Terms of Use

July 2018 | Version 1.4

1. Introduction

We provide an online platform through which customers of transport services and transport providers can connect with each other and conclude agreements and orders. We do not provide transport services ourselves.

2. Application

This section covers the general terms of the relationship between you (the website visitor) and us (the website owner). They cover any use of the website, including where you are a registered user. You agree to be legally bound by the terms by visiting and using this website. Please do not use the website if you do not agree to the terms.

3. Definitions and interpretation

3.1. Definitions. In the agreement:

business day means any day other than a Saturday, Sunday, or holiday (including a public or bank holiday) in the jurisdiction where we are organised;

business hours means our normal business hours on business days;

day means a day counted from midnight to midnight, including all days of the month, Saturdays, Sundays, and public holidays;

PSP means our preferred service provider system, being a system of ranking and rewarding transport providers that meet the bracket requirements, as we may set out from time to time;

sign means the handwritten signature or an electronic signature that the parties agree to use, of each of the parties’ duly authorised representatives;

terms means the terms, consisting of:

  • these terms of use; and
  • any other relevant specific terms, policies, disclaimers, rules, and notices agreed to between the parties, (including any that may be applicable to a specific section or module of the website)

transport customer means a registered user who is using our services to find transport providers to provide them with custom transport services;

transport provider means a registered user who is using our services to find transport customers to provide their custom transport services to;

we, us, or our means Goload (Pty) Ltd, and includes our website www.goload.com where appropriate and our officers, agents, employees, owners, co-branders, and associates where the terms limit or exclude our liability;

writing means the reproduction of information or data in physical form or any mode of reproducing information or data in electronic form that the parties agree to use, but excludes information or data in the form of email; and

you or your means you, a visitor to this website, or our customer and registered user of this website.

3.2. Interpretation.

The following rules apply to the interpretation of the agreement:

  • reference headings – clause and subclause headings are for reference only and do not affect interpretation;
  • non-exhaustive lists – whenever a clause lists specific examples or items following a listing word, such as ‘including’, ‘includes’, ‘excluding’, or ‘excludes’, they will not limit its scope;
  • person references – references to a person includes a natural and juristic person;
  • party references – references to a party includes their successors or permitted assigns;
  • number of days – when any number of days is prescribed, the first day will be excluded and the last day included;
  • no interpretation against the draftsman – the rule of construction that an agreement must be interpreted against the party responsible for its drafting or preparation does not apply; and

3.3. Departure.

These terms apply to all our visitors and customers and are not open to negotiation, for reasons of consistency.

4. Use of this website

4.1. Licence.

We grant you a limited licence to use this website on these terms. We may cancel your licence at any time for any reason. Your licence is automatically cancelled if you do not get our written permission before using this website in a way these terms do not allow. Some parts of this website may be restricted to registered users. You may not access restricted parts of this website without our express permission.

4.2. Breach.

If you breach any of the terms or infringe any other person’s rights (including copyright), we may cancel your licence, block you from using the website, claim specific performance or damages against you, and take any other steps the law allows, without affecting our rights.

4.3. Framing and linking.

You may not frame this website or any of its pages. You may only link to the home page of this website. You may not deep link (link to any other page) or link in any way that could suggest that we endorse or support you, or that you have any rights in our website or intellectual property, unless we have given you written permission to do so.

4.4. Virtual agents.

You may not use any technology (including spiders, crawlers, bots, and similar virtual agents) to search or gain any information from this website, unless we have given you permission to do so.

4.5. Illegal and damaging use.

You may not use this website or any of our services (including contacting other users) in any way that is unlawful, fraudulent or in breach of any applicable law or regulation, or in any way that may damage, disrupt, introduce malicious software into, or otherwise interfere with this website, our services, or any other website, services, system, or property (including that of other users).

4.6. User content.

You may not upload to the website or our services any content which in our sole opinion is:

  • false or misleading (including impersonating or making statements on behalf of our business or personnel);
  • disruptive to our services (including advertising other services or websites);
  • illegal or unlawful under any applicable law (including inciting others to commit a crime or breach these terms);
  • defamatory, discriminatory or harassing (including posting someone’s personal information without their consent);
  • obscene (including content of a violent or sexual nature); or
  • infringes on another party’s rights (including copyright or trademark rights).

We will remove any content that breaches this clause.

4.7. Uploaded information.

Where you upload information to our website or the service, you warrant that you have the required right or authority to do so, and that such information is not confidential or proprietary in any way. You grant us the right to use such information in any way as may be necessary to provide the services. You further agree that we are not responsible for this content, and you hold us harmless and indemnify us for any loss, damage, harm or other claims that may arise as a result of any such content or information that you upload to our website or service.

5. Intellectual property

5.1. Ownership.

Except as provided to the contrary in the agreement, all rights, title, interest, and ownership (including all rights under all copyright, patent, and other intellectual property laws) in, to, or of this website or our services are our sole property or will vest in us or a third party licensor. All moral rights are reserved. You do not acquire any such rights in our website, intellectual property or services if we provide services to you.

5.2. Trademarks.

Our logo and sub-logos, marks, and trade names are our trademarks and no person may use them without our permission. Any other trademark or trade name that may appear on our marketing material is the property of its respective owner.

5.3. Your intellectual property.

You grant us a non-exclusive and royalty-free licence to use any of your trademarks and copyright works which you deliver to us for the purposes of providing the services. We may not use them for any other purpose without your prior written permission. The licence expires automatically when the agreement ends. You retain all rights in your trademarks and copyright works despite this licence.

5.4. Restrictions.

Except as expressly permitted under the agreement, the website may not be:

  • modified or used to make derivative works;
  • rented, leased, loaned, sold or assigned;
  • reverse engineered or copied; or
  • reproduced or distributed.

6. Limits to our liability

6.1. Own risk.

We provide the website “as is”. We do not give any express or implied warranty or make any other promise about this website. For example, we do not warrant that it is good quality, fit for any particular purpose, accurate, complete, up-to-date, legally effective or secure. We also do not warrant that it is free of latent defects, errors, malicious software or infringing content, or that you will have quiet or uninterrupted use of it.

6.2. Indemnity.

You indemnify (or promise to protect) us against any claim, demand, loss, damage, cost, or liability (including reasonable attorneys’ fees) related to your use of this website or your breach of any of your obligations under the Terms of Use or Terms of Service.

6.3. Faults.

We will do our best to fix any fault in this website as soon as reasonably practical after we find out about it. This is the limit of our responsibility and liability for any fault in the website.

6.4. Direct damages limited.  

To the extent allowed by applicable law, we are only liable to you for any direct damages (whether in contract, delict or any other legal theory) that the services may cause up to the total amount of fees that you have already paid us for them over the 6-month period immediately preceding the claim.

6.5. Indirect damages.

We will never be responsible for any indirect or consequential damages or losses, even if we should have foreseen them. These may include any loss of profit, loss of goodwill, loss of use or damages related to lost or damaged data.

6.6. Your default.

We are not liable for any damage or loss that your breach, misrepresentation, or mistake causes.

6.7. Other websites.

We are not responsible for anyone else’s website.

7. General

7.1. Resolving disputes.

Either party (being us or you) may inform the other in writing if there is a dispute. The parties must first try to negotiate to end the dispute, then enter into mediation if negotiation fails, and finally go to arbitration if mediation fails. If they go to arbitration, they will agree in writing on a recognized and appropriate forum for arbitration that is accessible to both parties.

7.2. Mediation.

If negotiation fails, the parties (being us and you) must refer the dispute to mediation under AFSA’s rules. AFSA means the Arbitration Foundation of Southern Africa (or its successor or body nominated in writing by it in its stead). The mediation will be held in English in Durban, and the mediator will be appointed by AFSA.

7.3. Arbitration.

If mediation fails, the parties (being us and you) must refer the dispute within 15 business days to arbitration (including any appeal against the arbitrator’s decision) under AFSA’s latest rules for expedited arbitrations. The arbitration will be held in English in Durban. The parties will agree and appoint one arbitrator. If the parties cannot agree on the arbitrator within 10 business days after the referral, the Secretariat of AFSA will appoint the arbitrator.

7.4. Entire agreement.

The terms are the entire agreement between the parties (being us and you) on the subject.

7.5. Changes to website.

We may change or stop publishing this website without notice and will not be responsible for any consequences.

7.6. Changes to terms.

We may change the terms at any time by placing a notice on this website or updating this web page. If you do not agree with the changes, you must stop using this website or the services. If you continue to use the services following notification of a change, the changed terms will apply to you and you will be deemed to have accepted them.

7.7. Facts about website.

If an administrator of this website signs a letter confirming any fact related to the website, that letter is conclusive proof of its contents. These may include the version of the terms that apply to any dispute, or what content or functions the website had at a particular time or date.

7.8. Notices and domicile.

The parties will send all notices to each others’ email addresses and choose their respective street addresses as their service addresses for all legal documents. Our email and street addresses are available on our website, while you provide your email and street addresses to us when concluding the agreement. The parties may change either address on 14 calendar days written notice to the other.

7.9. Beyond human control.

Neither party is responsible for breach of the agreement caused by circumstances beyond human control, but the other party may cancel the agreement on written notice to the other if the circumstances persist for more than 60 calendar days.

7.10. Assignment.

You may not assign the agreement to anyone. We may assign it to any successor or purchaser of our business or some of our assets.

7.11. Relationship.

The agreement does not create any agency or employment relationship between the parties.

7.12. Waiver.

We never waive (give up) our rights, even if we allow you any favour or extension of time, or we delay enforcing our rights against you.

7.13. Severability.

Any term that is invalid, illegal, or cannot be enforced must be regarded as deleted. The remaining terms continue as intended.

7.14. Law and jurisdiction.

South African law and conditions (such as time and date) govern the terms. Only the South African courts may decide any dispute about the terms. You consent to the jurisdiction of the Magistrate’s Court in respect of any action or proceedings that we may bring against you in connection with this agreement, even if the action or proceedings would otherwise be beyond its jurisdiction without prejudice to our right to institute any action in any other court having jurisdiction.

Terms of Service

8. Application

This section covers the general terms of our relationship with you. Under these terms:

  • we are the service provider – Goload (Pty) Ltd (Registration number: 2016/049698/07); and
  • you are the person to whom we provide our services, being either a transport customer, or a transport provider.

These terms start whenever you accept them and continue until terminated. You accept these terms by:

  • doing so explicitly – such as by checking a checkbox saying that you do or agreeing to an order that incorporates them by reference;
  • using the services in any way – such as by accessing them; or
  • exercising any rights granted to you under the agreement;

9. Our services to you

9.1. Right to use our services.

We grant you a right to use our services (as a registered transport customer or transport provider) subject to the following limitations:

  • duration of agreement – you may only use the services for the duration of the agreement;
  • limited to terms – you may only use the services according to these terms;
  • non-exclusive – we may allow anyone else to use the services;
  • non-transferable – you may not transfer the right to anyone else; and
  • specified purposes – you may only use the services for the specified purposes that we’ve communicated to you in writing from time to time.

9.2. Capacity and authority.

You warrant that you have the legal capacity and authority to enter into the agreement. Where you are a natural person, you warrant that you are 18 years old, and legally capable of entering into binding agreements. Where you are registering on behalf of a juristic person, you warrant that you have the full and complete authority to bind that entity.

9.3. Monitoring and records.

You give us permission to monitor how you use the services, for security and stability purposes. You agree that our records are undisputed evidence of the services provided to you.

9.4. Access conditions.

We will only provide service access to you (or your authorised users, where you are a juristic person) on the conditions that you or each one of them will:

  • accurately provide us with any information that we ask for on registration or account creation;
  • create or have the necessary credentials (such as a username and password) assigned to them on registration or account creation;
  • look after their credentials and not give them to anyone else;
  • not interfere with or introduce any malicious software into the services or otherwise misuse them;
  • be responsible for any activity that happens under their account, even if someone else was actually acting under their credentials;
  • have the necessary infrastructure, equipment, and software to access the services; and
  • abide by the agreement and any policies that we communicate to them in writing.

9.5. Availability.

We will do our best to make the services available at all times, however we cannot guarantee that they will always be available. We may make them unavailable for scheduled and emergency maintenance.

9.6. Inactive accounts.

If your account with us has been inactive for 180 days, we may suspend or terminate this agreement without notice to you. If you ask us to re-activate your account, we may choose to do so in our absolute discretion.

10. Transport services

10.1. Transport agreement overview.

Transport customers and transport providers will use the services as follows:

  • Transport customers may list requests for transport services.
  • Transport providers may respond to such requests with a bid, and any other terms that may be applicable.
  • Transport providers may withdraw any active bid at any time before it has been accepted;
  • Transport customers may accept any transport provider’s bid.
  • Accepting a bid concludes a binding contract with the bidding transport provider.
  • After the transport agreement has been fulfilled, both transport customers and transport providers may publish reviews of other users with whom they have concluded a transport agreement.

10.2. Requests and bids.

Where you are a transport customer, we do not guarantee that your request will be responded to. Where you are a transport provider, we do not guarantee that your bids will be accepted. We may (but are not obliged to) moderate requests and bids for adherence to our content rules, and remove those that do not do so.

10.3. Parties to transport agreements.

A transport agreement is an agreement entered into between a transport customer and a transport provider. A transport agreement is a contractual relationship that is binding upon the parties entering into it. You acknowledge that we are not (and at no point become) a party to any such transport agreement concluded via our website or service.

10.4. Feedback and reviews.

Transport customers and transport providers may publish reviews of other users with whom they have concluded a transport agreement. Reviews can be positive, negative, or neutral, and we will collate these into an average feedback rating. Transport providers must maintain an average 90% positive feedback rating in order to benefit from their applicable PSP bracket. Users must be honest in their reviews, and may not force, threaten, or bribe another user to publish or remove reviews (or reviews of a specific type), or publish or remove reviews (or reviews of a specific type) about another user in order to obtain certain benefits from that user.

10.5. Restrictions.

By accepting these terms, you agree that, as a transport customer or transport provider (as appropriate):

  • one account you must not create more than one account on our website or service, or create false accounts in order to create fraudulent requests or bids, or otherwise attempt to affect other, legitimate requests or bids in any way (including by making multiple bids for the same request);
  • external contracts – you must not post your contact information in your requests or bids, or otherwise use the service to aid in concluding transport agreements or other contractual relationships outside of the service or this website;
  • illegality – you must not request or provide transport of anything illegal, or in any manner that breaches any law or regulation;
  • compliance – you must be responsible for compliance with any applicable laws regarding any transport agreement, including only requesting or providing transport of something regulated by law where they specify and adhere to the requirements to transport it lawfully; and
  • indemnify us – you hold us harmless and indemnify us against any loss, damage, harm or other claim (including third party claims) that may arise as a result of any concluded transport agreement; and
  • change these terms – you must not conclude a transport agreement with another user in any way that denies or contracts out of any rights granted or duties imposed upon you or them under these terms.

10.6. Vetting of users.

You acknowledge that we do not vet any of our transport customers or transport providers, and that we are not responsible or liable for their failure to adhere to their obligations or representations under any transport agreements concluded between you and them.

11. Transport customer rules

11.1. Application.

This clause applies if you are a transport customer.

11.2. Your obligations.

As a transport customer, you agree that the following obligations apply to you, and that:

  • honour transport agreement you must honour the transport agreement, which is a binding contract between you and the transport customer, and perform your obligations under the transport agreement as reasonably expected according to its terms;
  • provide accurate information – you must describe the pick-up time, location and load accurately and completely. We are not responsible for any additional fees that a transport provider may charge you for delays caused due to inaccurate information;
  • reduce time delays – you must ensure that all goods to be transported are ready and waiting for collection at the agreed-upon pick-up time (e.g. appliances being disconnected and de-frosted, and furniture being dismantled);
  • agree to transport provider’s terms – you must read and agree to the transport provider’s terms, which will form the transport agreement, as they may appear on the transport provider’s bid or profile;
  • insurance – you acknowledge that we do not provide insurance for transport services provided by a transport provider, and that you must negotiate this insurance with the transport provider directly (which includes checking the transport provider’s profile for any applicable GIT insurance);
  • dispute resolution – you must make every reasonable effort to resolve or remedy a dispute with the transport provider directly.

11.3. Cancellations.

You may remove any request for transport services that you make at any time prior to acceptance. You may cancel a concluded transport agreement at any time, but you agree that we will not refund you the booking fee. If you cancel a concluded transport agreement that you have chosen to pay via escrow, we will refund you the applicable transport provider’s fee, less any applicable transaction fees (e.g. EFT/Visa/Mastercard).

11.4. Postponements.

You may postpone any transport agreement for fulfilment at a later date, as long as you notify us and the transport provider more than 24 hours before pick-up. If you do so, we may retain any deposit or fees paid until the transport agreement is concluded, or otherwise cancelled. You may be liable for extra fees for performance of the transport agreement at the later date.

11.5. No-show refund.

If a transport provider fails to arrive within one hour of the agreed upon pick-up time, you may notify us, in which case we will have two hours in which to find a replacement transport provider for you, at the same fee. If we fail (or choose not to) find a replacement transport provider, we will provide you with a full refund, less any applicable transaction fees (e.g. EFT/Visa/Mastercard).

11.6. Request promotions.

You may promote your transport requests in various ways, as we may make available on the website from time to time. The fees for such premium, improved transport requests will be indicated when you select them.

12. Transport provider rules

12.1. Application.

This clause applies if you are a transport provider.

12.2. Your obligations.

As a transport provider, you agree that the following obligations apply to you, and that:

  • honour transport agreement you must honour the transport agreement, which is a binding contract between you and the transport customer, and perform the transport services as reasonably expected according to its terms;
  • prompt timing – you must arrive at the agreed-upon pick-up location 15 minutes early, and you are responsible for any delays caused by traffic or weather;
  • no misrepresentation – you must not misrepresent yourself, your services, your vehicles or your abilities in the terms of the transport agreement, or in your bid;
  • compliance and insurance – you must be responsible for ensuring that your activities as a transport provider comply with all relevant laws and regulations, including having road-worthy vehicles, and the correct licensing (including your drivers having valid professional driving permits) and insurance as may be required from time to time. You grant us the authority to check that your GIT insurance payments (if applicable) are up to date, and we may remove any GIT listing from your profile if they are not;
  • taxes – you must be responsible for calculating, collecting and paying any and all applicable taxes relating to the provision of your transport services under the transport agreement, including VAT.
  • dispute resolution – you must make every reasonable effort to resolve or remedy a dispute with the transport customer directly;
  • up-to-date information – you must keep your profile up-to-date with your latest contact information, vehicles, and GIT insurance. If your GIT insurance lapses, you must update this on your profile immediately;
  • lost items – you must not lose, damage or destroy any items that you have been contracted to transport, and we may, in our sole discretion, suspend or terminate this agreement if we receive feedback that you have done so in two or more instances.

12.3. PSP brackets.

We will reward you for consistently providing good service under transport agreements and meeting our requirements for preferred service providers. There are multiple brackets to our PSP system. You can find the requirements and applicable rewards for each bracket at https://goload.com/preferred-service-provider/. We may alter the requirements or rewards on 30 days’ notice to you. The rewards will be suspended if you fall below an average 90% positive feedback rating.

12.4. Penalty.

If you post your contact information in your bids, or otherwise use the service to aid in concluding transport agreements or other contractual relationships outside of this website, we may charge you a penalty fee equal to the fee we would have charged a transport customer for a booking fee had you completed the transport agreement via this website. Where such a fee has not been calculated yet, we may charge you a reasonable penalty fee.

12.5. Cancellations.

You may remove any transport services bid that you make at any time prior to acceptance. You may not cancel a transport agreement once your bid has been accepted. If you do, or if you do not arrive at the agreed-upon pick-up location within one hour of the agreed-upon time (a “no-show”), we may, in our discretion:

  • list the cancelled job on your profile;
  • limit or cancel any email- or SMS-notification systems which we may provide to you under your PSP bracket;
  • downgrade you one PSP bracket; or
  • invoice you for a job cancellation fee equal to our fee applicable to the cancelled transport agreement, in which case you must pay the job cancellation fee within 30 days or we will be entitled to suspend or terminate this agreement.

You further agree to the terms under which we may offer a refund to transport customers, including where the transport customer has cancelled a transport agreement. We are not liable to you for (and you indemnify us against) any loss, damage or claim you may suffer as a result of the transport customer cancelling the concluded transport agreement.

12.6.Bid promotions.

You may promote your transport bids in various ways, as we may make available on the website from time to time. The fees for such premium, improved transport bids will be indicated when you select them.

13. Fees and payment

13.1. Our fees.

We do not charge you for registering on the website. We charge you on a per transaction basis, and we automatically add our booking fee to a transport provider’s bid amount. Our booking fee will be a percentage of the transport agreement bid value, or a minimum fee as stipulated by us on the website from time to time, whichever is higher. We may add a percentage surcharge for EFT or Visa/Mastercard payments. We may increase or decrease our booking fee as required to round off the total fees that a transport customer would be charged to the nearest whole number.

13.2. Transport customer payment.

Transport customers must pay any fees listed under the transport agreement, fees which consist of the transport provider’s bid plus our fees. If you are a transport customer, you may choose to pay these fees in one of two ways, namely:

  • booking fee deposit in which case you must pay our booking fee to us via the website when you accept the bid, and the balance directly to the transport provider only once the transport agreement has been concluded, in a manner agreed between you and the transport provider;
  • full payment via escrow – in which case you must pay the entire fee (being our booking fee plus the transport provider’s fee) via the website when you accept the bid;

13.3. Transport provider payment.

If a transport customer has chosen to pay via the escrow system, our third party escrow system provider will release the funds from the escrow system only once the transport customer has paid their fees in full, the transport agreement has been fully concluded, and the escrow system’s terms have been met. Our third party escrow system provider will then pay the funds to the transport provider, less our fees. Our third party escrow system provider may withhold payment to you if they have a good-faith reason to believe that you are breaching their terms.

13.4. Overdue payments.

You will pay us the fees on the due date and in the manner agreed between the parties in writing. You may not withhold payment of any amount due to us for any reason. If for any reason you owe us money that is due to us, we may charge you additional late payment fees and interest (being the higher between 2% above the prime lending rate, or 15%). We may stop providing the services until you have paid all amounts due. Interest will be payable on damages.

13.5. Appropriation.

We may use any money you pay us to settle your indebtedness under the agreement, despite any particular reason you may have paid it to us.

13.6.Price list.

We may change our price list from time to time in our discretion, by updating the applicable prices on this website.

13.7. Certificate.

We may appoint an accountant to sign a certificate that will be proof of the amount due by you and the date on which it is payable.

13.8. Tax.

All of our fees exclude any tax (unless indicated otherwise), which you will pay where applicable in addition to the fees.

13.9. Payment profile.

We may provide any registered credit bureau with information about your payment of amounts.

13.10. Escrow system.

Our services make use of a third party escrow system, provided by Trade Safe Trust (Pty) Ltd, for managing payments between transport customers and transport providers. By using our services, you agree to accept the terms of this third party escrow system, which you can find at https://www.tradesafe.co.za/.

14. Your data

14.1. Definition.

Your data is any data belonging to you or your customer that:

  • you or your customer (or any third party on your behalf) provide to us; or
  • we generate, process, or supply to you or your customer in providing the services;

but excludes any derived data that we create for our own purposes or which is proprietary or confidential to us or our third party contractors.

14.2. You own it.

You own all your data, but give us a right to use it to provide the services when you provide us with access to it.

14.3. We do not own it.

We do not own any of your data. However, we do own our derived data. Your data does not include any derived data that we create for our own internal purposes. Derived data is any of our own data that we create from your data, such as through aggregation, de-identification, or anonymisation.

14.4. Responsibility.

We take the protection of your data very seriously and will always do everything in our power to protect it. However, we are not responsible for any of your data stored on the online services, you provide it to us at your own risk, and you indemnify us against any liability for it to the extent allowed by applicable law, including liability for data breaches, unauthorised access, and third party claims.

14.5. Subcontracting.

Subcontracting involves engaging a subcontractor outside our organisation to do work as part of providing the services. We may subcontract work involving your data, provided that we:

  • we get your permission to do so beforehand;
  • notify you in writing of: (i) the purpose of sharing your data with the subcontractor; and (ii) how we have carried out due diligence on them;
  • do so only through a written agreement with the subcontractor which imposes the same obligations on them as are imposed on us; and
  • remain fully liable for any processing of your data under the agreement by our subcontractor.

14.6. Location.

Your data will remain wherever we place it initially, unless we have to transfer it to another country to comply with our obligations to you. You consent to us transferring it to our group of companies, associated companies, service providers, or agents who may be located in other countries for the purpose of providing the services.

15. Confidential information

15.1. Definition.

Confidential information is any information that the parties share with one another in terms of this agreement with the intention that the other party should keep it secret, such as personal information, business records, or customer details.

15.2. Responsibilities.

Each party will keep any confidential information it receives from the other party under the agreement confidential and the receiving party will:

  • protect the other party’s interests;
  • only use it to comply with their responsibilities under the agreement;
  • only give it to their employees or agents that need it (and only as much as they need);
  • use reasonable security procedures to make sure their employees or agents keep it confidential;
  • get promises of confidentiality from those employees or agents who need access to the information;
  • not reveal the information to anyone else; and
  • not use it for any purpose other than under this agreement.

15.3. End of agreement.

The parties will give back to the other all confidential information of the other that they have at the end of the agreement, unless:

  • the other party agrees that they may destroy or retain it instead; or
  • it is lawfully in the public domain;
  • someone else who is allowed to reveal it gives it to them;
  • someone gives it to them to comply with a court order or other legal duty.

15.4. Indemnity.

Each party indemnifies the other against any loss or damage that the other may suffer because of a breach of this clause by a party or its employees or agents.

15.5. Survival.

This clause about confidential information is separate from the rest of this agreement and remains valid for five years after the end of this agreement.

16. Non-solicitation

You will not contract with any of our personnel, other than through us, who were involved in providing services for 12 calendar months after the termination of this agreement.

17. Our warranties

17.1. Service warranties.

We warrant that we will:

  • employ enough trained personnel with the knowledge and expertise to provide the services;
  • use reasonable efforts consistent with prevailing industry standards to maintain the services; and
  • provide the services in accordance with all applicable laws.

17.2. General warranties.

We warrant further that we:
  • have the legal right and authority to perform our obligations under the agreement; and
  • will not knowingly introduce any malicious software into your systems.

18. Disclaimer of warranties

18.1. Disclaimer.

You use the services at your own risk and we disclaim all other warranties to the extent allowed by applicable law. We are not liable for any defect that you cause.

18.2. Exclusion of liability.

Despite our warranties, we are not liable for any defects that your negligence, failure to follow our instructions, or misuse causes.

19.Your warranties

19.1. Agreement warranties.

You warrant that:

  • no one has induced you to enter into the agreement by any prior representations, warranties, or guarantees; and
  • you are not breaching of any other agreement by entering into the agreement.

19.2. Indemnity.

You indemnify us against any claim for damages by any third party resulting from a breach of your warranties, including all legal costs. Legal costs means the costs that a lawyer may recover from their client for their disbursements and professional services if permissible under applicable law.

20. Breach and termination

20.1. Suspension.

We may immediately suspend your right to use the services if:

  • you breach any of our terms;
  • you breach any terms of a transport agreement to which you have agreed;
  • you try to gain unauthorised access to them;
  • we decide that your use poses a security threat to us or another user other than you;
  • there is evidence of fraud on your account; or
  • we believe you are using them for an illegal purpose or in way that infringes a third party’s rights.

20.2. Termination for your breach.

If you:

  • do not fix a breach within seven days of receiving written notice from the us to do so;
  • breach the agreement materially twice or more in six months;
  • are bankrupt or have some legal disability;
  • take steps to or are closed down (such as becoming insolvent or entering sequestration);
  • make any settlement or arrangement with your creditors; or
  • fail to pay a court order against yourself for a significant amount within 21 days;

then we may may:

  • make you comply with the agreement; or
  • immediately cancel the agreement in writing and claim damages from you, including fees already due.

20.3. Termination for good cause.

We may terminate the agreement immediately if:

  • we discontinue or stop providing the services;
  • we believe providing the services could burden or pose a risk to us;
  • we have to terminate to comply with a law; or
  • we determine that providing the services has become impractical.

If we need to terminate, we will give you as much notice as reasonably possible in writing.

20.4. Termination for convenience.

Either party may terminate the agreement on at least 30 days written notice to the other party.

21. Effect of termination

21.1. Duties on termination.

We will stop providing the services, you will no longer be able to access them, and we may erase your data on termination, cancellation, or expiry of the agreement.

21.2. Acceleration.

All amounts due to us for the services become due and payable on termination, cancellation, or expiry the agreement.

21.3. Assistance.

We may provide you with post termination assistance (such as data retrieval) subject to additional fees and conditions, but we are not obliged to.

21.4. No expectation.

The agreement does not create any expectation of continued service, agreement renewal, or any further agreement between the parties.