The Terms of Service found herein contain the terms and conditions that govern the use of our Platform Saleboat and all associated Services.
PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING FOR, ACCESSING, BROWSING, AND/OR OTHERWISE USING THE SALEBOAT SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE PLATFORM.
We may, in our sole discretion, suspend or terminate access to all or any Saleboat Services to anyone who violates these Terms of Service.
If you register for a free trial of any of the Saleboat Services, these Terms will govern the free trial.
Section 1: Definitions
|Account||Your primary means for accessing and using Saleboat and usually includes a username and password. Access to an account is subject to an active subscription.|
|Activity||Meetings and tasks that can be associated with a sale, a person or an Organisation.|
|Client/you||A natural person or legal entity who has accepted these Terms of Service.|
|Client Data||Digital data and information, which is introduced to Saleboat or otherwise added to Saleboat by the Client or Users.|
|Content||any data and information available through Saleboat or supporting Saleboat services. This can include articles, documents, brochures, presentations, pictures, images, audio-visual works and other informational material.|
|Fee||A regular payment for using the Account.|
|Files||documents of any kind (images, spreadsheets, text files, etc.) that are inserted to the System by the Client, and usually associated with a Person or Organisation;|
|Free Trial||Limited time access to Saleboat without paying a Fee for the purposes of trying out the platform.|
|Guidelines||additional rules applicable to specific features, applications, products, or services which may be posted from time to time on the Platform or otherwise made available on or through Saleboat.|
|Organisation||legal persons (such as companies) and other entities|
|Saleboat||Saleboat is a Software as a Service offering which is wholly owned and operated by Kusasa Information Systems (Pty) Ltd. A registered private company in the Republic of South Africa.|
|Saleboat Design||the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organisation, compilation of the content, code, data, and all other elements of Saleboat|
|Saleboat Services||the Web Application, Android Application. Saleboat API, Supporting Services, System, Content, Platform and all content, services and/or products available on or through the Platform;|
|Pipeline||the process of making a Deal, which consists of several Stages;|
|Plan||The options related to the use and functionality of Saleboat on which the Fee is based;|
|Special Terms||any particulars, specifications and conditions by which the parties of these terms of service parties have agreed to deviate.|
|System||the integrated cloud computing solution for providing Saleboat, including applications, software, hardware, databases, interfaces, associated media, documentation, updates, new releases and other components or materials.|
|User||a natural person granted with the Authorisation to use the Account on behalf of a Client;18|
Section 2: Authority
The use of Saleboat is subject to acceptance of these Terms. To accept these Terms for itself or on behalf of a Client, a person must have the legal capacity to do so. In the case of an individual, the individual must be at least 18 years of age and be of sound mind. In the case of a legal entity, the entity must be duly incorporated and must be in good standing.
The Terms are accepted as soon as one of the following occurs:
The responsible person has received the confirmation of the creation of the Account and necessary credentials from us in order to log in to his/her/its Account, upon the moment of gaining access to any Saleboat services.
You may not, without our prior written consent, access Saleboat (i) for production purposes, (ii) if you are a competitor of Saleboat, (iii) to monitor the availability, performance or functionality of Saleboat (iv) for other benchmarking or competitive purposes.
Once accepted, these Terms remain effective until terminated.
Section 3: Modification of these Terms of Service
We reserve the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time by posting such changes on or through Saleboat. Please check these Terms periodically for changes. Your continued use of the service after such changes have been posted constitutes your binding acceptance of such changes. Such amended Terms will automatically be effective upon the earlier of (i) your continued use of the Saleboat Services, or (ii) 30 days from posting of such modified Terms on or through the Platform. This does not include, the resolution of any dispute that arises between you and us. This shall be governed by the Terms in effect at the time such dispute arose.
Section 4: Our Responsibilities
4.1. Provisioning Saleboat Services.
- Make Saleboat, Content and Client Data available to a Client as per these terms
- provide applicable standard support for the Saleboat Services to Client at no additional charge, and/or upgraded support (for an additional charge, if applicable)
- use commercially reasonable efforts to make Saleboat available at all times, except for: (i) planned downtime (of which we shall give advance electronic notice as provided in the Guidelines), and (ii) any unavailability caused by circumstances beyond our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, Internet service provider failure or denial of service attack. (iii) Saleboat may also be unavailable at times outside of work hours for testing and upgrades.
4.2 Protection of Client Data
We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Client Data, as described in the Guidelines. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Client Data by our own personnel except (a) to provide Saleboat service and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 7.5 (Compelled Disclosure) below, or (c)based on Client or User’s express permission.
Section 5: Using Saleboat
5.1 Establishing an Account.
Certain features, functions, parts or elements of Saleboat can be used or accessed only by holders of an Account. The person who wishes to create an Account must:
complete the sign-up form on the saleboat.co.za; and accept these Terms by clicking “Sign up” or other similar button. A Saleboat representative will allocate Saleboat resources and activate the account then inform the user of account activation. Each Client may have only one Account. If several persons need to use an Account on behalf of Client, Client must designate such persons as Users. Each such User shall be subject to the restrictions set forth in these Terms.
If Client has designated Users and granted them Authorisation, such Users will be deemed to be authorised to act on behalf of Client when using the Account. We are not responsible for verifying the right of representation or validity of Authorisation of any User. However, we may ask for additional information or proof of the person’s credentials.
The Client and any User associated with an Account must provide us with true, accurate, current, and complete information about the Client, Users or Account and keep it up to date.
5.2 Logging into an Account.
We shall provide you with a username and password (“Login Credentials”) to log in to the Saleboat Account. These Login Credentials must not be used by multiple persons. If Client has designated several Users, each User will be provided with separate Login Credentials. Client and each User are responsible for keeping all login credentials associated with an Account confidential and secure. Client must promptly notify us:
of any disclosure, loss or unauthorised use of any Login Credentials;
of a User’s departure from the Client’s organisation;
of a change in a User’s role in the Client’s organisation;
of any termination of a User’s right for any reason.
5.3 Termination of Account.
Client may terminate these Terms at any time as provided in Section 16. We shall permanently delete the Account as soon as reasonably practicable after the effective date of the termination.
The use of an Account is subject to a Fee. The applicable Fee is charged in advance on monthly or annual payment intervals, unless agreed otherwise between parties. All Fees are non-refundable, i.e. there are no refunds or credits for periods where the Client did not use an activated Account, used it only partially, or deactivated the Account or terminated these Terms during an ongoing payment interval.
All Fees are exclusive of all taxes, levies or duties applicable under any applicable law, unless stated otherwise stated herein. Client is solely responsible for the payment of such taxes, levies or duties.
5.6 Free Trial.
A new Client may be entitled to a Free Trial. The Client is not required to provide any payment information during the period of the Free Trial. If the period of Free Trial has expired, the Account will be automatically deactivated. In order to prevent deactivation or to reactivate the Account, the Client is required to pay the first Fee. If the Client does not pay the first Fee within 2 weeks as of the expiry of the Free Trial, We have the right to permanently delete the Account, including all Client Data therein.
In addition to the current collection of Plans, We may offer special discounts and motivation schemes (for example finder’s fees, etc.).
Section 6: Payment
6.1 Electronic Invoice.
You will be issued an electronic invoice for payment of the Fee of the next payment interval prior to that payment interval. Client must pay the invoice in full no later than the due date indicated on the invoice.
6.2 Overage Charges.
Upon delay with any payments, We may require the Client to pay interest on the delay (penalty for late payment) for the period as of the time the payment obligation falls due until conforming performance is rendered. The interest rate of penalty for late payment due is the maximum amount allowable based on South African law, currently 2% per month. Interest is compounded daily.
Section 7: Client Data
7.1 Uploading Client Data to Platform.
If the Client uploads Client Data to the Platform, such Client Data and any processing of such Client Data must be in compliance with these Terms and applicable law. All rights, title and interest in and to the Client Data belong to the Client or third persons (including Users, persons and Organisations) whether posted and/or uploaded by you or made available on or through Saleboat by us. By uploading Client Data to the Platform, You authorise us to process the Client Data.
The Client is responsible for ensuring that:
the Client and any of the Users associated with the Account do not create, transmit, display or make otherwise available any Client Data that violates the terms of service, our own rights, other Clients or Users, persons or Organisations or is harmful (for example viruses, worms, malware and other destructive codes), offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, pornographic, obscene, invasive of another’s privacy, defamatory, hateful or otherwise unlawful; and
the Client and all of the Users associated with the Account have the necessary rights to use the Client Data, including to insert it into the Platform and process it by means of the Account.
7.2 No Guarantee of Accuracy.
We do not guarantee any accuracy with respect to any information contained in any Client Data, and strongly recommends that you think carefully about what you transmit, submit or post to or through Saleboat. You understand that all information contained in Client Data is the sole responsibility of the person from whom such Client Data originated. This means that Client, and not Saleboat, is entirely responsible for all Client Data that is uploaded, posted, transmitted, or otherwise made available through Saleboat, as well as for any actions taken by us or other Clients or Users as a result of such Client Data.
7.3 Exposure to Other Client’s Client Data.
A Client may, in certain circumstances, allow us to expose their Client Data to other Clients or Users for training and marketing purposes. You understand that we cannot, and do not, review all Client Data and do not endorse any Client Data. You further understand and acknowledge that you may be exposed to other Client’s Client Data that is inaccurate, misleading, offensive, indecent, or objectionable. We shall not be responsible for any Client Data, including, without limitation for the accuracy, completeness, relevancy, content of any Client Data.
7.4 Unlawful Client Data.
We are not obliged to pre-screen, monitor or filter any Client Data or acts of its processing by the Client in order to discover any unlawful nature therein. However, if such unlawful Client Data or the action of its unlawful processing is discovered or brought to our attention or if there is reason to believe that certain Client Data is unlawful, We have the right to:
notify the Client of such unlawful Client Data;
deny its publication on Saleboat;
demand that the Client bring the unlawful Client Data into compliance with these Terms and applicable law;
temporarily or permanently remove the unlawful Client Data from Saleboat;
restrict access to it or delete it.
If we are presented convincing evidence that the Client Data is not unlawful, We may, at our sole discretion, restore such Client Data, which was removed from Saleboat or access to which was restricted.
In addition, in the event we believe in our sole discretion Client Data violates applicable laws, rules or regulations or these Terms, we may (but has no obligation), remove such Client Data at any time with or without notice.
7.5 Compelled Disclosure.
We may disclose a Client’s confidential information to the extent compelled by law to do so. In such instance, we will use commercially reasonable efforts to provide Client with prior notice of the compelled disclosure (to the extent legally permitted) and Client shall provide reasonable assistance, at its cost, if Client wishes to contest the disclosure. If we are compelled by law to disclose Client’s confidential information as part of a civil proceeding to which we are a party, and Client is not contesting the disclosure, Client will reimburse Saleboat for its reasonable cost of compiling and providing secure access to that confidential information.
Section 8: Services
8.1 Use of Saleboat
Subject to these Terms, and the payment of the applicable service Fee, we grant Client and its authorised users a non-exclusive, non-transferable, non-sublicensable license to use Saleboat to do the following:
- collect, store and organise Client Data,
- modify and delete Client Data
- Collect store and organise user data
- Add new Users and grant them Authorisations, assign Activities to a particular User;
- Schedule events, such as meetings, phone calls and tasks using or not using client data
- Monitor user activity
- Track users during work hours
- Have access to location data provided by the system
- Have access to various reporting types available in the standard Saleboat License v2.3.4b
receive reasonable help and guidance and from us regarding the use of the Saleboat.
8.2 Technical Support.
We shall provide reasonable technical support to Client and its authorised Users at the reasonable request of the Client. We shall respond to enquiries of support from a Client utilising the contacts set forth below as soon as reasonably possible. Responding to enquiries of Clients and Users who have accepted these Terms but do not have an Account may be less expedient, or may not occur at all.
The contacts for all enquiries of support are:
instant messaging (WhatsApp)
Built-In Support Services in Saleboat.
e-mail: [email protected]
8.3 Modifications to Service.
We reserve the right to modify Saleboat or any part or element thereof from time to time without prior notice, including, without limitation:
rebranding Saleboat at our sole discretion;
ceasing to provide or discontinuing the development of any particular part or element of the Platform temporarily or permanently;
taking such action as is necessary to preserve our rights upon any use of Saleboat that may be reasonably interpreted as violation of our intellectual property rights, distribution of Internet viruses, worms, Trojan horses, malware, and other destructive activities or illegal activity.
As applicable, Client may be notified of such modifications when logging in to the Account, by email or on other Saleboat media. Modifications which have a significant impact on the use of Saleboat including removal or change of core features or pricing will be announced prior to making changes.
If the Client does not accept the modification, the Client shall notify us before the effective date of the modification, and these Terms will terminate on the effective date of the modification. The Client’s continued use of Saleboat, or any part or element thereof, after effective date of modifications shall indicate its consent to the modifications. We shall not be liable to the Client or to any third person for any modification, suspension or discontinuance of Saleboat, or any part or element thereof.
Section 9: Restrictions
9.1 Prohibited Activities.
Client and its authorised Users may use Saleboat and any part or element thereof only in the scope, with the means and for purposes as identified in these Terms and applicable law. By way of example, neither the Client nor any User may:
Use Saleboat or any part or element thereof to commit a crime, breach any applicable law or entice or invite others to carry out such illegal actions;
copy, duplicate, distribute, modify, adapt, hack, create derivative works, reverse engineer or decompile Saleboat or any part or element thereof, or attempt to extract the source code thereof, unless (i) it is expressly allowed under applicable law, and (ii) to the extent that we are not permitted by that applicable law to exclude or limit the foregoing rights.
Saleboat or any part or element thereof may not be used unless the Client and Users have agreed to these Terms.
9.2 Certain Uses Require Our Consent.
The Client or any User may not, without our prior express written consent (email, fax, Skype, etc.):
sell, resell, lease, license, sublicense, distribute, provide, disclose, divulge, exploit or otherwise grant Access or make Saleboat available in whole or in part to any third persons.
use Saleboat or any part or element thereof in a scope, with means or for purposes other than those for which their functionality was created;
Section 10: Privacy
Section 11: Intellectual Property Rights
11.1 Kusasa’s Intellectual Property Rights in Saleboat.
Saleboat, Saleboat Design, Saleboat trade names and trademarks, and any parts or elements thereof are solely and exclusively owned and operated by Kusasa and its third party vendors and hosting partners. Saleboat and Saleboat Designs are protected by copyright, trade dress, patent, trade secrets, and trademark laws, international conventions and treaties, and all other relevant intellectual property and proprietary rights laws. We, our affiliates and licensors retains all right, title and interest in such Saleboat Services, Designs, trade names and trademarks, and any parts or elements. Your use of Saleboat and any parts or elements does not grant to you any ownership right or intellectual property rights therein. Any commercial or promotional distribution, publishing or exploitation of Saleboat Designs is strictly prohibited unless you have received the express prior written permission from us or the otherwise applicable rights holder. We reserves all rights to Saleboat, Saleboat Designs and Saleboat trade names and trademarks not expressly granted in the Terms.
11.2 Content Owned by Kusasa.
Subject to these Terms and the payment of the applicable service Fee, We grant Client and its authorised users a non-exclusive, non-transferable, non-sublicensable license to download a single copy of any part of the Content solely for your personal, non-commercial use if you retain all copyright and proprietary notices that are contained in such part of the Content. You expressly acknowledge that you do not acquire any ownership rights by downloading any copyrighted material from or through Saleboat. You shall not copy, distribute or publish any Content or any information obtained or derived therefrom except as permitted on or through Saleboat or as otherwise permitted by applicable law.
11.3 Client data.
We may use Client Data in an aggregated and anonymised format for research, educational and other similar purposes. We may not otherwise use or display Client Data without Client’s written consent. We respect your right to exclusive ownership of your Client Data. Unless specifically permitted by you, your use of Saleboat does not grant us the license to use, reproduce, adapt, modify, publish or distribute the Client Data created by you or stored in your Account for our commercial, marketing or any similar purpose. Client expressly grants us the right to use and analyse aggregate system activity data associated with use of Saleboat by Client and its Users for the purposes of optimising, improving or enhancing the way Saleboat operates, and to create new features and functionality in connection with Saleboat at our sole discretion.
Client is solely responsible for its own Client Data and the consequences of posting or publishing them on or through Saleboat. In connection with Client Data, Client affirms, represents, and warrants that: (i) Client either owns its Client Data or has the necessary licenses, rights, consents, and permissions to use and authorise us to display or otherwise use the Client Data under all patent, trademark, copyright, trade secrets, or other proprietary rights in and to your Client Data in a manner consistent with the intended features of Saleboat and these Terms, and to grant the rights and license set forth in Section 11.3(a), and (ii) Client Data, our data or any Saleboat Licensee’s use of such Client Data pursuant to these Terms, and our or any Saleboat Licensee’s exercise of the license rights set forth in Section 11.3(a), do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) violate any applicable law or regulation anywhere in the world; or (c) require obtaining a license from or paying any fees and/or royalties by us to any third party for the performance of any Saleboat Services Client has chosen to be performed by us or for the exercise of any rights granted in these Terms, unless we agree otherwise.
If Client or a User provides us with any comments, bug reports, feedback, or modifications for Saleboat (“Feedback”), we shall have the right to use such Feedback at our discretion, including, but not limited to the incorporation of such suggested changes into Saleboat. Client or User (as applicable) hereby grants us a perpetual, irrevocable, nonexclusive, royalty free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit and use your Feedback for any purpose.
Section 12: Third-Party Sites, Products and Services
Saleboat may include links to other websites or services (“Linked Sites”) solely as a convenience to Clients. We do not endorse any such Linked Sites or the information, material, products, or services contained on or accessible through Linked Sites. Furthermore, We make no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through Linked Sites. ACCESS AND USE OF LINKED SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKED SITES, IS SOLELY AT YOUR OWN RISK.
Section 13: Disclaimers; No Warranty
UNLESS OTHERWISE EXPRESSLY STATED BY US, SALEBOAT, SALEBOAT DESIGN, AND ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH SALEBOAT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, KUSASA AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, CORRECTNESS, ACCURACY, AND RELIABILITY.
UNLESS OTHERWISE EXPRESSLY STATED, KUSASA AND ITS AFFILIATES DO NOT WARRANT THAT SALEBOAT AND ANY CONTENT, CLIENT DATA SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH SALEBOAT WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT SALEBOAT AND ANY CONTENT, CLIENT DATA, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH SALEBOAT OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF MALICIOUS CODE OR OTHER HARMFUL COMPONENTS.
UNLESS OTHERWISE EXPRESSLY STATED BY US, WE AND OUR AFFILIATES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PLATFORM, SALEBOAT, SALEBOAT DESIGN OR ANY LINKED SITES, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
THE LAWS OF CERTAIN COUNTRIES AND STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
Section 14: Indemnification
You agree to defend, indemnify and hold harmless Kusasa and its affiliates, and their respective directors, officers, employees and agents, from any claims, losses, damages, liabilities, including attorney’s fees, arising out of your use or misuse of Saleboat, Saleboat Designs, representations made to us, our affiliates and/or third parties, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. We reserve the right, at our own expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to co-operate with such defence of these claims.
Section 15: Limitation of Liability
15.1 No Liability:
We shall not be liable to the Client or User for any consequences resulting from:
- any modifications in these Terms, calculation and rates of Fees, Saleboat, Saleboat Design, or any part or element thereof (including but not limited to the Account), including any error, permanent or temporary interruption, discontinuance, suspension or other type of unavailability of Saleboat.
- deletion of, corruption of, or failure to store any Client Data;
- use of Client Data by the Client or any of the Users associated with the Account;
- any disclosure, loss or unauthorised use of the login credentials of Client or any authorised User due to Client’s failure to keep them confidential;
- the Client’s use of Saleboat by means of browsers other than those accepted or supported by us;
- the application of any remedies against the Client or authorised Users by us, for example if the Client or User has committed a crime or conducted a breach of applicable law by using Saleboat or any part or element thereof;
- the differences between technologies and platforms used for access, for example if certain features, functions, parts or elements of Saleboat are designed for use on a personal computer or laptop and do not function on a mobile platform or a tablet;
- Our application of the remedies described in these Terms, even if the reasonable grounds or legal basis for the application of these remedies turned out to be unfounded or invalid afterwards.
In addition, We and our affiliates shall not be liable to the Client for any claim by any User, person, Organisation or third persons against the Client arising out of the Client’s failure to:
- Provide us with accurate information about the Client, Users or Account;
- notify us of any reasons due to which a User does not have the right to use the Account on behalf of the Client;
- provide any Products which it has agreed to provide to such a person or Organisation (whether such failure arises as a result of our negligence, breach if these Terms or otherwise);
- ensure the lawfulness of the Client Data;
- obtain the necessary rights to use the Client Data; or
- abide by any of the restrictions described in these Terms.
15.2 Limitation of Liability.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF SALEBOAT AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY CLIENT HEREUNDER FOR SALEBOAT SERVICES GIVING RISE TO THE LIABILITY IN THE SIX MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CLIENT’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT” SECTION ABOVE.
15.3 Exclusion of Consequential and Related Damages.
IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
Section 16: Termination of These Terms
16.1 For Convenience.
These Terms may be terminated for convenience upon written notice to the other party as indicated in the “Notice” Section below:
- by the Client any time by providing email notice to Kusasa. Notice must be at least 30 days prior to termination.
- by us upon decision to end provision of Saleboat and close the Platform; or
- immediately by either party, if proceedings are initiated for the other party’s liquidation or insolvency or a negotiated settlement with the other party’s creditors is concluded or an assignment is made on behalf of the other party for the benefit of creditors.
16.2 For Default.
These Terms may be terminated for default upon written notice to the other party as indicated in the “Notice” Section below:
by either party in case of breach of these Terms by the other party, if the breach has not been cured within 30 days of receipt of a notice from the non-breaching party; or
immediately by either party if the other party breaches its obligations, as applicable under Sections 11 [Intellectual Property Rights] and 14 [Indemnification] of these Terms.
16.3 Effect of Termination. Upon termination of these Terms,
We shall deactivate and permanently delete the Account, as soon as reasonably practicable after the effective date of termination of these Terms. If the Client has specifically requested for an earlier deletion of the Account, We shall fulfil such request within 1 month of its receipt of such request.
- stop using and prevent the further usage of Saleboat, including, without limitation, the Platform;
- pay any amounts owed to us under these Terms; and
- discharge any liability incurred by the Client before under these Terms prior to their termination; and
- The following provisions shall survive the termination of these Terms: Sections 1, 7.5, 9, 10, 11, 13, 14, 15, 17 and 18.
- 16.4 Remedies.
If we terminate these Terms as a result of an uncured breach by a Client or User, we are entitled to use the same or similar remedies against any other persons who use Saleboat in conflict with these Terms. Notwithstanding the foregoing, we may also apply any other remedies available to it under the applicable law. Upon application of any remedies, the Client or User may lose Access or suffer a loss of certain features, functions, parts or elements of Saleboat.
If we have reasonable grounds to believe that the Client’s or User’s use of Saleboat, including the Account may harm any third persons, We have the right to take adequate measures under its control to prevent, stop and eliminate the harm, where possible, in order to protect those third persons.
Section 17: Who You Are Contracting With
17.1 Company Information
Kusasa Information Systems (Pty) Ltd
12 Gimmel Street
Phone:+27 87 803 9742
In the event of a dispute, controversy or claim arising out of or in relation to these Terms, including but not limited to the formation, validity, breach or termination thereof, the parties shall attempt to solve the matter amicably in mutual negotiations. In the event a mutually acceptable resolution cannot be reached within a reasonable time, either party will be entitled to seek all available remedies, including legal remedies subject to the terms and conditions set forth below. Notwithstanding the foregoing and subject to the terms and conditions set forth below, either party may seek injunctive relief with respect to any disputed matter to the extent possible under applicable law. Should an amicable settlement between parties not be possible, the dispute shall be finally solved in court or by arbitration as designated herein subject to the terms and conditions set forth below.
17.2 Governing Law and Jurisdiction.
This document is under the exclusive legal jurisdiction of South African Law. Any court proceedings will take place in Johannesburg unless otherwise agreed upon by both parties.
If any part of this provision is ruled to be unenforceable, then the balance of this provision shall remain in full effect and construed and enforced as if the portion ruled unenforceable were not contained herein.
Notwithstanding the foregoing, you and us agree that nothing herein shall be deemed to waive, preclude, or otherwise limit either party’s right to (i) pursue enforcement actions where such actions are available, (ii) seek injunctive relief in a court of law, or (iii) to file suit in a court of law to address intellectual property infringement claims.
Section 18: General Provisions
18.1 Relationship of the Parties.
The parties will act solely as independent contractors. These Terms shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between the Client and us, and the Client shall not represent to the contrary, whether expressly, by implication, appearance or otherwise. These Terms are not for the benefit of any third parties.
If any term, condition or provision of these Terms is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.
Client may not, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer these Terms or delegate any of its rights and/or obligations under these Terms without our prior written consent. Any attempted assignment, transfer or delegation without such prior written consent will be void and unenforceable. Notwithstanding the foregoing, the Client, or its permitted successive assignees or transferees, may assign or transfer these Terms or delegate any rights or obligations hereunder without consent: (1) to any entity controlled by, or under common control with the Client, or its permitted successive assignees or transferees; or (2) in connection with a merger, reorganisation, transfer, sale of assets or product lines, or change of control or ownership of the Client, or its permitted successive assignees or transferees.
18.4 No Waiver.
Failure of either Party to exercise or enforce any provision of or any of its rights under these Terms shall not be deemed a waiver of future enforcement of that or any other provision or right.
Except as otherwise specified in these Terms, all notices related to these Terms will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to you will be addressed to the relevant billing contact designated by you. All other notices to you will be addressed to the relevant Services system administrator designated by you.
Last update: May 21, 2017