Terms of Service/Use

Terms of Service/Use Agreement

This Agreement is made on the 31st day of January 2024

Between

NEXTTASK (Pty) Ltd

And:

WEBSITE USERS

Parties

1. NEXTTASK (Pty) Ltd (the "Company"), a company duly incorporated and existing under the laws of the Republic of South Africa, with its registered address at 21 Milldene Ave, Rondebosch, Cape Town, registration number 2025 / 921237 / 07, and contact details at info@nexttask.co.za;
2. WEBSITE USERS (the "Users"), being any individual or entity who accesses, browses, or uses the website and its services, who by such access or use agrees to be bound by these Terms of Use.

Background

1. The Company operates a website at https://nexttask.co.za (the "Website"), which provides an online platform for retail-focused task management and communication between stores and head office;
2. The Company requires terms and conditions to govern the relationship between the Company and Users who access or use the Website and its services;
3. These Terms of Use are necessary to establish the rights, obligations, and responsibilities of both the Company and Users in relation to the use of the Website;
4. The Company wishes to ensure that all Users understand and agree to the conditions under which the Website and its services are made available;
5. These Terms of Use are designed to protect both the Company's interests and the legitimate expectations of Users while ensuring compliance with applicable South African law;
6. By accessing or using the Website, Users acknowledge that they have read, understood, and agree to be bound by these Terms of Use.

1. Definitions

1.1. In these Terms of Use, unless the context clearly indicates otherwise, the following terms shall have the meanings assigned to them:

• 1.2. "Account" means a user account created by a User to access certain features or services of the Website;
• 1.3. "Agreement" means these Terms of Use as may be amended from time to time in accordance with the provisions hereof;
• 1.4. "Company" means NEXTTASK (Pty) Ltd, a company incorporated under the laws of the Republic of South Africa;
• 1.5. "Content" means all information, data, text, software, music, sound, photographs, graphics, video, messages, or other materials, whether publicly posted or privately transmitted;
• 1.6. "Effective Date" means 31/01/2024;
• 1.7. "Force Majeure Event" means any event beyond the reasonable control of a party, including but not limited to acts of God, natural disasters, war, terrorism, government actions, strikes, power failures, or internet service disruptions;
• 1.8. "Intellectual Property Rights" means all intellectual property rights including but not limited to copyrights, trademarks, patents, trade secrets, database rights, and any other proprietary rights;
• 1.9. "Personal Information" has the meaning ascribed to it in the Protection of Personal Information Act, 2013 (Act No. 4 of 2013);
• 1.10. "Privacy Policy" means the Company's privacy policy as published on the Website and amended from time to time;
• 1.11. "Services" means all services, features, applications, content, and functionality offered by the Company through the Website;
• 1.12. "Terms of Use" or "Terms" means this agreement between the Company and Users;
• 1.13. "Third Party" means any person or entity other than the Company or a User;
• 1.14. "User" or "Users" means any individual or entity who accesses, browses, or uses the Website;
• 1.15. "User Content" means any Content submitted, uploaded, posted, or transmitted by Users to or through the Website;
• 1.16. "Website" means the website operated by the Company at https://nexttask.co.za and any related mobile applications, subdomains, or associated platforms.

2. Acceptance of Terms

• 2.1. By accessing, browsing, or using the Website in any manner, Users automatically agree to be bound by these Terms of Use.
• 2.2. Users who create an Account on the Website expressly agree to these Terms of Use as part of the registration process.
• 2.3. If a User does not agree to these Terms of Use, they must immediately cease all use of the Website and not create an Account.
• 2.4. Continued use of the Website after any modifications to these Terms of Use constitutes acceptance of the revised terms.
• 2.5. Users represent that they have the legal capacity to enter into these Terms of Use and that they are at least 18 years of age or have obtained parental or guardian consent if under 18 years of age.
• 2.6. These Terms of Use apply to all Users, including visitors who browse the Website without creating an Account and registered Users who have created Accounts.

3. Description of Service

• 3.1. The Company provides the Services through the Website, which may include but are not limited to creating and managing tasks, submitting checklists, tracking operational workflows, and facilitating communication between stores and head office.
• 3.2. The Services are provided on an "as available" basis and the Company reserves the right to modify, suspend, or discontinue any aspect of the Services at any time without prior notice.
• 3.3. Access to certain features or functionalities of the Services may require User registration and the creation of an Account.
• 3.4. The Company may introduce new services, features, or functionalities from time to time, which shall be subject to these Terms unless otherwise specified.
• 3.5. The Services are intended for use by individuals who are at least 18 years of age or the age of majority in their jurisdiction, whichever is higher.
• 3.6. Certain Services may be subject to additional terms and conditions, which will be presented to Users at the time of access or use of such specific Services.
• 3.7. The Company does not guarantee that the Services will be uninterrupted, error-free, or completely secure, and Users acknowledge that internet-based services may be subject to limitations and delays.
• 3.8. The Company reserves the right to impose limits on certain features of the Services, including but not limited to storage capacity, number of transactions, or frequency of use.

4. User Accounts and Registration

4.1. Account Creation

• (a) Users may be required to create an Account to access certain features or Services on the Website.
• (b) Users must provide accurate, current, and complete information during the registration process.
• (c) Users must be at least 18 years of age or have parental consent to create an Account.

4.2. Registration Requirements

• (a) Users must provide a valid email address and create a secure password during registration.
• (b) The Company reserves the right to reject any registration application or username that it deems inappropriate, offensive, or in violation of these Terms.
• (c) Users are responsible for maintaining the confidentiality of their Account credentials and for all activities that occur under their Account.

4.3. Account Security

• (a) Users must immediately notify the Company of any unauthorized use of their Account or any other breach of security.
• (b) The Company will not be liable for any loss or damage arising from unauthorized access to a User's Account due to the User's failure to maintain Account security.
• (c) Users must not share their Account credentials with any third party or allow others to access their Account.

4.4. Account Information Updates

• (a) Users are responsible for keeping their Account information accurate and up-to-date.
• (b) The Company may suspend or terminate Accounts with outdated or inaccurate information.

4.5. Account Termination

• (a) Users may terminate their Account at any time by following the account deletion process on the Website or by contacting the Company directly.
• (b) The Company may suspend or terminate any Account immediately and without notice for violation of these Terms or for any other reason deemed appropriate by the Company.
• (c) Upon Account termination, the User's right to access and use the Services will cease immediately.
• (d) The Company may retain certain User information after Account termination as required by law or for legitimate business purposes.

5. User Conduct and Prohibited Activities

5.1. General Conduct Requirements

• (a) Users must use the Website and Services in accordance with these Terms and all applicable South African laws and regulations.
• (b) Users are responsible for all activities that occur under their Account and must maintain the confidentiality of their login credentials.
• (c) Users must provide accurate, current, and complete information when creating an Account or using the Services.

5.2. Prohibited Activities

(a) Users are prohibited from engaging in any of the following activities:

• (i) violating any applicable laws, regulations, or third-party rights;
• (ii) transmitting or posting any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable;
• (iii) impersonating any person or entity or falsely stating or misrepresenting an affiliation with any person or entity;
• (iv) interfering with or disrupting the Website, Services, or servers or networks connected to the Website;
• (v) attempting to gain unauthorized access to any portion of the Website, other Accounts, or computer systems or networks;
• (vi) using automated systems, including robots, spiders, or scrapers, to access or collect data from the Website without written permission;
• (vii) transmitting spam, chain letters, or other unsolicited communications through the Website;
• (viii) uploading or transmitting viruses, malware, or other malicious code;
• (ix) infringing upon the Intellectual Property Rights of the Company or any Third Party;
• (x) collecting or harvesting Personal Information of other Users without their consent.

5.3. Content Restrictions

(a) Users may not post or transmit User Content that:

• (i) contains false, misleading, or deceptive information;
• (ii) promotes illegal activities or violates any applicable laws;
• (iii) infringes upon any Intellectual Property Rights or other proprietary rights;
• (iv) contains confidential information belonging to Third Parties;
• (v) is discriminatory, hateful, or promotes violence against any individual or group.

5.4. Monitoring and Enforcement

• (a) The Company reserves the right, but has no obligation, to monitor User Content and user activities on the Website.
• (b) The Company may investigate violations of these Terms and cooperate with law enforcement authorities in prosecuting users who violate applicable laws.

5.5. Consequences of Violations

(a) Upon discovery of any violation of these Terms, the Company may, in its sole discretion:

• (i) issue a warning to the User;
• (ii) remove or disable access to violating Content;
• (iii) suspend or terminate the User's Account;
• (iv) pursue legal action against the User;
• (v) report illegal activities to appropriate authorities.

(b) The Company may take such action without prior notice to the User and without liability to the User or any Third Party.

5.6. Reporting Violations

• (a) Users may report suspected violations of these Terms by contacting the Company through the designated reporting mechanisms provided on the Website.

6. Content and Intellectual Property Rights

6.1. Ownership of Website Content

• (a) All Content on the Website, including but not limited to text, graphics, logos, images, audio clips, video clips, data compilations, software, and the compilation thereof, is the property of the Company or its licensors and is protected by South African and international copyright, trademark, and other Intellectual Property Rights.
• (b) The Company retains all right, title, and interest in and to the Website and all Content provided by the Company, including all associated Intellectual Property Rights.

6.2. License to Use Website Content

• (a) Subject to these Terms, the Company grants Users a limited, non-exclusive, non-transferable, revocable license to access and use the Website and Company Content solely for personal, non-commercial purposes.
• (b) Users may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any Company Content without the prior written consent of the Company.

6.3. User Content

• (a) Users retain ownership of any original User Content they submit, post, or display on the Website.
• (b) By submitting User Content to the Website, Users grant the Company a worldwide, non-exclusive, royalty-free, transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Content in connection with the Website and the Company's business operations.
• (c) Users represent and warrant that they own or have the necessary rights to grant the license specified in clause 6.3.2 and that their User Content does not infringe any Third Party's Intellectual Property Rights.

6.4. Prohibited Use of Intellectual Property

• (a) Users may not use any trademarks, service marks, trade names, logos, or other proprietary designations of the Company without prior written permission.
• (b) Users are prohibited from removing, altering, or obscuring any copyright, trademark, or other proprietary notices from the Website or Company Content.

6.5. Copyright Infringement

• (a) The Company respects the Intellectual Property Rights of others and expects Users to do the same.
• (b) If any person believes that their copyrighted work has been copied and made accessible on the Website in a manner that constitutes copyright infringement, they may notify the Company in writing with details of the alleged infringement.
• (c) The Company reserves the right to remove or disable access to any User Content that allegedly infringes Third Party Intellectual Property Rights and to terminate the Accounts of repeat infringers.

7. Privacy and Data Protection

• 7.1. The Company's collection, use, processing, and protection of Personal Information is governed by the Company's Privacy Policy, which forms an integral part of these Terms of Use.
• 7.2. By using the Website, Users consent to the collection, processing, and use of their Personal Information in accordance with the Privacy Policy and applicable South African law, including the Protection of Personal Information Act, 2013 (Act No. 4 of 2013) ("POPIA").
• 7.3. Users acknowledge that they have read and understood the Privacy Policy and agree to the data processing practices described therein.
• 7.4. The Company implements appropriate technical and organisational measures to ensure the security and confidentiality of Personal Information in accordance with POPIA requirements.
• 7.5. Users have certain rights regarding their Personal Information under POPIA, including the right to access, correct, or delete their Personal Information, subject to applicable legal requirements and exceptions.
• 7.6. The Company may update the Privacy Policy from time to time, and Users will be notified of material changes through the Website or other reasonable means.
• 7.7. For questions or concerns regarding the processing of Personal Information, Users may contact the Company using the contact details provided in the Privacy Policy.

8. Disclaimers and Warranties

8.1. Disclaimer of Warranties

• (a) The Website and Services are provided on an "as is" and "as available" basis without warranties of any kind, whether express, implied, statutory, or otherwise.
• (b) The Company disclaims all warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, title, quiet enjoyment, and accuracy of informational content.
• (c) The Company does not warrant that the Website or Services will be uninterrupted, error-free, secure, or free from viruses or other harmful components.

8.2. Service Availability

• (a) The Company does not guarantee that the Website or Services will be available at all times or that access will be continuous or uninterrupted.
• (b) The Company reserves the right to suspend, modify, or discontinue the Website or Services at any time without prior notice.
• (c) The Company shall not be liable for any downtime, maintenance, technical difficulties, or temporary unavailability of the Website or Services.

8.3. Accuracy of Information

• (a) While the Company endeavours to ensure that information on the Website is accurate and up-to-date, it makes no representations or warranties regarding the accuracy, completeness, or reliability of any Content.
• (b) Users acknowledge that information on the Website may contain errors, omissions, or inaccuracies and should not rely solely on such information for making decisions.
• (c) The Company disclaims all responsibility for any loss or damage arising from reliance on information provided on the Website.

8.4. Third Party Content and Links

• (a) The Company disclaims all warranties and representations regarding any Third Party content, services, or websites that may be accessible through or linked to the Website.
• (b) The inclusion of links to Third Party websites does not constitute an endorsement or recommendation by the Company.

9. Limitation of Liability

• 9.1. To the maximum extent permitted by law, the Company excludes all liability for any direct, indirect, incidental, special, consequential, or punitive damages arising from or relating to the use of the Website or Services.
• 9.2. The Company's total liability to any User for all claims arising under or relating to these Terms shall not exceed the amount paid by the User to the Company in the twelve (12) months preceding the claim, or R1,000 (one thousand Rand), whichever is greater.
• 9.3. The Company shall not be liable for any loss or damage caused by:
  • (a) interruption, suspension, or termination of the Website or Services;
  • (b) errors, omissions, or inaccuracies in Content;
  • (c) unauthorised access to or alteration of User transmissions or data;
  • (d) statements or conduct of any Third Party on the Website;
  • (e) any User's reliance on Content obtained through the Website;
  • (f) viruses or other harmful components that may affect User's computer equipment.
• 9.4. The limitations in this clause 9 apply regardless of the legal theory on which the claim is based, including contract, tort, negligence, strict liability, or otherwise.
• 9.5. Nothing in these Terms shall exclude or limit the Company's liability for:
  • (a) death or personal injury caused by the Company's negligence;
  • (b) fraud or fraudulent misrepresentation;
  • (c) any liability that cannot be excluded or limited under South African law.
• 9.6. Users acknowledge that the limitations of liability set out in this clause 9 are reasonable and necessary for the Company to provide the Services at no cost or at the prices charged.

10. Indemnification

• 10.1. The User agrees to defend, indemnify, and hold harmless the Company, its directors, officers, employees, agents, affiliates, and service providers from and against any and all claims, demands, actions, suits, proceedings, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or relating to:
  • (a) the User's breach of these Terms of Use;
  • (b) the User's violation of any applicable law or regulation;
  • (c) the User's infringement of any third party's rights, including Intellectual Property Rights;
  • (d) any User Content submitted, posted, or transmitted through the Website;
  • (e) the User's use or misuse of the Website or Services;
  • (f) any dispute between the User and any third party arising from the User's use of the Website.
• 10.2. The Company reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by the User, in which event the User shall cooperate with the Company in asserting any available defences.
• 10.3. The User's indemnification obligations under this clause shall survive the termination of these Terms of Use.
• 10.4. The Company will provide the User with prompt written notice of any claim for which indemnification is sought, provided that failure to provide such notice shall not relieve the User of indemnification obligations except to the extent such failure materially prejudices the User's ability to defend such claim.

11. Termination

• 11.1. The Company may terminate or suspend a User's access to the Website and Services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if the User breaches the Terms.
• 11.2. Users may terminate their use of the Website at any time by discontinuing access to and use of the Website.
• 11.3. Users with Accounts may terminate their Account at any time by following the account closure procedures specified on the Website or by contacting the Company directly.
• 11.4. Upon termination of a User's access or Account:
  • (a) the User's right to access and use the Website and Services shall cease immediately;
  • (b) all licenses granted to the User under these Terms shall terminate;
  • (c) the User must cease all use of any Content obtained from the Website; and
  • (d) the Company may delete or deactivate the User's Account and all related information and files associated with such Account.
• 11.5. The Company reserves the right to retain User Content and Personal Information in accordance with the Privacy Policy and applicable legal requirements, even after termination.
• 11.6. Termination of these Terms shall not affect any rights or obligations that have accrued prior to termination.
• 11.7. The provisions of these Terms that by their nature should survive termination shall continue in effect after termination, including but not limited to intellectual property rights, disclaimers, limitations of liability, indemnification, and governing law provisions.

12. Modifications to Terms

12. Modifications to Terms

• 12.1. The Company reserves the right to modify, amend, or update these Terms at any time in its sole discretion.
• 12.2. The Company will provide notice of material changes to these Terms by:
  • (a) posting a revised version of these Terms on the Website with an updated Effective Date; and
  • (b) providing reasonable advance notice to Users through one or more of the following methods: posting a notice on the Website, sending an email to registered Users, or through other reasonable means of communication.
• 12.3. Non-material changes, including corrections of typographical errors or clarifications that do not affect the substance of these Terms, may be made without prior notice.
• 12.4. Users are responsible for regularly reviewing these Terms to stay informed of any changes.
• 12.5. Continued use of the Website or Services after the Effective Date of any modifications constitutes acceptance of the revised Terms.
• 12.6. If a User does not agree to any modifications, the User must immediately cease using the Website and Services and may terminate their Account in accordance with the termination provisions of these Terms.
• 12.7. Modified Terms shall apply prospectively from the Effective Date and shall not affect any rights or obligations that arose before such date.

13. Governing Law and Jurisdiction

• 13.1. These Terms shall be governed by and construed in accordance with the laws of the Republic of South Africa.
• 13.2. The South African courts shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).
• 13.3. The User irrevocably submits to the exclusive jurisdiction of the South African courts and waives any objection to proceedings in such courts on the grounds of venue or on the grounds that the proceedings have been brought in an inconvenient forum.
• 13.4. Nothing in this clause shall limit the Company's right to bring proceedings against a User in any other jurisdiction.

14. Dispute Resolution

• 14.1. The parties agree to attempt to resolve any dispute arising out of or in connection with these Terms through good faith negotiations before pursuing formal dispute resolution procedures.
• 14.2. If a dispute cannot be resolved through direct negotiations within thirty (30) days of written notice of the dispute, the parties may agree to submit the dispute to mediation conducted by a qualified mediator agreed upon by both parties.
• 14.3. Mediation proceedings shall be conducted in accordance with the rules of a recognised mediation body in South Africa, and the costs of mediation shall be borne equally by the parties unless otherwise agreed.
• 14.4. If mediation is unsuccessful or if the parties do not agree to mediation, either party may refer the dispute to arbitration in accordance with the rules of the Arbitration Foundation of Southern Africa.
• 14.5. Arbitration proceedings shall be conducted by a single arbitrator appointed by mutual agreement of the parties, or failing such agreement, appointed by the Arbitration Foundation of Southern Africa.
• 14.6. The arbitration shall be conducted in English and take place in Cape Town, South Africa.
• 14.7. The arbitrator's decision shall be final and binding on both parties, and judgment upon the award may be entered in any court having jurisdiction.
• 14.8. Notwithstanding the above dispute resolution procedures, either party may seek urgent interim relief from a court of competent jurisdiction where immediate action is necessary to prevent irreparable harm.
• 14.9. Nothing in this clause shall prevent the Company from pursuing legal action for violations of its Intellectual Property Rights or for recovery of amounts owing.

15. Electronic Communications

• 15.1. By accessing or using the Website, Users consent to receive electronic communications from the Company, including but not limited to notices, agreements, disclosures, and other information concerning the Services.
• 15.2. Electronic communications may be delivered through the Website, email, SMS, push notifications, or other electronic means to the contact information provided by the User.
• 15.3. Users agree that all electronic communications satisfy any legal requirement that such communications be in writing and constitute valid and binding agreements between the parties.
• 15.4. Electronic communications shall be deemed received when posted on the Website or when sent to the User's last known email address or other contact information on file with the Company.
• 15.5. Users are responsible for maintaining current and accurate contact information to ensure receipt of electronic communications.
• 15.6. The Company may rely on electronic signatures, including typed names, electronic confirmations, or other electronic authentication methods as valid signatures for purposes of agreement formation.
• 15.7. Users may withdraw consent to receive certain electronic communications by following the opt-out procedures specified in such communications, where applicable, provided that withdrawal of consent may limit access to certain Services.

16. Severability

• 16.1. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be deemed to be severed from these Terms.
• 16.2. The invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, or enforceability of the remaining provisions of these Terms.
• 16.3. The remaining provisions shall continue in full force and effect as if the invalid, illegal, or unenforceable provision had never been included in these Terms.
• 16.4. If any provision is held to be invalid, illegal, or unenforceable, the Company may, in its sole discretion, replace such provision with a valid and enforceable provision that achieves the same or similar commercial purpose as the original provision.
• 16.5. The parties agree that any court finding a provision invalid, illegal, or unenforceable shall have the power to reduce the scope, duration, or area of the provision to the extent necessary to make it valid and enforceable.

17. General Provisions

• 17.1. Entire Agreement: These Terms constitute the entire agreement between the Company and the User regarding the subject matter hereof and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, both written and oral, regarding such subject matter.
• 17.2. Waiver: No waiver by the Company of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
• 17.3. Force Majeure: The Company shall not be liable for any failure or delay in performance under these Terms which is due to fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, or any other cause beyond the reasonable control of the Company.
• 17.4. Assignment: Users may not assign or transfer any rights or obligations under these Terms without the Company's prior written consent. The Company may assign these Terms without restriction.
• 17.5. Relationship of Parties: Nothing in these Terms shall be deemed to create an agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship of any kind between the Company and any User.
• 17.6. Headings: The headings in these Terms are for convenience only and shall not affect their interpretation.
• 17.7. Language: These Terms have been drafted in English. In the event of any conflict between the English version and any translation, the English version shall prevail.
• 17.8. Survival: Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

Effective Date

These Terms of Use shall be effective from 31/01/2024 and shall remain in force until amended or replaced in accordance with the provisions herein.

User Acceptance

By accessing, browsing, or using the Website, each User acknowledges that they have read, understood, and agree to be bound by these Terms of Use as amended from time to time. No physical signature is required from Users, and acceptance is demonstrated through continued use of the Website.