Recordal

• WHEREAS Simply-Content is an online platform that provides an overall system of monitoring, evaluating and assessing budget expenditure for specific services such as production and/or project development;
• WHEREAS Simply-Content enables Users/Businesses to monitor and evaluate the budget spent on a project, further it enables Users to have real time sight on the expenditure and details thereof. Including notification of erroneous payments;
• WHEREAS Simply-Content as an online platform of Galelo Africa, all information shall be computed and transferred to other subsidiaries under Galelo Africa and the user hereby consents to the sharing of their personal information for the optimum performance of the Simply-Content website.
• AND WHEREAS the Users access to Simply-Content and/or Simply-Content website in order to utilise the aforegoing shall be subject to subscription and payment of applicable membership fees.

NOW THEREFORE Simply-Content AND THE USER AGREE AS FOLLOWS:

INTERPRETATION AND DEFINITIONS

• the clause headings are for convenience purposes only and shall be disregarded in construing this Agreement;
• unless the context indicates a contrary intention, the singular shall include plural and vice versa;
• a natural person includes an artificial or juristic person and vice versa;
• unless the context clearly indicates a contrary intention, the following expressions shall bear the meanings assigned to them below and cognate expressions shall bear corresponding meanings –
  • Account shall mean the account created with Galelo Advisory Services (Pty) Ltd and/or Simply-Content which records, inter alia, the User’s incorporation details, contact information, authorised administrator, contact details and membership status.
  • BBBEE shall mean Broad-Based Black Economic Empowerment.
  • Galelo Africa shall mean Galelo Advisory Services (Pty) Ltd, a private company duly registered and incorporated with limited liability according to the company laws of the Republic of South Africa, under registration number 2016/508387/07.
  • Profile shall mean the User information which is visible to other users which details, amongst other things, the type of entity that the User is, the industry the User is in, service offerings, User’s B-BBEE scoring, opportunities that the User is either offering, interested in or searching for.
  • User/Business shall mean any entity registering and/or using Simply-Content website.
  • Simply-Content shall mean an online platform developed and managed by Galelo Africa, and reference to Simply-Content in this Agreement shall also be construed as reference to Galelo Africa.
  • Signature Date shall mean the date that the last Party appends his/her signature hereto.
• if any provision in a definition is a substantive provision conferring a right or imposing an obligation on any party then notwithstanding that it is in a definition, effect shall be given to that provision as if it were a substantive provision in the body of this Agreement;
• where any term is defined within a particular clause other than this clause 2, the term so defined shall bear the meaning ascribed to it in that clause wherever it is used in this Agreement unless it is clear from the clause in question that such a defined term has limited application to the relevant clause.
• any reference to any statute, regulation or other legislation shall be a reference to that statute, regulation or other legislation as:
  • at the Signature Date; and
  • amended or substituted from time to time;
• where figures are referred to in numerals and in words, and there is any conflict between the two, the words shall prevail, unless the context indicates a contrary intention;
• the rule of construction that this Agreement shall be interpreted against the party responsible for the drafting of this Agreement shall not apply;
• the use of any expression in this Agreement which refers to a South African legal concept or process such as for example, winding-up or curatorship shall be deemed to include a reference to the equivalent or analogous concept or process in any other jurisdiction in which this Agreement may apply or to the laws of which a party may be or become subject;
• the words “include” and “including” followed by a specific example or examples shall not be construed as limiting the meaning of the general word preceding it;
• where any number of days is to be calculated from a particular day, such number shall be calculated as excluding such particular day and commencing on the next day unless the last day falls on a Saturday, Sunday or public holiday in the Republic of South Africa, in which case the last day shall be the next succeeding day which is not a Saturday, Sunday or public holiday in the Republic of South Africa.;
• no provision of this Agreement shall (unless otherwise stipulated) constitute a stipulation for the benefit of any person (stipulation alteri) who is not a party to this Agreement; and
• any reference to days (other than business days), months or years shall be a reference to calendar days, months or years as the case may be

ACCEPTANCE OF TERMS OF USE AGREEMENT

• The User understands and agrees that by creating and maintaining an account on the Simply-Content platform and/or by using the Simply-Content platform in anyway whatsoever and by whatsoever means, the User is be bound by these Terms of Use and any other agreement which is incorporated by reference into this agreement (“this Agreement”).
• Simply-Content reserves the right to make changes to this Agreement and to its scope of services from time to time and in the event that this Agreement is updated, amended or varied in any way, such update, amendment or variation shall be communicated to the User by notice on the Simply-Content platform and the most recent version of this Agreement will be available on the Simply-Content platform
• If the changes include material changes that affect the User’s rights and/or obligations, Simply-Content shall notify the User of the changes in advance by reasonable means, which could include notification through the Simply-Content platform or via email.
• The Parties agree that if, after receiving notification of such changes, the User continues to use the Simply-Content Platform even after the effective date of such changes, the User shall be deemed to agree to the amended Agreement.
• The User hereby provides their prior consent for the processing of personal information through other subsidiaries/entities under Galelo Africa and the user hereby consents with the sharing of that information in accordance with the Protection of Personal Information Act 4 of 2013 for the optimum performance of the Simply-Content website. The specified subsidiaries are namely, Simply BEE.

INTERACTIONS WITH OTHER USERS

• Simply-Content does not warrant the correctness and the veracity of any information uploaded by the User and all figures/statements are solely based on information and/or records captured by the Users. The Parties agree and understand that Simply-Content does not conduct any independent verification of the information or representations made captured by Users on their profiles/account unless specifically and unambiguously stated.
• Notwithstanding the paragraph above, the Parties agree and understand that Simply-Content reserves the right, when and if deems fit to do so, to conduct a verification of whatsoever nature regarding the correctness of the information reflected on the User’s Account and/or Profile.

USER’S RIGHTS AND OBLIGATIONS

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

INTELLECTUAL PROPERTY & UNDERTAKINGS BY THE USER

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

RIGHTS THAT THE USER GRANTS Simply-Content

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

THIRD PARTY REQUEST FOR INFORMATION

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

OTHER USERS’ CONTENT

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