Introduction

Electronic Supply Chain and Procurement Enterprise (Proprietary) Limited ("ESCAPE" or "we") conducts business as an online supplier database ("supplier database") which facilitates the registration and accreditation of vendors and suppliers on supplier databases of various ESCAPE clients via the internet ("the services").

ESCAPE makes the services and provides the information contained on this website or any of the pages comprising the website ("website") to you subject to the terms and conditions of use ("terms" or "conditions") set out herein. By entering the site, you unconditionally confirm that you have read, understood and agreed to be bound by the terms and you unconditionally undertake to comply with all applicable laws and regulations whilst using the website.

ESCAPE may at any time modify the terms and your continued use of the website will be subject to the terms in force at the time of your use. Accordingly you agree to review the terms periodically, and your continued access or use of the website and the services shall be deemed to be your acceptance of the amended terms of the website.

Content of the Website

Whilst every effort is made to update the information provided on this website on a regular basis, (including but not limited to the content ("content") of the supplier database) ESCAPE makes no representations or warranties, whether express, implied in law or residual, as to the accuracy, completeness and/or reliability of any information, data and/or content contained on the website (including but not limited to any information which may be provided by any supplier and as well as any content listed in any supplier database) (collectively "information") and shall not be bound in any manner by any such information. ESCAPE reserves the right at any time to change or discontinue without notice, any aspect or feature of the website and/or any part of the service. No information contained on the website (and whether posted by ESCAPE or a third party) shall be construed as advice and same is offered for information purposes only.

System Availability

ESCAPE will use reasonable endeavours to maintain full system availability, except during scheduled maintenance periods.

User ID and PIN

You undertake to ensure that your user ID and PIN are not disclosed to any third party and to immediately report any actual or potential unauthorised access to or use of your user ID and/or PIN. On receipt of such communication, ESCAPE reserves the right to reject any communications received from you, suspend the processing of any communications and instructions not yet executed by ESCAPE and immediately deactivate your user ID and/or PIN. You shall thereafter be obliged to refrain from using the services until such time as a new user ID and/or PIN has been issued to you by ESCAPE. ESCAPE may from time to time require you to change your user ID and/or PIN and you undertake to comply with such instruction immediately. You further acknowledge and agree that insofar as an unauthorised third party is able to access your user ID and/or PIN, this could result in fraudulent transactions taking place, without your consent.

Relationship between Buyers and Suppliers

ESCAPE simply facilitates registration of suppliers on buyers’ supplier databases and ESCAPE is not a party to such transactions or any agreements between buyers and suppliers. Each supplier will have different terms of supply ("supplier terms") which may include delivery times, delivery charges and other terms and conditions regulating the relationship between the buyer and the supplier.

ESCAPE does not make any purchases on behalf of any user of the website, nor does ESCAPE become involved in dealings between buyers and suppliers or any disputes arising from use of the website except in our limited role as the facilitator of website as set out in these terms.

Your correspondence and dealings with other users of this site are solely between you and such user. We are not responsible or liable for any loss or damage of whatever nature which may be suffered by you as a result of such dealings.

Verification

You acknowledge and agree that ESCAPE will use its reasonable endeavours to establish the authenticity of any communication transmitted to it by way of the internet which purport to emanate from you. You agree that all instructions, consents, commitments, orders and any other communications which purport to emanate from you and which are sent to ESCAPE by way of the internet and which may (as a result of interception, equipment malfunction, the distortion of communication links or any other reason whatsoever) be different from the instructions actually sent or given, or may not have been given by you at all, shall be deemed to have been given by you in the form actually received by ESCAPE and you will be bound by such instruction with no liability of whatever nature attaching to ESCAPE in regard thereto.

You waive any rights you may have or obtain against ESCAPE arising directly or indirectly from any loss or damage of whatsoever nature which you may suffer as a result of the fact that ESCAPE acts on your instructions/orders or instructions/orders purported to emanate from you. You agree to and hereby indemnify ESCAPE against all and any claims, liabilities, losses, costs, fines, damages and expenses incurred (whether directly or indirectly) by you, arising as a result of the fact that ESCAPE has acted on your instructions/orders or instructions/orders which purport to emanate from you.

Conduct

You may not purchase or sell goods or services on the website which are prohibited from being purchased or possessed by any applicable law or in circumstances where the rights of any third party may be infringed. You alone are responsible for ensuring that you comply with all applicable laws.

You may not interfere with the operation of the user interface, website or the service, including by using any software, routine or device that will or may interfere with the service, such as viruses, Trojan horses, worms, time bombs, or cancelbots. You shall not intercept any data or personal information transmitted on or via the website.

You are responsible for ensuring that all information provided to us in your application form is accurate and current at all times. We will at all times be entitled to call upon you to provide all information which we reasonably require to verify your compliance with these terms.

Termination

You agree that ESCAPE may terminate your registration (or any part thereof) or use of the service and access to the website -

1. Without notice if we are of the opinion that your conduct may prejudice the goodwill and reputation of ESCAPE;
2. Without notice if the termination of the service and/or access to website is for reasons beyond our control;
3. Upon sixty days written notice if termination is due to any reason other than those set out in i and ii, above.

Your license to use the user interface to access the website will immediately terminate if your registration or right to use the service is terminated for any reason.

Fees

Suppliers are not required to pay any fees for use of the website to register on a supplier database or for being registered on a supplier database.

Submissions to the Website

By accessing the website, you hereby grant ESCAPE a nonexclusive, worldwide, royalty-free license to link to, utilise, use, copy, exploit, and/or prepare derivative works of any information submitted by you to the website.

ESCAPE is not responsible for any material submitted to the website and/or any public areas of the website by you (which include bulletin boards, chat rooms, or any other public area found on the website). Any material (whether submitted by you or any other user) is not endorsed, reviewed or approved by ESCAPE. ESCAPE reserves the right to remove any material submitted or posted by you to the website and in the public areas, without notice to you, if it becomes aware and determines, in its sole and absolute discretion that you are or there is the likelihood that you may -

1. defame, abuse, harass, stalk, threaten or otherwise violate the rights of other users or any third parties;
2. publish, post, distribute or disseminate any defamatory, obscene, indecent or unlawful material or information;
3. upload files that contain viruses, corrupted files or any other similar software or programmes that may damage the operation of ESCAPE's and/or a third party's computer system and/or network;
4. violate any copyright, trademark, other applicable South African or international laws or intellectual property rights of ESCAPE or any other third party;
5. submit content containing marketing or promotional material which is intended to solicit business;
6. Upload, post or in any other way transmit information which you are not authorised to transmit.

You further agree not to use the website to send or post any message or material that is unlawful, harassing, defamatory, abusive, indecent, threatening, harmful, vulgar, obscene, sexually orientated, racially offensive, profane, pornographic or violates any applicable law and you hereby indemnify ESCAPE against any loss, liability, damage or expense of whatever nature which ESCAPE or any third party may suffer which is caused by or attributable to, whether directly or indirectly, your use of the website to send or post any message or material as aforesaid.

Acceptance

These conditions become effective when you access the site for the first time and constitute a binding agreement between ESCAPE and yourself, which will always prevail. The current version of these conditions will govern our respective rights and obligations each time you access this site.

Online services

Our online products and services (online services) are subject to registration procedures and approvals, which we may accept or reject at our sole and absolute discretion.

These online services are governed by separate terms and conditions (service terms) that are available on the relevant sections of this site where the online services are provided. In the event of conflict between these conditions and the service terms, the provisions of the service terms will apply.

Nature of information on the site

All information on this site is only intended to provide you with general information about us and our supplier database, and a facility to register on the supplier database. Nothing on this site should be treated as an offer but merely as an invitation to do business with us.

Your privacy and security

Our commitment to your privacy and the security of your personal information is outlined in our privacy and security statement.

Amendments to these conditions

We may amend these conditions from time to time. By accessing this site you are bound to the version of the conditions published here at the time of any visit to this site. You agree to view the current version each time you access the site.

A certificate signed by the administrator responsible for maintaining this site will be prima facie proof of the date of publication and content of the current version and all previous versions of the conditions.

Linked third party sites

This site may contain links to other websites with information and material produced by other parties. While we try to provide links only to reputable websites, we cannot accept responsibility or liability for the information provided on other websites. A link from our site to any other website does not mean that we have scrutinised or endorsed the owners or administrators of the websites or their business or security practices and operations.

Permission for hyperlinks, deep linking, crawlers and metatags

Nobody may establish a hyperlink, frame, metatag or similar reference, whether electronically or otherwise (collectively referred to as linking), to this site or any subsidiary pages before receiving our prior written approval, which may be withheld or granted subject to the conditions we specify from time to time.

An application for linking must be submitted to us in writing. Once received we will do our best to respond and enter into further discussions with you. If you do not get a written response from us within seven business days, consider your request as having been rejected.

Breach of these conditions entitles us to take legal action without prior notice to you and you agree to reimburse the costs associated with such legal action to us on an attorney and own client scale.

Our intellectual property

We retain all copyright and other intellectual property rights in all material, including logos and other graphics and multimedia works published on or via the site. You are authorised to view and download one copy to a local hard drive or disk, print and make copies of such printouts, provided that:

• the material is used for considering use of the supplier database and for no other commercial purposes;
• any reproduction of our proprietary material from this site or portion of it must include our copyright notice in its entirety.

The logos and trademarks shown on this site are our registered and unregistered trademarks or that of third parties. Nothing on this site should be construed as granting any licence or right to use any trademark without our prior written permission and/or that of third parties, as the case may be. You may not, without our prior written permission, use our intellectual property or that of third parties for any other purposes. An application to use our intellectual property must be submitted to us in writing. Upon receiving your application we will do our best to respond and enter into further discussions with you. If you do not get a written response from us within seven business days, consider your request as having been rejected.

Irrespective of the existence of copyright, you acknowledge that we are the proprietor of all material on the site, whether it constitutes confidential information or not, and that you have no right, title or interest in any such material.

Software

You are required to use and maintain hardware and software of sufficient quality and performance capability and to use only the latest versions of Microsoft Internet Explorer and Netscape browsers. Your failure to use these browsers may result in a higher security risk and/or cause some or all of the functionality of the site not to operate properly or at all.

Software, if any, made available for download on or via our site is governed by licence conditions that establish a legal relationship with the licensor. You indemnify us against any breach of these licence conditions. We give no warranty and make no representation, whether express or implied, as to the quality or fitness for purpose of the use of such software.

No warranty, whether express or implied, is given that any files, downloads or applications available via this site are free of viruses, trojans, bombs, time-locks or any other data or code which has the ability to corrupt or affect the operation of your computer, database, network or other information system.

Transmission of information

Information transmitted via an unsecured link over the internet, including email, is susceptible to potential unlawful access, distortion or monitoring. The measures we have taken to limit these risks are outlined in our privacy and security statement. As we do not have the ability to prevent unlawful activities by unscrupulous persons, you accept that we cannot be held liable for any loss, harm or damage suffered by you as a result. To limit these risks, we may request independent verification of any information transmitted by you via the site or email from time to time.

Termination, suspension and limitation

We may modify, suspend or discontinue the site, whether temporarily or permanently, without notice. We may also impose limits or conditions on the right to certain services, features or functions and we may restrict access to parts of or all of the services on the site.

No warranties or representations

We do not warrant that the site or online services will be error-free or will meet any particular criteria of accuracy, completeness or reliability of information, performance or quality.

We expressly disclaim all implied warranties, including, without limitation, warranties of merchantability, title, fitness for a particular purpose, year 2000-compliance, non-infringement, compatibility, security and accuracy.

Disclaimer and limitation of liability

Although we have taken care to ensure that the content on this site is accurate and that you suffer no loss or damage as a result of your use of this site, this site and the online services are provided "as is".

Use of this site and the online services is entirely at your own risk. You assume full responsibility for the risk or loss resulting from your use of this site and your reliance on the material and information contained on it.

We and our affiliates, shareholders, agents, consultants or employees are not liable for any damages whatsoever relating to your use of this site or the online services or the information contained on this site or your inability to use this site or the online services. This includes, without limitation, any direct, indirect, special, incidental, and consequential or punitive damages, whether arising out of contract, statute, and delict or otherwise and regardless of whether we were expressly advised of the possibility of such loss or damage.

Without derogating from the generality of the above, we will not be liable for:

• Any interruption, malfunction, downtime or other failure of the site or online services, our system, databases or any of its components, for whatever reason;
• Any loss or damage arising from your orders, investment decisions, purchases or disposal of goods and services, including financial instrument(s) or currency, from third parties, based on the information provided on this site;
• Any loss or damage with regard to customer data or other data directly or indirectly caused by malfunction of our system, third party systems, power failures, unlawful access to or theft of data, computer viruses or destructive code on our system or third party systems; programming defects; negligence on our part or caused by the year 2000 computer problem;
• Any interruption, malfunction, downtime or other failure of goods or services provided by third parties, including, without limitation, third party systems such as the public switched telecommunication service providers (currently Telkom), internet service providers, electricity suppliers (currently Eskom), local authorities and certification authorities;
• Any event over which we have no direct control.

How disputes will be resolved

Subject to the relevant service terms, all disputes arising as a result of your use of the site or on the interpretation of these conditions or on any matter which in terms of the conditions requires agreement by the parties, (other than where an interdict is sought or urgent relief may be obtained from a court of competent jurisdiction), will be submitted to and decided by arbitration.

That arbitration will be held with only the parties and their representatives present at the offices of the Arbitration Foundation of Southern Africa, Sandton, Gauteng, South Africa. The arbitration will be governed by the rules of the Arbitration Foundation in terms of South African law and will be heard by an arbitrator or arbitrators appointed by the foundation.

Either party will be entitled to have the award made an order of court of competent jurisdiction. The parties will keep the evidence in the arbitration proceedings and any order made by any arbitrator confidential unless otherwise contemplated. The arbitrator will have the power to give default judgment if any party fails to make submissions on due date and/or fails to appear at the arbitration.

Capacity to enter into agreements

You hereby warrant to us that you have the required legal capacity to enter into and be bound by contractual terms. Minors must be assisted by their legal guardians when reading these conditions. If you are unsure whether you have the legal capacity to enter into agreements, contact someone able to provide you with this information before you continue using this site.

Certificate

A certificate signed by us will constitute prima facie proof of the operation or functionality of the online services or any part thereof and the contents of any information displayed on the site on a given date.

Our address for notices and service of legal process

Our chosen address for any legal notice is:
Electronic Supply Chain and Procurement Enterprise
1st Floor, West Wing, Oakhurst Park
11-13 St. Andrews Road
Parktown

The law governing our relationship

The conditions will be governed and construed in accordance with the law of the Republic of South Africa without reference to any conflict of law provisions.

General provisions

The headings of the clauses in the conditions are provided for convenience and ease of reference only and will not be used to interpret, modify or amplify the terms of the conditions.

Where any dates or times need to be calculated in terms of the conditions, the international standard time: GMT plus two hours shall be used.

No failure or delay by us to exercise any of our rights will be construed as a waiver of any such right, whether this is done expressly or implied, nor will it affect the validity of any part these conditions or prejudice our right to take subsequent action against you.

If any of these terms, conditions or provisions are held to be invalid, unlawful or unenforceable; the term, condition or provision will be deleted from the remaining terms, conditions and provisions which will continue to be valid to the full extent permitted by law.