Terms and Conditions For

Loadit

Customers

1. Introduction

2. If you need to move Goods and need someone to move it, Loadit is the app for you. It operates as a platform to connect you to a driver and his vehicle in a similar way that e-hailing platforms link passengers to drivers and their cars.

3. You will be accessing the Platform via the Site.

4. This Agreement sets out the terms and conditions for the use of the Platform.

5. Definitions

6. "Acceptance Date" means the date of your acceptance of these Terms of Use by registering to use and continuing to use the Platform or, if you are a business, by your users registering to use the Platform on your behalf and continuing to use it on your behalf;

7. "Agreement" and "Terms of Use" means these Terms of Use as updated and published on the Site as part of the logon procedures or otherwise and which may be amended from time to time within our sole and absolute discretion. If you are a business and your users access the Platform on your behalf, you confirm that they are duly authorised by you to agree to such updated Terms of Use whenever they log onto the Platform. If you do not agree with the updated Terms of Use, you should discontinue your use of the Platform;

8. "Business Day" means any day other than a Saturday, Sunday or Public Holiday in South Africa;

9. "Cancellation Fee" means the cancellation fee specified on our cost estimate provided by us to you in respect of that trip;

10. "Commencement Date" means the earlier of the date on which you accept the Terms of Use, or you start accessing and using the Platform;

11. "Encumbrance" or "Encumber" means any:

12. mortgage, pledge, lien, deed of cession in security, assignment in the nature of security, hypothecation, set-off arrangement, security interest or any other agreement or arrangement having the effect or intention of conferring security;

13. arrangement under which money or claims to or the benefit of a bank or other account may be applied, set off or made subject to a combination of accounts to effect discharge of any sum owed or payable to any person; and/or

14. other type of preferential agreement or arrangement (including any title transfer and retention arrangement) the effect whereof is the creation of security;

15. "Force Majeure" shall include wars, riots, civil commotion, natural physical disasters, strikes or industrial action, any action by government or a public authority and all other circumstances beyond our and the driver's reasonable control;

16. "Goods" means goods that you wish to transport using the Platform subject to the restrictions, if any, specified on the Platform from time to time;

17. "Platform" means the Loadit platform, which includes access to the Site via the internet and the App, together with all updates and upgrades thereto as well as all accompanying documentation and the technical support services;

18. "Operator" has the meaning given in section 1 of POPIA;

19. "Parties" refers collectively to you and us, and "Party" refers to either of you or us;

20. "POD" means proof of delivery and includes a delivery note;

21. "POPIA" means the Protection of Personal Information Act 4 of 2013;

22. "Personal Information" has the meaning given in section 1 of POPIA;

23. "Process" has the meaning given in section 1 of POPIA;

24. "Public Holiday" has the meaning given in section 1 of the Public Holidays Act 36 of 1994;

25. "Site" means the website from which the Platform is launched, namely https://loadit.africa/;

26. "South Africa" means the Republic of South Africa;

27. "Tax Invoice" has the meaning given in section 1 of the VAT Act;

28. "Term" means the duration of this Agreement which shall be determined from the Commencement Date until the Termination Date;

29. "Termination Date" means the date of termination of this Agreement for any reason;

30. "Territory" means the Gauteng and Western Cape provinces, South Africa or such other area as updated on the Site from time to time;

31. "Users" mean your employees who are nominated by you in writing as being the authorised users of the Software. "Users" may include one or more "super users" who shall be system administrators;

32. "We, Us" means Loadit App Proprietary Limited (registration number 2017/250505/07), a private company incorporated and registered in accordance with the laws of South Africa;

33. "You" means you or your business that has contracted with us to use the Platform by registering and accepting the Terms of Use; and

34. "VAT Act" means the Value-Added Tax Act 89 of 1991.

35. Interpretation

    In the interpretation of this Agreement:

36. clause headings are for convenience and reference purposes only and shall not be used in the interpretation, modification, or amplification of any of the provisions of this Agreement;

37. a reference to:

38. a "day" shall be to a calendar day, a "week" shall be to a calendar week calculated from the Monday of each week, a "month" shall be to a calendar month, and "year" shall be to a calendar year;

39. a Party, shall include that Party's successors-in-title including that Party's executors, administrators, trustees, liquidators, and assigns;

40. any gender shall include the other genders;

41. the singular shall include the plural and vice versa;

42. a natural person shall include a juristic person;

43. a regulatory enactment shall include that enactment as at the Acceptance Date and as amended or re-enacted from time to time;

44. a consecutive series of two or more clauses shall include the first and the last clause as well as all clauses between the first clause and the last clause;

45. "reasonable endeavours" shall mean doing what is reasonable under the circumstances and includes determining what a reasonable person in the same position as that Party would have done given the same circumstances, and does not require pursuing all possible courses of action;

46. "best endeavours" shall mean a more onerous obligation than reasonable endeavours and doing everything possible in the circumstances to ensure that the obligation is successfully met, but not to the point of the financial ruin; and

47. where any term is defined in a clause and not specifically in ‎2, it shall bear the meaning assigned to that term in that clause;

48. if any provision in ‎2 is a substantive provision setting out the rights and obligations of the Parties, that provision will have the same effect as if included elsewhere in this Agreement and not only in ‎2;

49. upper case words have the meaning defined in this Agreement, whilst lower case words have their plain English meaning;

50. "including" (or a similar term) followed by specific examples shall not be limited by the general wording preceding that term;

51. where a Party is required to perform any act in writing, it will be sufficient for that party to send an e-mail, unless a provision of this Agreement specifically prohibits the use of e-mail;

52. if any conflict arises between any provision in the body of this Agreement and any appendix, the provisions in the body of this Agreement shall prevail;

53. where the day on or by which anything to be done is not a Business Day, it shall be done on the first succeeding Business Day;

54. where any number of days is prescribed in this Agreement, the first day shall be excluded and the last day shall be included;

55. this Agreement shall bind the successors-in-title of the Parties as if such parties had signed this Agreement;

56. no provision of this Agreement shall constitute a stipulation for the benefit of any person (stipulatio alteri) who is not a Party, unless the contrary is provided for in this Agreement; and

57. the termination of this Agreement shall not affect those provisions which either expressly provide that they will operate after such termination or which, of necessity, must continue to have effect after such termination, even if those clauses do not expressly provide for such survival.

58. Term and termination

59. This Agreement commences on the Commencement Date and shall remain in force indefinitely, provided that you shall be entitled to terminate this Agreement by you or your discontinuing use of the Platform.

60. This Agreement, and, accordingly, your right to access the Platform will be suspended if:

61. we need to suspend you or your users' access to the Platform to prevent damage to or degradation of our network integrity;

62. you and/or your users breach any of the provisions of this Agreement; it being agreed that a breach of any of the provisions of this Agreement by your users constitutes a breach of this Agreement by you;

63. you or your users' continued access to and use of the Platform will result in an infringement of our intellectual property rights or those of any third party;

64. you or your users' continued use of and access to the Platform violates any applicable laws including in relation to data protection, confidentiality and/or privacy.

65. The provisions of ‎1, ‎2, ‎3, ‎4, ‎5.10, ‎13, ‎14, ‎15, ‎17, ‎18, and ‎19 shall survive the termination of this Agreement for whatever reason.

66. Use of the Platform

67. By using the Platform, you agree that we will not be rendering transport services to you. Instead, our sole role will be to connect you to an available driver and his vehicle.

68. You will be requested to specify the type of vehicle you require for the transport of your Goods and will be provided with a price for transporting your load. By accepting the price, you and the driver will have concluded a contract with each other via the Platform.

69. You will be making your load available for collection from specified collection points on a specific date and will request delivery of that load to a specific delivery point on a specified date and will be provided with a cost estimate for that load.

70. We have a process for onboarding drivers and their vehicles onto our Platform which includes confirmation of a valid driver's license, a valid professional driving permit (if required), a vetting process that includes a criminal background check that is conducted at the time that a driver is onboarded onto our Platform. HOWEVER, WE DO NOT WARRANT THAT ALL OF THESE REQUIREMENTS ARE IN PLACE ALL OF THE TIME. IF YOU ARE UNCERTAIN OR UNSURE ABOUT THE DRIVER OR HIS VEHICLE'S COMPLIANCE WITH APPLICABLE LAWS, YOU ARE REQUESTED TO IMMEDIATELY CONTACT OUR CONTACT CENTRE.

71. Drivers who are registered on our Platform will then be able to select your load for delivery. Once your load has been accepted, the quotation will be updated to provide you with a price for transporting the load.

72. You will be responsible for communicating all requirements (security or otherwise) to enable the driver and his vehicle to access the collection point and the delivery point. This will include specifying if the driver (and his assistants if you have chosen to specify assistants) have proof of identity for access control purposes.

73. The driver will arrive with the vehicle, helpers (if specified), chocks (if applicable), straps and tarpaulins (if the vehicle is an open vehicle) and blankets for furniture related moves) at the collection point on the collection date. If the driver arrives and determines that the vehicle and equipment type is not appropriate for the load, he shall call our contact centre to confirm further instructions. We will then contact you and advise you of any further requirements, we will arrange with you as to how best to transport your goods providing you with a quotation for any additional work required. If you choose to not accept the quotation for additional work, you shall be entitled to cancel the trip and shall be charged a Cancellation Fee.

74. The driver and the vehicle shall arrive on the collection date and time. Traffic is such that significant delays may occur due to circumstances beyond the reasonable control of the driver. Such circumstances shall constitute Force Majeure. If you are concerned about the driver reaching you on time, you should contact the driver on the mobile number provided and, if you are unable to reach him, our contact centre who will contact the driver to ascertain the estimated time of arrival.

75. You or the driver and his crew may load the vehicle depending on the type of Goods involved. Although the driver will direct the loading of the vehicle with the aim of ensuring that the weight of the load is balanced to meet the legal requirements associated with gross vehicle mass and axle mass, the driver is not aware of the weight of the Goods and accordingly any fines levied by the road traffic authorities in terms of any overloading as well as any losses or damages sustained by any third parties as a result of such overloading, shall be your sole responsibility. You will not be entitled to direct the vehicle as to the placement of the load on the vehicle. If you seek to do so, the driver is instructed to contact our contact centre and await instructions. Our contact centre will then contact you directly and explain the challenges associated with your proposed placement of the Goods on the vehicle and will give an instruction to the driver. This may include an instruction to offload your Goods; in which event the trip will be cancelled, and you will be liable to make payment of the Cancellation Fee.

76. YOU BEAR ALL RISK ASSOCIATED WITH YOUR GOODS BEING LOADED ONTO THE DRIVER'S VEHICLE, IN TRANSIT, AND UNTIL THE POINT AT WHICH THEY HAVE BEEN OFFLOADED FROM THE VEHICLE AT THE DELIVERY POINT, AND THE POD HAS BEEN SIGNED BY EITHER YOU OR A THIRD PARTY AT THE DELIVERY POINT. YOU WILL HAVE NO CLAIM IN THIS REGARD EITHER AGAINST US OR THE DRIVER. FOR THIS REASON, IT IS RECOMMENDED THAT YOU NOTIFY YOUR INSURERS THAT YOUR GOODS ARE IN TRANSIT OR THAT YOU TAKE OUT APPROPRIATE INSURANCE TO PROVIDE YOU WITH COVER IN THE EVENT OF THE LOSS OR DAMAGE TO YOUR GOODS.

77. Payment

78. If you are an existing customer with an account with us, you will receive a Tax Invoice from us and will be required to make payment of that Tax Invoice in accordance with the credit terms we have agreed with you.

79. If you are not an existing customer with an account and:

80. you are paying using a bank card, your card will be debited when the driver arrives at the first collection point; or

81. you are paying cash you will be required to make payment to the driver in full before the driver leaves the last delivery point.

82. Right to access the Platform

83. We grant you the right to access and use the Platform together with any documentation provided by us and grant you and your users a limited, revocable, non-exclusive, non-transferable and non-sublicensable right to access and use the Platform via the internet during the Term, subject to ‎4.1.

84. In accessing the Platform via the internet, you will be responsible for obtaining and maintaining all network, computer hardware, and other equipment needed to access the Platform including all charges relating to such access and use. In this regard:

85. you will ensure that your equipment is procured by you at your cost and that it is operating and is being maintained in good working order;

86. you will be solely responsible for the back-up, recovery, and re-boot services for your equipment;

87. you will be responsible for ensuring that the equipment and operating system software that you use on your equipment is compatible with the Platform;

88. you will maintain the integrity and security of your equipment, your account, and your data; and

89. you will ensure that your internet connectivity has the requisite bandwidth and that you maintain the minimum bandwidth required to access the Platform. You will be responsible for procuring additional equipment and/or bandwidth to ensure and maintain the minimum bandwidth at your sole cost and expense.

90. You will not be entitled to download any of the software that forms part of the Platform, save insofar as your users download the App onto their mobile devices. You will also not be entitled to make copies of any of the software that underpins the Platform.

91. Nothing in this Agreement shall be interpreted as us disposing of the Platform or any component thereof to you or transferring in any other manner any of the intellectual property rights or other proprietary rights in the Platform to you including in respect of the underlying technology, know-how, architecture, format, structure, sequence, organisation, processes, dashboards, technical data, operational data, metadata, functions, algorithms, improvements, enhancements, modifications or derivative works.

92. We have the right, in our sole and absolute discretion, to make changes to the Platform and to update functionality from time to time including by installing updates, bug fixes, upgrades, and error corrections from time to time.

93. Login credentials

94. To access and use the Platform, you will create a profile and, if you are a business, we will link your users who register to use the Platform to your account. All activities, use and transmissions shall be via user accounts. YOU WARRANT THAT YOU WILL PROVIDE ACCURATE AND CORRECT DETAILS WHEN CREATING A PROFILE OR A USER ACCOUNT FOR EACH OF YOUR USERS, IF YOU OPERATE A BUSINESS INCLUDING ANY CREDIT CARD, BANKING OR OTHER DETAILS.

95. If you are a business, by allowing us to link those users to your account, you confirm that the users have been authorised by you to login to the Site, to access and use the Platform and in accessing and using the Platform, the user is always acting on your behalf.

96. In allowing your users to access and use the Platform, such access and use is subject to the provisions of this Agreement and any additional online terms of use as updated by us from time to time (whether or not they are acting within the course and scope of their employment with you at the time of such access or use).

97. You will therefore be responsible for all of the conduct of a user linked to your profile whilst such user is accessing or using the Platform and you shall accordingly maintain, administer, and safeguard the security and confidentiality of all login credentials issued to you and/or your users by us including account details, usernames, and passwords.

98. You will be solely responsible for ensuring and maintaining the integrity and security (whether physical, electronic or otherwise) of your equipment to ensure that no third party has unauthorised access to your account and/or any of the login credentials of your Users. You remain accountable for all access and use of the Platform even if a third party does so either with or without your permission. You will ensure that prior to third party consultants or subcontractors accessing and using the Platform, unique login credentials are assigned to them. No third party shall be entitled to access and use the Platform using another authorised user's login credentials.

99. You consent to the maintenance and use of systems and procedures embedded into the Platform that allow us to track, document, and monitor your use of the Platform including providing information and attestation to the use of the Platform to verify your compliance with this Agreement.

100. You will notify us in writing as soon as you become aware of the unauthorised use or access of your profile or that of any of your users and/or your account. In addition, you will notify us in writing of any other known or suspected breach of security of which you are aware.

101. In accessing the Platform, you and/or your users shall ensure that no objectionable content (including any content that is illegal, misleading, defamatory, indecent, obscene, in poor taste, threatening, infringing any third party intellectual property rights, invading personal privacy, is contrary to any applicable data protection laws or is otherwise objectionable (as determined within our sole and absolute discretion)) is uploaded by you and/or your users onto the Site. We reserve the right to remove any objectionable content within our discretion.

102. When accessing and using the Platform, you shall ensure that you and your users comply with all applicable laws and the provisions of this Agreement.

103. Any failure by you or your users to comply with ‎8.8 and ‎8.9 shall constitute a material breach of this Agreement.

104. Without limiting our rights in terms of ‎8.10, we reserve the right to refuse the registration of login credentials or to cancel login credentials if you or a user linked to your account breaches any of the provisions of this Agreement.

105. We reserve the right to cancel login credentials that have been inactive for more than 6 months.

106. Prohibited conduct

107. In granting you and your users a right to access the Platform, you shall ensure that neither you nor any of your users (whether acting in the course and scope of their employment or not):

108. reverse engineer, decompile, disassemble, or use any similar means to discover the source code or the underlying structures of the software underpinning the Platform or attempt to do so;

109. recreate, copy, reproduce, modify, manufacture, adapt or reformat any features, functions, or graphics of the Platform or create any derivative works from the Platform;

110. translate the whole or part of the Platform into another language;

111. use any of our intellectual property rights to create other software or software that is similar to the Platform;

112. circumvent or attempt to circumvent, bypass, delete or remove any form of security or protection, control, functional or technical restrictions or limitations that has been put in place to control access to the Platform or enable functionality disallowed by us;

113. disrupt or cause harm to our computers, systems, or infrastructure or that of any third party (including by spamming);

114. monitor, crawl, store, transmit malicious code, malware, viruses, worms, time bombs, spyware, adware, bots and Trojan horses;

115. interfere with anyone accessing and using the Platform;

116. Encumber, transfer, rent, lend, or license the Platform to a third party or timeshare the Platform to any third party;

117. sublicense, distribute, publish, display, post, transmit, telecommunicate, host, frame, sell, resell, reproduce, assign, transfer or in any way commercially exploit the Platform or any of our intellectual property rights or render a service to a third party using the Platform without our prior written consent which may be withheld in our sole discretion;

118. use the Platform as part of a service bureau offering to third parties;

119. permit any third party to directly or indirectly gain or attempt to gain unauthorised access or intercept, interfere with, expropriate, or otherwise do harm to any account, workspace, software, data, files, computer systems or environments accessible via the Platform;

120. access or make available the Platform other than for your own or your internal business purposes including acting as a service provider to third parties or provided a managed or network provisioned service;

121. distribute, manufacture, adapt or create derivative works from the Platform or otherwise modify the Platform;

122. remove, alter, or render illegible our logo, trademark, copyright notice or other proprietary notices or labels from the Platform and/or the software underpinning the Platform;

123. challenge (or assist others to challenge) our marks or the registration thereof nor will you attempt to register trademarks, marks, or names confusingly similar to our marks;

124. access or use the Platform or any of the documentation provided by us to conduct a competitive or comparative analysis of the Platform or benchmark the Platform or to develop, provision or use a competing service or any other purpose prejudicial to our interests including building a competing product or service or copying any ideas, features, functions, or graphics of the Platform;

125. file or seek intellectual property right protection in respect of the Platform or any component thereof anywhere in the world;

126. interface, link, or combine the Platform with any open-source software which will have the effect of rendering the Platform or any component thereof subject to Encumbrance by the terms and conditions of an open-source license;

127. perform any security testing that attacks or disrupts the Platform;

128. combine or integrate the Platform with any other software or hardware or web-based services or technology (except if this has been authorised in writing in advance by us). If we grant this approval, you agree that you have chosen to install and use third-party software not forming part of the Platform or used in connection with the Platform selected by you. If the use of third-party software in conjunction with the Platform and this results in the infringement of our intellectual property rights or those of any third party, you indemnify and hold us harmless from any losses or damages sustained by us as a result thereof;

129. frame or mirror any content forming part of the Platform; nor

130. allow any third party to do anything which is prohibited in this ‎9.1.

131. Although we are not obliged to monitor content, we may do so in our discretion from time to time and may remove objectionable content.

132. Should you and/or any of your users do anything that is prohibited by ‎9.1 (without limiting any of our rights in terms of ‎9.2), we shall, in our sole and absolute discretion, be entitled to refuse the registration of login credentials for a defaulting user or cancel such login credentials with immediate effect and we shall not be deemed to have repudiated this Agreement by doing so.

133. Updates and upgrades

134. We may upgrade and update the Platform from time to time within our sole discretion including by means of bug fixes, upgrades, and new releases. You shall remain responsible for ensuring that you are using the latest, updated version of the Platform from time to time and if the Platform is not available due to your not uploading the latest version of the Platform (including the latest version of the App), we will not be liable.

135. We reserve the right to elect whether to provide any release or upgrade to the Platform or whether to create a separate module or future services that we may or may not choose to license separately.

136. We may modify, update, or discontinue the Platform which modifications, updates, or discontinuations may be detrimental to you or result in a diminishment of value. We shall not be liable to you for such modifications, updates, or discontinuations but shall use reasonable commercial endeavours to notify you of such modification, update or discontinuation.

137. Downtime

138. We do not warrant that you will be able to access the Platform on an uninterrupted basis.

139. We may be prevented, from time to time, from providing you with access to the Platform due to circumstances beyond our reasonable control. Those circumstances shall constitute acceptable downtime, and we shall take all reasonable precautions to prevent such circumstances from occurring.

140. The Platform may be temporarily unavailable due to scheduled maintenance and/or emergency unscheduled maintenance from time to time or due to circumstances beyond our reasonable control. We will use reasonable commercial efforts to advise you in advance of any scheduled downtime.

141. You agree that downtime occasioned by the circumstances contemplated in ‎11.1, ‎11.2, and ‎11.3 shall be permissible and shall not constitute a breach of any of the provisions of this Agreement.

142. Warranties

143. We provide access to the Platform to you and your users on an "as is" and "as available" basis and warrant only that the Platform will substantially conform with any documentation supplied by us and is free of material defects. If the Platform does not substantially conform with the documentation supplied by us, your sole remedy shall be for us to modify the Platform to ensure substantial conformance with the documentation supplied by us to you.

144. Accordingly, we do not warrant:

145. the uninterrupted nature of access to the Platform;

146. that the Platform will be error-free, subject to the provisions of ‎12.1;

147. that any results will be obtained from the use of the Platform;

148. that the Platform will meet your requirements and that it is fit for the purpose for which you have accessed the Platform; nor

149. that the results produced by the Platform will be correct, accurate or reliable.

150. Save for the warranties provided in ‎12.1 and ‎19.1, we provide you with no further warranties whether express or implied and then, to the extent implied, only insofar as are specifically provided for in this Agreement.

151. You remain solely responsible for evaluating the Platform and ascertaining whether the data generated by the Platform is accurate or sufficient for your purposes.

152. The Platform is proprietary to us and no third party has made any claim alleging that the Platform infringes its intellectual property rights. To the extent that a third party makes any claim that the Platform somehow infringes its intellectual property rights, you are obliged to immediately notify us of such claims in writing by addressing an email to help@loadit.africa within 72 hours of receipt of such claim.

153. Without limiting the generality of ‎12.1, we are not responsible for the other software (including operating system software) installed by you on your equipment nor are we responsible for the operation or performance of the internet.

154. Limitation of liability

155. We agree to indemnify you from any third-party allegations that the Platform infringes such third party's intellectual property rights on the basis outlined in this ‎13.

156. You undertake to notify us promptly of any such claim and provide us with reasonable assistance in the defence and settlement of any claim on the basis contemplated in ‎12.5.

157. We will assume sole control of the defence and settlement of such claim.

158. You are not authorised to make any representations and/or statements to any third party.

159. Subject to compliance by you with the provision of this ‎13, your sole remedy shall be for us to place you in the same position you would have been in had such third party not asserted infringement of its intellectual property rights.

160. We shall not be responsible for any losses or damages (howsoever sustained) by you, your customers, your employees or any other third party associated with the use and access by you and/or your users of the Platform and by using the Platform, you irrevocably and unconditionally release us from all such liability including in relation to any indirect or consequential losses or damages.

161. OTHER THAN AS SPECIFIED IN THIS ‎13 AND ‎15, WE SHALL NOT BE LIABLE TO YOU FOR ANY LOSSES OR DAMAGES SUSTAINED BY YOU BY VIRTUE OF YOUR USE OF THE PLATFORM AND THE CONCLUSION OF ANY AGREEMENT WITH ANY DRIVER WHETHER SUCH LIABILITY ARISES IN CONTRACT, DELICT, ON A STRICT LIABILITY BASIS OR OTHERWISE. IN CIRCUMSTANCES CONTEMPLATED IN ‎15, WE SHALL SOLELY BE LIABLE TO YOU FOR LOSSES OR DAMAGES ARISING DIRECTLY AS A RESULT OF OUR BREACH OF OUR OBLIGATIONS IN TERMS OF POPIA AND SHALL NOT BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHETHER ARISING IN CONTRACT, DELICT, ON A STRICT LIABILITY BASIS OR OTHERWISE.

162. Transfer of rights

163. You shall not be entitled to cede your rights, delegate your obligations, or assign your rights and obligations in terms of this Agreement to any third party without our prior written consent, which we shall be entitled to withhold in its sole discretion.

164. We shall be entitled to cede our rights, delegate our obligations, or assign our rights and obligations in terms of this Agreement to any third party without your prior written consent provided that we shall notify you in writing, whether in terms of a general notice or specific correspondence addressed to you, within a reasonable time of such cession, delegation, or assignment, as the case may be.

165. Data Processing

166. "Transaction data" means all raw data that is inputted by you and/or your users and constitutes data pertaining to any transaction Processed by the Platform.

167. You will retain all proprietary rights in and to the Transaction Data and will be entitled to obtain a data file of all historical Transaction Data from us for a period of 3 months after the date of any transaction ("Access Period") by requesting this from help@loadit.africa.

168. We reserve the right to compile and analyse the Transaction Data to prepare reports, studies, analyses, and other work product which we undertake to do solely on a de-identified and anonymous basis. This data shall constitute "Compiled Data" and we shall retain all proprietary rights in and to such Compiled Data. We may use the Compiled Data for any purpose including for marketing and advertising purposes and for the promotion of other networking opportunities to third parties including other end users or prospective end users. We will not distribute the Compiled Data in a manner which identifies such data as belonging to you without your prior written consent, which you shall not unreasonably withhold or delay.

169. Your Personal Information and that of your customers, employees, or any third parties whose data is inputted by you, or your users, will be Processed via the Platform as part of its normal operations during the Term ("Customer Material").

170. YOU ARE RESPONSIBLE FOR THE CUSTOMER MATERIAL AND, ASIDE FROM IMPLEMENTING REASONABLE TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE INTEGRITY OF THE CUSTOMER MATERIAL AS REQUIRED BY APPLICABLE LAW, WE WILL NOT ASSUME ANY RISK OR LIABILITY ASSOCIATED WITH THE QUALITY, LEGALITY OR BACK-UP, OR USE OF THE CUSTOMER MATERIAL. YOU WILL ENSURE THAT YOU ACQUIRE, INSTALL, AND MAINTAIN YOUR ENVIRONMENT AND APPLICATIONS AND THAT YOU REGULARLY BACK-UP ALL DATA PROCESSED BY THE PLATFORM. IN ADDITION, YOU WILL BE LIABLE FOR COMPLIANCE WITH ALL APPLICABLE LAW NOT GENERALLY APPLICABLE TO AN OPERATOR OPERATING IN THE ENVIRONMENT IN WHICH WE OPERATE THE PLATFORM.

171. You consent to the Processing of the Customer Material by us or any third party contracted by us as contemplated in this Agreement and consent to the further Processing of the Contract Information by us for the purposes of:

172. data analysis purposes including:

173. linking usernames to authorised users;

174. obtaining feedback from or receiving data about the Platform and the App including details of the hardware profile (including the internet protocol of such hardware), location, operating system of the user, amount of time used, file sizes created, internal errors, and regions of functionality of the Platform that a particular user is using;

175. data and metrics from the use of the Platform including accessibility and active process-related data;

176. audit logs and reporting to be used in furthering our activities in terms of this Agreement; and

177. identifying any trends with the aim of either providing anonymous statistical information for general industry reports or to improve the Platform. Without limiting the generality of the foregoing, we shall have the right to Process the technical data without restriction or compensation payable to you relating to the access and use of the Platform to assist in the development of future releases and developments.

178. In the Processing or further Processing of the Customer Material:

179. you acknowledge that some data may be processed via cloud-based web applications which may be based in South Africa or abroad. You consent to any Processing or further Processing of the Customer Information in South Africa or abroad; and

180. you grant us a royalty-free, non-exclusive, irrevocable, global, fully paid-up license to use and copy the Customer Material, subject to such Processing being reasonable and linked to the provision of the Platform by us to you.

181. You shall ensure that you obtain the consent of your customers, employees, or any third parties relating to the Processing of their Personal Information to the extent that it forms part of the Customer Material and indemnify and hold us and/or any third party appointed by us directly or indirectly to Process the Customer Material as described in this Agreement and for the purposes of providing access to the Platform from any losses or damages sustained by any customer, employee, or third party as a result of your failure to obtain such customer, employee's, or third party's consent including any fines or administrative penalties as well as all reasonable legal costs incurred by us whether action has been instituted against us or not.

182. Force Majeure

     Neither we nor the driver shall be in breach of this Agreement where our respective inabilities to comply with any obligation is caused by Force Majeure.

183. Dispute resolution

184. If a dispute arises between you and us with regards to this Agreement or its interpretation, either you or us may convene a meeting (to be held either in person or via electronic communication) on 14 days' prior written notice to either us or you to resolve such dispute.

185. If we do not resolve the dispute through bona fide discussion within 14 days of the date of such meeting, subject to the provisions of ‎17.10, either of you or us shall be entitled to refer such matter to arbitration by giving the other of us or you a written notice of arbitration ("Arbitration Notice").

186. The Arbitration Notice shall constitute legal process for the purpose of interrupting extinctive prescription as contemplated in the Prescription Act 68 of 1969.

187. The arbitration shall be held in Sandton, Gauteng, South Africa.

188. The arbitration shall be held in accordance with the expedited commercial rules for arbitration of the Arbitration Foundation of Southern Africa ("AFSA Rules").

189. Only you and we and our respective legal representatives (or persons agreed to) shall attend the arbitration proceedings and the arbitration proceedings shall be confidential save insofar as a disclosure is necessary to initiate and conduct appeal or review proceedings in terms of ‎17.9.

190. You and we shall use our respective reasonable commercial endeavours to expedite the arbitration proceedings; it being the intention of the Parties to dispose of the dispute within 60 days of the date of the Arbitration Notice.

191. The arbitrator shall be an independent party agreed to by you and us. In the absence of agreement, the arbitrator shall be nominated by the chairperson for the time being of the Arbitration Foundation of Southern Africa or his nominee.

192. The award of the arbitrator shall be binding on the Parties save that the Parties shall be entitled to appeal or review the decision of the arbitrator in accordance with the AFSA Rules.

193. Nothing in this ‎17 shall prevent either you or us from seeking urgent interim relief from a court of competent jurisdiction pending the decision of the arbitrator.

194. By signing this Agreement, both you and we irrevocably and unconditionally consent to the arbitration proceedings contemplated in this ‎17 and, save for the circumstances contemplated in ‎17.9 and ‎17.10, neither you nor us shall be entitled to withdraw from such proceedings nor claim at such proceedings that you or us are not bound by such proceedings or the provisions of this ‎17.

195. This ‎17 constitutes a separate agreement which is severable from the remainder of this Agreement, and which shall survive the termination of this Agreement for whatever reason.

196. Applicable law

197. All matters arising from or in connection with this Agreement, its validity, existence, or termination, shall be determined in accordance with the laws for the time being of South Africa.

198. In circumstances contemplated in ‎17.10, you and us agree to submit any dispute arising from this Agreement to the Gauteng Local Division of the High Court, Johannesburg.

199. General

200. You, if you operate a business, and we, warrant to each other that:

201. you and we have the requisite power, authority, and legal right to sign and perform our respective obligations in terms of this Agreement;

202. you and we have been duly authorised by the necessary actions of our respective shareholders and board of directors and constitutes a valid and binding obligation on both you and us; and

203. the execution, delivery, and performance by you and us of our respective obligations in terms of this Agreement shall not constitute a breach of our respective constitutional documents.

204. This Agreement constitutes the sole record of the agreement between you and us in terms of the subject matter hereof. Accordingly:

205. this Agreement supersedes and replaces all prior agreements concluded between you and us as to the subject matter hereof;

206. neither you nor we shall be bound by any warranty, representation, promise or the like not recorded in this Agreement including any future functionality or features of the Platform or any oral or written public comments regarding the features or functionality of the Platform; and

207. no indulgence which either of you or us ("Grantor") may grant to the other of us or you shall constitute a waiver of the Grantor's rights.

208. In performing our respective obligations in terms of this Agreement, each of you and us shall comply with applicable law.

209. The fact that either you or we has waived its rights on one occasion in respect of any default by the other of us or you ("Defaulting Party") of our respective obligations in terms of this Agreement shall not constitute a precedent upon which the Defaulting Party may rely in respect of future defaults.

210. You and we undertake to each other to do all such things, perform all such acts, and take all such steps and to procure the doing of all such things and the taking of all such steps as may be necessary or incidental or be conducive to the giving effect of the terms, conditions and import of this Agreement.

211. All provisions of this Agreement are severable from each other notwithstanding the way they have been drafted or linked grammatically. Accordingly:

212. you and we declare that it is our respective intentions that this Agreement would have been executed without such unenforceable provisions has you and we been aware of their unenforceability as at the Commencement Date; and

213. any provision of this Agreement which becomes unenforceable (whether due to voidness, illegality, unlawfulness or for whatever other reason) shall be deemed pro non scripto and the remaining provisions of this Agreement shall be of full force and effect.