications and Transactions Act 2002.
    2. You agree and understand that, when in the future You click on “I agree,” “I Consent,” “Submit,” or other similarly worded “button” or entry field with Your mouse, keystroke or other computer or electronic device, Your agreement or Consent will be legally binding and enforceable against You and shall be the legal equivalent of Your handwritten signature.
  4. ACCESS TO SERVICES AND CREATION OF AN ACCOUNT
    1. Use of the Services is subject to, and the Services are only available for the duration of the relevant Subscription Agreement.
    2. You must log in with Your unique user ID and password in order to access the Services ("Login Details") which You will receive from the Administrator.
    3. All Administrators warrant that no persons under the age of 18 shall be given access to the Platform and Services.
    4. By registering on the Platform, You warrant to the following:
      1. that You will not select or use a name or e-mail address of another person with the intent to impersonate that person;
      2. use a Username or e-mail address subject to the rights of any person without authorisation;
      3. use a name in violation of the Intellectual Property rights of any person; or
      4. use a name that TSC, in its sole discretion, deems inappropriate or offensive.
    5. Upon registration of an account, You shall receive Login Details which You undertake not to disclose to any third party so as to ensure the security of the account. Security of the account is Your responsibility and TSC disclaims all liability with regard thereto. You are responsible for all activities (whether by You or by others) that occur under Your account. We may require You to change the Login Details at various times and You agree to comply with such requests. You will notify Us immediately of any unauthorized use of the account or any other breach of security. TSC assumes no liability for any loss or damage arising from any unauthorised use of Your password or account by a third party.
    6. If You suspect there has been, or could have been, unauthorised access using Your Login Details, You must immediately change Your Login Details, or email Us at hello@thesocialcollective.co instructing Us to block access to Your account.
    7. You hereby indemnify and hold TSC, its directors, employees, agents and representatives, harmless for any and all losses, damages and expenses arising from Your failure to ensure the security of the account, including all legal fees, on an attorney-client scale.
    8. You warrant that You shall refrain from registering and creating accounts using “bots” or other automated means.
    9. Technical support regarding the use of the Platform is accessible through contacting Our support team at hello@thesocialcollective.co. We undertake to respond within 24 hours if such support query is received on a business day.
  5. USE OF THE PLATFORM
    1. Your usage of the Platform constitutes Your acceptance of these terms and Your resultant obligations towards TSC, the owner of the Platform. It further constitutes Your provision of all the necessary consents to the Administrators to enable them to perform as per these terms. If You do not agree to these terms, You are not authorized to use the Platform. You are encouraged to contact Our Information Officer, hello@thesocialcollective.co at should You have any questions regarding these terms. We encourage open communication with You in all respects concerning Your Personal Information.
    2. Your use of the Platform, Services and Documentation is subject to the duration of a Subscription Agreement entered into between TSC and the Subscriber. As such, You warrant that You shall use the Platform, Services and Documentation only in accordance with these terms.
    3. Subject to section 10, below, Your use of and access to the Platform, Services and Documentation shall terminate upon termination of the aforementioned Subscription Agreement.
    4. This Platform and Services are not intended for use by children. However, to the extent to which You submit Personal Information of children to the Platform, You warrant that You have all the necessary Consents to do so and the legal capacity to accept these terms Yourself or on behalf of any party You represent in connection with Your use of the Platform.
    5. By accessing and using the Platform, You warrant that You have read, understood and accepted the terms in our Privacy Policy, and that You Consent to Our Processing Your Personal Information as per Our Privacy Policy.
    6. You may terminate these terms by ceasing use of the Platform if You do not agree to the terms or any alteration thereto. Your continued use of the Platform after amended terms are effective is evidence of the fact that You have read, understood and agreed to those amended terms.
    7. Every effort is made to ensure that the Platform is operational. However, We take no responsibility for, and will not be liable for, the Platform being temporarily unavailable due to technical issues beyond Our control.
    8. We make no warranty that access to the Platform will be uninterrupted. We may carry out maintenance or introduce new facilities and functions from time to time. You agree and accept that as a result, specific interruptions, and unavailability of the Platform and/or Service may occur.
  6. USER BEHAVIOUR
    1. You may not use the Platform for any purpose that is unlawful or prohibited by these terms, any applicable amended terms, or any other conditions or notices that are made available on the Platform. Unauthorized use of this Platform may result in Us instituting a claim for damages against You and/or You may be found guilty of a statutory and/or criminal offence.
    2. To the extent that any of the Services are governed by the Consumer Protection Act, 2008, ("CPA") no provision in these terms is intended to contravene the applicable provisions of the CPA, and therefore all provisions of these terms must be treated as being qualified, to the extent necessary, to ensure compliance with the applicable provisions of the CPA. These provisions may result in the Subscriber being responsible for paying additional costs and amounts and TSC may also have claims and other rights against the Subscriber and the Users.
    3. You, as the User, hereby agree that TSC has the right to report You to the Subscriber in the event that We become aware of Your unauthorised sharing or disclosing of Subscriber Data which is protected under confidentiality obligations and/or any instance in which You use the Platform as stated in section 7 below.
  7. UNAUTHORISED AND RESTRICTED USES
    1. You may not use the Platform, or Services in any way that is contrary to these terms.
    2. You may not use the Platform in any way that causes, or may cause, damage to the Platform or impairment of the availability or accessibility of the Platform, or in any other way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
    3. Should You:
      1. violate the these terms or the terms of any Subscription Agreement, or violate any applicable obligation under such agreement; or
      2. use the Services in a manner that We, in Our sole discretion believe (acting reasonably) will cause Us liability,
      then We, or a representative of Ours, may suspend or terminate Your account.
    4. You acknowledge and agree that if We disable access to Your account, You may be prevented from accessing the Platform, Your account details or any other content which is contained in Your account.
    5. Without limiting the generality of the terms, when using the Platform, You specifically agree not to upload or transmit any content or engage in any activity that, in Our sole discretion:
      1. violates any part of the terms;
      2. is harmful, threatening, discriminatory, abusive, defamatory, indecent, vulgar, profane, obscene, defamatory, racist, sexist, homophobic, hateful or otherwise objectionable, or invasive of another person’s privacy;
      3. depicts sexually explicit images;
      4. promotes unlawful violence;
      5. is illegal, or violates any law or regulation;
      6. attempts to impersonate another person or entity;
      7. accesses or uses the account of another user without that user’s express permission;
      8. distributes computer viruses or other codes, files or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or electronic communications equipment;
      9. interferes with, disrupts, or destroys the functionality or use of any features of the Platform or the servers or networks connected to the Platform;
      10. “hacks”, or accesses without permission, our proprietary or confidential records, records of another user, or records of anyone else;
      11. violates any contract or fiduciary relationship (for example, by disclosing proprietary or confidential information in breach of any non-disclosure agreement);
      12. decompiles, reverse engineers, disassembles or otherwise attempts to derive source code from the Platform;
      13. copies, modifies, reproduces, adapts, merges, varies, duplicates, creates derivative works from, frames, mirrors, republishes, downloads, displays, transmits, or distributes all or any portion of the software owned by us, without our express consent;
      14. accesses all or any part of the Services in order to build a product or service which competes with the Services;
      15. performs or discloses any benchmark or performance tests of the Services, including our software;
      16. licenses, sells, rents, leases, transfers, assigns, distributes, displays, discloses, or otherwise commercially exploits, or otherwise makes the Services available to any third party, except where our prior consent has been provided;
      17. attempts to obtain, or assist third parties in obtaining, access to the Services where they are not entitled to such access;
      18. removes, circumvents, disables, damages or otherwise interferes with security-related features, or features that enforce limitations on use of the Platform;
      19. collects, accesses, or stores personal information about other users of the Platform;
      20. is posted by a bot; and/or
      21. attempts to do any of the foregoing.
    6. You warrant that You will notify the Subscriber immediately in the even that You become aware of any other User violating the above, or in the event that You become aware of any unauthorised use of or access to the Platform or Services by a third party.
  8. USER CONTENT
    1. By posting or submitting any content (“User Data”), (including, without limitation, text, photos, and videos) to the Platform, You represent and warrant that:
      1. You are the owner of the material, or
      2. the owner of the material has consented to Your use of such material.
    2. Any Personal Information submitted by You through the Platform, is done with the necessary consents.
    3. You agree to indemnify, defend and hold harmless TSC, Our affiliates, officers, directors, employees, consultants and agents, from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable legal costs) that may be incurred as a result of or arising from:
      1. Your User Data and any information You, or anyone accessing the Platform using Your account, submit, post or transmit through the Platform.
      2. Your (or anyone using Your account's) violation of these Terms or any applicable law or regulation;
      3. Your (or anyone using Your account's) violation of any rights of any other person or entity (including; but not limited to, third party privacy rights);
      4. any information or content We collect from third parties through the Platform at Your request; or
      5. any viruses, trojan horses, worms, time bombs, cancelbots, spyware or other similar harmful or deleterious programming routines input by You, or anyone using Your account into the Platform.
    4. You agree that TSC may at its sole discretion and for any purpose, use, modify, and incorporate into its products and Services, license and sublicense, any feedback, comments, or suggestions that the You send to TSC without any obligation to the Subscriber.
  9. OUR INTELLECTUAL PROPERTY
    1. This Platform and all of Our content contained on it (including but not limited to: computer or Software code, scripts, design elements, images, text, drawings, interactive features, animation, photos, video, graphics, music, sound and voice, Documentation, but excluding: any content submitted by You such as Subscriber Data or User Data), are the property of TSC and/or the property of Our affiliates or TSCs or various third parties, and are protected by Intellectual Property laws in South Africa. Ownership of all such Intellectual Property remains with Us, the affiliates or the third parties. There is no transfer of the Intellectual Property, and You are not authorised to use any such Intellectual Property without prior written consent from Us. Users may only use this Platform and the materials on it and Documentation in relation to it as authorised by Us.
    2. All Intellectual Property rights in and to the Service Analyses and related or derivative works shall vest in TSC.
    3. We reserve the right, to suspend, cancel, or terminate Your right to use the Platform (or any portion of the Platform) in accordance with these terms and/or the Subscription Agreement, for violation (whether repeated or not) of Intellectual Property rights belonging to Us or a third party.
    4. Any unauthorised modifying, copying, reproducing, republishing, uploading, posting, transmitting, translating, selling, creating derivative works, exploiting, or distributing in any manner or medium (including by e-mail or other electronic means) any material or Documentation from the Platform, without prior written consent from the owner of the materials or Documentation, constitutes a breach of Intellectual Property. Users are specifically prohibited from uploading content which the User does not have permission to use, including but not limited to, images and text in breach of any copyright or other Intellectual Property laws.
    5. The User indemnifies Us in full and holds Us harmless from and against any and all Intellectual Property infringements claims that may arise as a result of any content uploaded, posted or submitted and for any activity that occurs under the User’s account, even when content is posted by other parties authorised by the User, who may be using the User's account. Users will be solely responsible for any and all damages resulting from any infringements of copyrights, proprietary rights or any other harm resulting from any uploading, posting or submission.
  10. SUSPENSION AND TERMINATION OF ACCOUNT
    1. We reserve the right to terminate or suspend Your account, subject to the Subscription Agreement, in the event of:
      1. any breach of the terms of the Subscription Agreement by the Subscriber;
      2. any breach of these terms;
      3. any Security Emergency;
      4. You using the Services or Platform in a manner that We acting reasonably, in Our sole discretion, believe will cause Us liability.
    2. We reserve the right to terminate or suspend Your account in the event that We have made modifications to Our Services to such an extent that the modifications materially affect the functionality of the Services and/or Your ability to use or have access to the Services.
    3. Neither TSC nor its officers, employees, agents and successors will be liable for any claims, demands, losses, damages, and actions of any kind that is either directly or indirectly related to or arises from the suspension or termination of Your account.
    4. We reserve the right to take legal action against You in the event that You violate sections 7 and 9.
  11. THIRD PARTY SITES AND SERVICES
    1. The Platform may include links to other sites. These links are provided for Your convenience for the purposes of providing further information to You. Such links do not signify that We endorse the site(s) linked to this Platform. You agree that We shall have no responsibility or bear no liability in relation to the content of the linked site(s). Content hosted on third-party sites is the responsibility of those sites, and not of TSC.
    2. By accessing third party links, You agree that those third-party sites have their own methods of collecting and Processing Your Personal Information. You are encouraged to read the Privacy Policies of third-party sites, prior to submitting Personal Information on such sites.
    3. You may not create a link to the Platform from another website or document without prior written consent from Us. We reserve the right to withdraw linking permission without notice. The site from which the link originates must comply with the content standards set out in 'Unauthorised and Restricted Uses’ above.
    4. You acknowledge that the Subscriber may use any third-party service (which includes but is not limited to a service that uses the TSC API) with the Services, and You agree that:
      1. Such agreement in relation to the use of any third-party service is between the Subscriber and such third party; and
      2. TSC will not be responsible for any act or omission of the third party, including the third party's access to or use of the Subscriber Data and any User Data
  12. CONFIDENTIALITY
    1. You recognise that the Services are the proprietary and confidential property of TSC and accordingly, You shall not, without the prior express written consent from TSC, for the duration of the Subscription Agreement and for 1 (one) year thereafter, disclose or reveal to any third party or utilise for Your own benefit any Services, provided that such information was not previously known to You or to the general public.
  13. DATA PROTECTION
    1. TSC, in providing the Services, shall comply with all Applicable Data Protection Laws relating to the privacy and security of the User Data and Personal Information, and shall only Process Personal Information in accordance with the Privacy Policy available on the Platform.
    2. You warrant that You have been informed of, and have given Your Consent to, such use, Processing, and transfer for the purpose of Processing of any User Data by TSC as required by all Applicable Data Protection Laws.
    3. The Subscriber shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Subscriber Data and User Data.
    4. You hereby warrant, acknowledge and agree that You are subject to appropriate confidentiality and non-disclosure requirements with regards to Subscriber Data.
    5. Each Party agrees to indemnify and keep indemnified and defend at its own expense the other party against all costs, claims, damages or expenses incurred by the other party or for which the other party may become liable due to any failure by the first party or its representatives to comply with any of its obligations under this section 13.
    6. You acknowledge that TSC is reliant on the Subscriber for direction as to the extent to which the TSC is entitled to use and Process Personal Information, including but not limited to any User Data. Consequently, TSC will not be liable for any claim brought by a Data Subject arising from any action or omission by TSC, to the extent that such action or omission resulted directly from the Subscriber’s instructions or lack thereof.
    7. If We become aware that We have Processed Personal Data from someone under the age of 18 without verification of parental Consent, We will take steps to remove that information from our servers as soon as possible.
  14. WARRANTIES
    1. We make no warranties, representations, statements or guarantees (whether express, implied in law or residual) with regard to the Platform and/or Services.
    2. Every effort is made to keep the Platform up and running smoothly. However, TSC takes no responsibility for, does not warrant, and will not be liable for the Platform being temporarily unavailable due to technical issues beyond Our control.
    3. We do not warrant that the Services, the Platform, the information contained therein, or any output generated by Your use of the Services, or any notification or alert, will:
      1. meet Your requirements or expectations;
      2. be uninterrupted, timely, secure or error free;
      3. meet any particular measure of accuracy, completeness or reliability, performance or quality; and/or
      4. be free of viruses or any other data or code which has the ability to corrupt or adversely affect the operation of your computer, data or network.
    4. You warrant that:
      1. You are legally entitled to access the Platform and use the Services;
      2. You have , and will continue to have, all necessary Consents to use the Services; and
      3. You have capacity to be bound by the terms;
      4. You will notify Us immediately of any unlawful use of the Platform and/or any breach of Intellectual Property Rights.
  15. INDEMNITIES
    1. You hereby agree to, indemnify and hold TSC, its officers, directors, employees, agents, representatives and/or service providers harmless from and against any claims, actions or demands, liabilities and settlements including (and without limitation to) reasonable legal fees, (other than arising from our wilful misconduct or gross negligence) resulting from, or alleged to result from:
      1. Your use of or reliance on the Services and/or the Platform, and/or submission of Subscriber Data or User Data to the Platform;
      2. Your acts or omissions;
      3. Your breach of these terms or any other terms applicable to the Platform terms;
      4. any circumstance where we have acted on Your instructions or instructions purported to emanate from You;
      5. any unlawful access or monitoring of information transmitted to Us; and/or
      6. any error or omission in respect of information submitted to us by You.
    2. To the fullest extent permitted by any applicable laws, We shall not be liable for any inaccuracies, errors, misrepresentations, or faults in any outputs generated by or through use of the Services or Software. You acknowledge and agree that the outputs generated by or through use of the Services or the Software are products of the Subscriber’s Data (including Subscriber Data and User Data). You acknowledge that You should always seek professional advice before making any decision based on the outputs, and that We shall not be liable for any reliance placed on such outputs by You or any third party.
    3. You will not be liable for any liability or damage (other than arising from your fraudulent actions or gross negligence) of any nature which may be caused by or attributable, directly or indirectly, to:
      1. Our acts or omissions; and/or
      2. a breach by Us of the terms.
    4. Neither of Us will be liable for any indirect or consequential loss or damage of whatever nature and however it may arise.
    5. There may be times when the availability of the Platform may be interrupted for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and equipment that are beyond Our reasonable control, and You agree that We will not be liable for any inconvenience, loss or damage suffered as a result of such interruptions.
  16. LIMITATION OF LIABILITY
    1. YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT USAGE OF THE PLATFORM AND RELIANCE ON ANY INFORMATION RECEIVED ON THE PLATFORM IS ENTIRELY AT YOUR DISCRETION AND RISK. SOCIAL COLLECTIVE, ITS DIRECTORS, EMPLOYEES, SERVICE PROVIDERS OR REPRESENTATIVES WILL NOT BE HELD LIABLE FOR ANY DAMAGES OR HARM CAUSED BY YOUR USE OF THE PLATFORM.
    2. WHEN PERMITTED BY LAW, SOCIAL COLLECTIVE, AND ITS DIRECTORS, EMPLOYEES REPRESENTATIVES, SERVICE PROVIDERS WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA; FINANCIAL LOSSES; OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.
    3. YOU AGREE TO INDEMNIFY AND HOLD US, OUR OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, CONTRACTORS, AND SERVICE PROVIDERS HARMLESS FROM AND AGAINST ANY CLAIMS, DAMAGES, ACTIONS, LOSSES AND LIABILITIES INCLUDING WITHOUT LIMITATION: LOSS OF PROFITS; DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES; AND ANY REASONABLE LEGAL AND/OR ACCOUNTING FEES, RESULTING FROM:
      1. ACTIONS OR OMISSIONS BY YOU AS A RESULT OF USING THE PLATFORM;
      2. MISREPRESENTED, INACCURATE OR FALSE INFORMATION SUBMITTED TO THE PLATFORM;
      3. VIRUSES, BUGS, SOFTWARE OR PROGRAM MALFUNCTIONS, ERRORS, FAILURES, DELAYS IN COMPUTER TRANSMISSIONS OR NETWORK CONNECTIONS;
      4. ANY BREACH TO THE SECURITY OF YOUR OR YOUR ORGANISATION'S INFORMATION SYSTEM OR ANY DATABASE, OR DEVICE UNDER YOUR OR YOUR ORGANISATION'S CONTROL.
      5. ANY BREACH TO THE SECURITY OF YOUR ACCOUNT OR ANY INFORMATION LINKED TO YOUR ACCOUNT, WHERE SUCH BREACH IS THE RESULT OF YOUR OR THE SUPER ADMIN'S NEGLIGENCE IN ENSURING THE SECURITY OF THE PLATFORM OR THE ACCOUNT AND THE ASSOCIATED LOGIN DETAILS.
  17. THIS AGREEMENT BETWEEN YOU AND US
    1. The terms herein are subject to the Subscription Agreement and record the agreement between You and Us in relation to the Services. Neither of Us are bound by any express, tacit or implied representation or warranty not recorded in the terms and any Subscription Agreement.
    2. Should there be any conflict between the terms and a Subscription Agreement in place between Us, these terms will prevail only to the extent of the conflict.
    3. No indulgence or extension of time will be construed to waive or limit any of our rights, unless We expressly agree in writing to waive or limit them.
  18. FORCE MAJEURE
    1. We will not be liable for failure to perform if the failure is attributable (wholly, partially or late), to some unforeseen event or circumstance beyond Our reasonable control which prevents Us from performing, timeously or otherwise. This will not be limited to technical problems or downtime related to a fixed line or mobile tele-communications provider which, in each case, is beyond Our reasonable control, having exercised reasonable care and diligence to prevent and/or mitigate against the occurrence and/or consequences of that event or circumstance.
  19. DOMICILIUM, JURISDICTION AND DISPUTE RESOLUTION
    1. These terms apply to parties located in South Africa, therefore these Terms of Service shall be governed by and be interpreted in accordance with the laws of the Republic of South Africa.
    2. In the event of any dispute arising out of or relating to these terms, or the breach, termination or invalidity thereof then either party may give written notice to the other party to initiate the procedure set out below.
    3. The parties shall first endeavour to settle the dispute by mediation. The Parties may agree on the mediation procedure and on the mediator and failing agreement within 5 (five) days of the notice referred to above, the mediation shall take place in accordance with the United Nations Commission on International Trade Law (UNCITRAL) Model Conciliation Rules.
    4. If for any reason, including lack of cooperation by the parties, a dispute is not settled by mediation within 30 (thirty) days of the notice referred to above, or such longer period of time as the parties may agree to in writing, the dispute shall be settled by arbitration. The parties may agree on the arbitration procedure and on the arbitrator and, failing agreement within 5 (five) days of the exhaustion of the period referred to above, the arbitration shall take place in accordance with the UNCITRAL Arbitration Rules in force at the time of the dispute.
    5. The appointing authority in terms of the UNCITRAL Arbitration Rules shall be the Association of Arbitrators (Southern Africa).
    6. Nothing in this section 19 shall preclude any party from seeking interim and/or urgent relief from a Court of competent jurisdiction.
    7. TSC confirms the domicilium citandi et executandi for all purposes associated with the Platform, transactions pertaining to the Platform, including the giving of any notice, the payment of any sum, the serving of any process, as follows:
      1. Unit 10, 17 owl Street, Braamfontein Werf, Johannesburg
      2. hello@thesocialcollective.co
  20. ASSIGNMENT
    1. If we merge, sell or otherwise assign Our assets and this involves transferring Our rights and obligations under the terms to any third party, You may need to Consent to the transfer of Our rights and obligations in order to continue using the Services.
    2. Neither You nor the Subscriber may assign or transfer these terms or any rights or obligations under these terms without the prior written Consent of TSC.
  21. WAIVER
    1. Any failure by TSC to exercise or enforce any part of these terms shall not be construed as a waiver of such right to exercise or enforce any part of the terms.
  22. SEVERABILITY
    1. If any provision of these terms is found to be invalid, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms, which shall remain in full force and effect.
  23. CHANGES TO THESE TERMS OF SERVICE
    1. TSC may change these terms at any time by posting the amended terms on the Platform. All amended terms are immediately and automatically effective after they are posted onto the Platform. Use of the Platform shall be governed by such amended terms. You are advised to regularly check these terms for any amendments.
    2. Substantial amendments which reflect a change in service offerings or Your use and enjoyment of the Platform shall be accompanied by a 30 (thirty) day notice period.
    3. Amended terms shall apply to any disputes that arise after the posting of such terms on the Platform.
  24. PARTICULARS OF THE SOCIAL COLLECTIVE
    Full NameThe Social Collective (Pty) Ltd
    Legal StatusProprietary Limited
    Registration Details2015/160496/07
    Place of RegistrationJohannesburg
    DirectorsD.L. van Niekerk
    Physical AddressUnit 23, 17 owl Street, Braamfontein Werf, Johannesburg
    Postal AddressUnit 23, 17 owl Street, Braamfontein Werf, Johannesburg
    Physical Address for receipt of legal documentsUnit 23, 17 owl Street, Braamfontein Werf, Johannesburg
    Telephone NumberN/A
    E-mail addresshello@thesocialcollective.co
    Website Addressthesocialcollective.co
    Description of products and Services offeredSoftware provided to Users to facilitate the collection, storage, management and reporting on data.