Recordal

• WHEREAS XASA is a search engine and/or an online market platform that provides an open market to businesses looking for specific services such as procurement, supplier and/or enterprise development opportunities;
• WHEREAS XASA enables Users/Businesses to publish procurement opportunities in the form of a tendering process and further enables Users to search for procurement opportunities that have been published by other Users;
• WHEREAS IN ADDITION XASA enables Users to search for, find and fund beneficiaries through Enterprise and Supplier Development (ESD) programmes.
• WHEREAS XASA also enables Users to exchange and/or barter services with other Users who may require their service offering in order to limit the use of available cash;
• AND WHEREAS the Users access to XASA and/or the XASA website in order to utilise the aforegoing shall be subject to the payment of subscription fees and applicable membership fees.

NOW THEREFORE XASA AND THE USER AGREE AS FOLLOWS:

INTERPRETATION AND DEFINITIONS

• the clause headings are for convenience purposes only and shall be disregarded in construing this Agreement;
• unless the context indicates a contrary intention, the singular shall include plural and vice versa;
• a natural person includes an artificial or juristic person and vice versa;
• unless the context clearly indicates a contrary intention, the following expressions shall bear the meanings assigned to them below and cognate expressions shall bear corresponding meanings –
  • Account shall mean the account created with Galelo Services (Pty) Ltd and/or XASA which records, inter alia, the User’s incorporation details, contact information, authorised administrator, contact details and membership status.
  • Profile shall mean the User information which is visible to other users which details, amongst other things, the type of entity that the User is, the industry the User is in, service offerings, User’s B-BBEE scoring, opportunities that the User is either offering, interested in or searching for.
  • User shall mean any entity registering and/or using XASA website.
  • XASA shall mean this website search engine developed and managed by Galelo Services (Pty) Ltd, a private company duly registered and incorporated with limited liability according to the company laws of the Republic of South Africa, under registration number 2019/550538/07, and reference to XASA in this Agreement shall also be construed as reference to Galelo Services (Pty) Ltd
• if any provision in a definition is a substantive provision conferring a right or imposing an obligation on any party then notwithstanding that it is in a definition, effect shall be given to that provision as if it were a substantive provision in the body of this Agreement;
• where any term is defined within a particular clause other than this clause 2, the term so defined shall bear the meaning ascribed to it in that clause wherever it is used in this Agreement unless it is clear from the clause in question that such a defined term has limited application to the relevant clause.
• any reference to any statute, regulation or other legislation shall be a reference to that statute, regulation or other legislation as:
  • at the Signature Date; and
  • amended or substituted from time to time;
• where figures are referred to in numerals and in words, and there is any conflict between the two, the words shall prevail, unless the context indicates a contrary intention;
• the rule of construction that this Agreement shall be interpreted against the party responsible for the drafting of this Agreement shall not apply;
• the use of any expression in this Agreement which refers to a South African legal concept or process such as for example, winding-up or curatorship shall be deemed to include a reference to the equivalent or analogous concept or process in any other jurisdiction in which this Agreement may apply or to the laws of which a party may be or become subject;
• the words “include” and “including” followed by a specific example or examples shall not be construed as limiting the meaning of the general word preceding it;
• where any number of days is to be calculated from a particular day, such number shall be calculated as excluding such particular day and commencing on the next day unless the last day falls on a Saturday, Sunday or public holiday in the Republic of South Africa, in which case the last day shall be the next succeeding day which is not a Saturday, Sunday or public holiday in the Republic of South Africa.;
• no provision of this Agreement shall (unless otherwise stipulated) constitute a stipulation for the benefit of any person (stipulation alteri) who is not a party to this Agreement;
• any reference to days (other than business days), months or years shall be a reference to calendar days, months or years as the case may be

ACCEPTANCE OF TERMS OF USE AGREEMENT

• The User understands and agrees that by creating and maintaining an account on the XASA platform and/or by using the XASA platform in anyway whatsoever and by whatsoever means, the User is be bound by these Terms of Use and any other agreement which is incorporated by reference into this agreement (“this Agreement”).
• XASA reserves the right to make changes to this Agreement and to its scope of services from time to time and in the event that this Agreement is updated, amended or varied in any way, such update, amendment or variation shall be communicated to the User by notice on the XASA platform and the most recent version of this Agreement will be available on the XASA platform
• If the changes include material changes that affect the User’s rights and/or obligations, XASA shall notify the User of the changes in advance by reasonable means, which could include notification through the XASA platform or via email.
• The Parties agree that if, after receiving notification of such changes, the User continues to use the XASA Platform even after the effective date of such changes, the User shall be deemed to agree to the amended Agreement.

INTERACTIONS WITH OTHER USERS

• XASA does not warrant the correctness and the veracity of any information reflected on other users’ profiles. The Parties agree and understand that XASA does not conduct any independent verification of the information or representations made by users on their profiles/accounts unless specifically and unambiguously stated.
• Notwithstanding the paragraph above, the Parties agree and understand that XASA reserves the right, when and if deems fit to do so, to conduct a verification of whatsoever nature regarding the correctness of the information reflected on the User’s Account and/or Profile.

USER’S RIGHTS AND OBLIGATIONS

• XASA hereby grants the User a royalty-free, non-assignable, non-exclusive, revocable, and non-sublicensable license to access and use the XASA Platform. This license is for the sole purpose of allowing the User to use and enjoy the XASA Platform’s benefits as intended by XASA and permitted by this Agreement.

INTELLECTUAL PROPERTY & UNDERTAKINGS BY THE USER

• Each Party to this Agreement retains all right, title and interest in their respective Intellectual Property.
• Neither Party may, without the prior written consent of the other Party, use the names, service marks, trademarks, logos or other corporate identifications of such other Party, and if such other Party does provide consent, only to the extent of such consent.
• The User agrees and undertakes not to use the XASA Platform or any content contained in the XASA Platform for any commercial purposes, other than those defined herein and in any other agreements incorporated herein, without XASA’s written consent.
• The User agrees and undertakes not copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any copyrighted material, images, trademarks, trade names, service marks, or other intellectual property, content or proprietary information accessible through the XASA platform without XASA’s prior written consent.
• The User shall not express or imply and or in any way create an impression that any statement/s made by that User are endorsed by XASA.
• The User agrees and undertakes not to use any robot, bot, spider, crawler, scraper, site search/retrieval application, proxy or other manual or automatic device, method or process to access, retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the XASA Platform or its contents.
• The User agrees and undertakes not to use the XASA Platform in any manner that could interfere with, disrupt or negatively affect the XASAPlatform or the servers or networks connected thereto.
• The User agrees and undertakes not to upload viruses or other malicious code or otherwise compromise the security of the XASA Platform.
• The User agrees and undertakes not to forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted to or through the XASA Platform.
• The User agrees and undertakes not to “frame” or “mirror” any part of the XASA platform, in anyway whatsoever, without XASA’s prior written authorization.
• The User agrees and undertakes not to use meta tags or code or other devices containing any reference to XASA or the XASA platform (or any trademark, trade name, service mark, logo or slogan of XASA) to direct any person to any other website for any purpose.
• The User agrees and undertakes not to modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the XASA website, or cause others to do so.
• The User agrees and undertakes not to use or develop any third-party applications that interact with the XASA platform or other users’ content or information without XASA’s written consent.
• The User agrees and undertakes not to use, access, or publish the XASA Platform programming interface without XASA’s written consent.
• The User agrees and undertakes not to probe, scan or test the vulnerability of the XASA’s Platform or any system or network.
• The User agrees and undertakes not to encourage or promote any activity that violates this Agreement.
• The Parties therefore understand and agree that XASA may investigate and take any available legal action in response to illegal and/ or unauthorized uses of the XASA platform, including termination of the User’s account. In the event that XASA takes legal action against the User, the User agrees to be liable for legal fees on an Attorney own client scale.

RIGHTS THAT THE USER GRANTS XASA

• By creating an account on the XASA you grant to XASA a worldwide, transferable, sub-licensable, royalty-free, right and license to host, store, use, copy, display, reproduce, adapt, edit, publish, modify and distribute information that you post, upload, display or otherwise make available (collectively, “post”) on the platform, subject to applicable laws.
• The rights or authority granted by the User to XASA as contemplated herein above are for the limited purpose of operating; developing; providing; and improving the XASA website and researching and developing new ones.
• The Parties understand and agree that any information that the User places and/or that the User authorises XASA to place on the XASA website will of necessity be viewed by other users.
• The User agrees that all information that the User submits upon creation of its Account is accurate and truthful and that the User has the right to post the information on the XASA Platform and to grant the license in paragraph 7.1 above to XASA.
• The User agrees and understands that XASA may monitor or review any information posted by the User on the XASA website and XASA may delete any information, in whole or in part, that in the sole discretion of XASA violates or is in contravention of this Agreement or may harm the reputation of the XASA in any way whatsoever.

THIRD PARTY REQUEST FOR INFORMATION

• The User hereby agrees and grants XASA the right to access, preserve and disclose its account information and related information if required to do so by law or in good faith believes that such access, preservation or disclosure is reasonably necessary, such as to:
  • comply with legal process;
  • enforce this Agreement;
  • respond to claims that any information posted on the platform violates the rights of third parties;
  • respond to your requests for customer service; or
  • protect the rights, property or personal safety of the XASA or any other person

OTHER USERS’ CONTENT

• Notwithstanding XASA’s rights as contemplated in paragraph 7.5, any content or information that a user posts on its profile or account is the sole responsibility of the user who posts it and, as such, XASA does not guarantee or warrant that all information and/or content posted on the XASA website will comply with this Agreement.