Date: 03/02/2017

TERMS & CONDITIONS

  1. DEFINITIONS
    1. Agreement / Contract: means the standard terms and conditions of this agreement.
    2. Contractors: means suppliers / contractors introduced by the customer to MAKROSAFE and who enter into a similar agreement as this agreement with MAKROSAFE.
    3. Customer: means the Customer in terms of the document to which this agreement applies.
    4. Domcilium citandi et executandi: means the chosen address for delivery and / or service of all correspondence, documents and notices.
    5. Goods: means any items, goods, products as indicated by whatever means to the Customer and supplied to the Customer by MAKROSAFE or a third party from time to time and per the terms of this agreement.
    6. MAKROSAFE: means MAKROSAFE HOLDINGS (PTY) LTD with Registration Number: 1999/019558/07.
    7. Services: means any services of whatsoever nature as indicated by whatever means to the Customer and supplied to the customer by MAKROSAFE or a third party from time to time and per the terms of this agreement.
    8. OHS Legal Audit Report: means a systematic, independent and documented Occupational Health and Safety report in terms of Act 85 of 1993, conducted in terms of the clause 4.1.
  2. THESE TERMS AND CONDITIONS TO PREVAIL
    1. This agreement shall be deemed to have commenced on the date an acceptance letter is issued and sent by MAKROSAFE to the Customer and shall, subject to the rights of termination / cancellation referenced herein, subsist in perpetuity thereafter.
    2. Either Party may cancel this agreement at any time whatsoever for any reason whatsoever, by delivering a written notice to that effect to the other Party.
    3. It is recorded that the only basis upon which MAKROSAFE is prepared to do business with the Customer is the basis, notwithstanding anything in the Customer's enquiry, order or other documents or discussions to the contrary, the terms and conditions contained herein shall constitute the sole term of the Contract between MAKROSAFE and the Customer.
    4. No amendments to this agreement, an extension of time, waiver, relaxation or suspension shall be binding upon MAKROSAFE unless recorded in a written document signed by an authorised representative of MAKROSAFE. Any extension, waiver or relaxation or suspension which is so given or made shall be strictly construed as relating strictly to the matter in respect of which it was made or given.
  3. SAFETYWALLET REWARDS
    1. The Customer shall be entitled to receive a discount (hereinafter referred to as a "SafetyWallet Reward(s)") on the cost of the services and goods provided by MAKROSAFE (for the avoidance of any doubt, no SafetyWallet Reward will given for services and goods provided by third parties). The SafetyWallet Reward shall be calculated as set out in clauses 3.2 to 3.5.
    2. SafetyWallet Rewards in terms of packages:
      1. The Customer shall receive the percentage SafetyWallet Reward on the cost of services and goods provided by MAKROSAFE as the corresponding package indicated on the accepted quotation.
    3. For compliance in terms of the OHS Legal Audit Report:
      1. The Customer shall receive a 5% SafetyWallet Reward on the cost of services and goods provided by MAKROSAFE should the Customer receive a compliance score between 89% and 92.99% (both percentages included) on the OHS Legal Audit Report, as stated in clause 4.1.
      2. The Customer shall receive a 7.5% SafetyWallet Reward on the cost of services and goods provided by MAKROSAFE should the Customer receive a compliance score between 93% and 96.99% (both percentages included) on the OHS Legal Audit Report, as stated in clause 4.1.
      3. The Customer shall receive a 10% SafetyWallet Reward on the cost of services and goods provided by MAKROSAFE should the Customer receive a compliance score from 97% upwards on the OHS Legal Audit Report, as stated in clause 4.1.
    4. For Third Party Contractors:
      1. The Customer shall receive a 2.5% SafetyWallet Reward on the cost of services and goods provided by MAKROSAFE for five (5) contractors.
      2. The Customer shall receive a 5% SafetyWallet Reward on the cost of services and goods provided by MAKROSAFE for ten (10) contractors.
      3. The Customer shall receive a 7.5% SafetyWallet Reward on the cost of services and goods provided by MAKROSAFE for fifteen (15) contractors.
      4. The Customer shall receive a 10% SafetyWallet Reward on the cost of services and goods provided by MAKROSAFE for twenty (20) contractors.
      5. The Customer shall receive a 12.5% SafetyWallet Reward on the cost of services and goods provided by MAKROSAFE for twenty-five (25) contractors.
      6. For the avoidance of any doubt, the SafetyWallet Reward referred to in clause 3.4 will not be accumulative in nature.
    5. Compliance Audits:
      1. The Customer shall receive an 80% SafetyWallet Reward for the OHS Legal Audit Reports, as indicated in clause 4.1.
      2. The pricing of further compliance audits will be calculated based on the compliance level at the time of scheduling such audits. If the client is 100% compliant, the client will receive a 100% discount on the audit and the client will only be liable for disbursements, eg. petrol and traveling costs (if applicable). The percentage of compliance will therefore be equal to the discount afforded to the client for the audit.
    6. It is the responsibility of the Customer to inform MAKROSAFE that the Third Party Contractor was introduced to MAKROSAFE by the Customer.
    7. All SafetyWallet Rewards given in terms of this agreement is at the sole and absolute discretion of MAKROSAFE and MAKROSAFE may review and revise the SafetyWallet Rewards at any time.
  4. GOODS AND SERVICES
    1. The parties will organise a date suitable for both parties on which the initial OHS Legal Audit Report will be conducted. The OHS Legal Audit Report shall be conducted on a yearly basis.
    2. All requests for goods and services can be placed by the Customer telephonically and must be confirmed in writing. The written confirmation must be delivered to MAKROSAFE at their offices and / or emailed to MAKROSAFE.
    3. All services will be rendered at the address under number 1.3 in terms of the document to which this agreement is attached as Annexure A, unless indicated otherwise by MAKROSAFE.
    4. Notwithstanding the above-mentioned, MAKROSAFE reserves the right, at its sole discretion, to conduct the services at an address other than the address indicated under number 1.3 in terms of the document to which this agreement is attached as Annexure A, should the services include training of any kind for a group of less than ten (10) people.
    5. All goods and services shall be booked and delivered on the first available date.
    6. Requests for goods and services shall not be binding until accepted by MAKROSAFE.
    7. The Customer has the right to cancel any services by giving no less than 48 hour's written notice to MAKROSAFE prior to the date the services were scheduled to be rendered. Should the Customer give less than 48 hour's written notice to MAKROSAFE, the Customer shall remain liable to pay for such services.
    8. If MAKROSAFE is unable to provide and / or assist the Customer with regards to the goods and services for any reason beyond MAKROSAFE's control, including but not limited to lack of instruction from the Customer, shortage of stock, industrial dispute or breakdown, government action, state of war, riot, civil disturbance or any other act of God, MAKROSAFE may in its sole discretion, cancel the whole or any part of the Customer's request for goods and services. In the event of such cancellation, MAKROSAFE shall not be liable to the Customer for any loss, whether in contract or otherwise cause thereby.
    9. MAKROSAFE reserves the right in its sole discretion to suspend further services to the Customer for as long as the Customer;
      1. is in default of its payment obligations or any other term of this contract.
      2. is unable to pay its debt; or
      3. seek to effect any compromise with any of its creditors; or
      4. is placed under an order of sequestration, judicial management or liquidation (whether provisional or final); or
      5. is the subject of any resolution passed in order to enable the Customer to be wound up or dissolved.
  5. QUOTATIONS, PRICE AND PAYMENT
    1. Any written quotation given by MAKROSAFE constitutes an offer to the Customer which shall be open for acceptance by the Customer for a period of seven (7) days after the date thereof, failing which it shall automatically lapse.
    2. The quotation is based on rates of exchanges, freight charges, insurance, costs of labour and material and other charges ruling at the date of the quotation. Any variations occurring subsequent to the date of the quotation in any of the aforesaid rates or charges, as the case may be, shall entitle MAKROSAFE to vary the amount of the quotation accordingly.
    3. The quotation is based on the quantities, specifications, SafetyWallet Rewards and other information supplied to MAKROSAFE by or on behalf of the Customer. If the Customer requires any modification or addition to any of the aforegoing at any time after the quotation is given, MAKROSAFE shall have the sole and absolute discretion to accept or reject such proposed modification or addition. Any proposed modification or addition by the Customer must be furnished to MAKROSAFE in writing.
    4. The customer shall ensure that the monthly contribution, indicated under number 1.9, in terms of the document to which this agreement is attached as Annexure A, shall be made by debit order or any other electronic or similar automated payment system specified by MAKROSAFE and the Customer shall authorise such payments in such a manner as the relevant bank may require for such purpose. The monthly contribution shall be deducted on the 25th of every month.
    5. The monthly contribution shall increase at a rate equal to the Consumer Price Index, as published in the Government Gazette of the relevant year, on the anniversary date of the signing of this agreement by both parties.
    6. Goods and services, other than those in respect of which a written quotation is given and duly accepted, are accepted by MAKROSAFE only on the basis that the prices charged will be those ruling at the date of goods delivered and services rendered subject to the SafetyWallet Rewards as set out in clause 3, unless otherwise expressly stated.
    7. The price shall be paid in cash, free of exchange, deduction or set-off on the date the goods are delivered and / or services are rendered.
    8. The Customer shall pay interest at a rate of 8% per year, compounded monthly in arrears, on all amounts owing by the Customer to MAKROSAFE, as from thirty (30) calendar days after the goods are delivered and / or the services rendered, which interest shall be payable on demand.
    9. Unless otherwise expressly stated, prices are exclusive of value-added tax, which shall be for the account of the Customer.
    10. The Customer shall be obliged to pay MAKROSAFE in addition to the price:
      1. The amount of any tax, duty or other charges of any nature whatsoever imposed by any law regulation or enactment of whatsoever nature which comes into force on a date after the date on which any price charge is determined; and
      2. Any additional costs of any nature whatsoever arising due to factors beyond the control of MAKROSAFE.
    11. The Customer shall be responsible to pay all travelling and accommodation costs incurred by MAKROSAFE outside of a 150km radius from MAKROSAFE's regional office, from time to time.
    12. Any expenses incurred by MAKROSAFE at the instance of the Customer in modifying or otherwise altering or making additions to the quantities or specifications of the goods and / or services and, any expenses arising as a result of suspension of work by MAKROSAFE due to instructions given or a failure to give instructions by the Customer, shall be added to the price.
    13. A certificate issued by any member or manager of MAKROSAFE reflecting the amount due by the Customer to MAKROSAFE at any time, shall be prima facie evidence of the amount due by the Customer to MAKROSAFE and such certificate shall be sufficient for judgement, provisional sentence or any other legal proceedings.
    14. Returns of goods, if accepted by MAKROSAFE, at its sole discretion and upon such terms as it may prescribe, shall be credited less a minimum of 10% as a handling charge, subject to the goods being in a marketable condition and provided further that the Customer shall be liable for all costs of delivery to MAKROSAFE's designated site.
  6. COLLECTION
    1. Notwithstanding anything to the contrary contained in this agreement, any date allocated, by MAKROSAFE, to deliver goods and / or affect services whether in the quotation or otherwise shall merely be regarded as the estimated date and shall not bind MAKROSAFE to deliver such goods or effect such services on or near such date.
    2. A delivery and / or service note signed by the Customer, its employee, agent or representative, shall constitute proof, on its mere production, that the services were rendered and / or goods were delivered.
  7. WARRANTIES
    1. No warranties or representations, express or implied or tacit, whether by law, contract or otherwise and whether they induced the contract or not, which are not set forth in this agreement, shall be binding on MAKROSAFE and the Customer irrevocably waiving any right (common law or otherwise) it may have to rely thereon and the goods purchased on the basis that they are taken voetstoots and with the exclusion of all common law and other remedies, whether as to the suitability of the goods sold for any specific purpose or (without limiting the generality of the aforegoing) otherwise.
  8. OWNERSHIP
    1. Ownership of the goods shall not pass to the Customer until the price has been paid in full. The provisions hereof shall apply notwithstanding the delivery of the goods.
  9. RISK
    1. Notwithstanding that the ownership in the goods shall not pass to the Customer until payment of the entire price in respect of the goods in question has been affected, the goods shall be at the risk of the Customer who shall be responsible for all loss or damage thereto howsoever arising, upon the goods leaving MAKROSAFE's premises notwithstanding that MAKROSAFE may be in possession thereof.
  10. BREACH
    1. In the event of the Customer failing to comply with any of the terms and conditions of this agreement, MAKROSAFE shall be entitled to give the Customer seven (7) days' notice calling on the Customer to remedy such breach and should the Customer fail to do so, MAKROSAFE shall be entitled to institute action against the Customer to compel the Customer to fulfill its obligations in terms of this agreement. Alternatively, MAKROSAFE shall be entitled, without further notice, to cancel this agreement and claim damages from the Customer for breach of contract.
  11. SECURITY FOR OBLIGATIONS
    1. MAKROSAFE reserves the right to require, at any time, satisfactory security from the Customer for the due performance of any of the Customer's obligations hereunder. If MAKROSAFE so requires, the Customer shall deliver to MAKROSAFE prior to MAKROSAFE complying with any of its obligations hereunder, such security acceptable to MAKROSAFE. If such security is not furnished within seven (7) days after any such demand, MAKROSAFE shall be entitled to refuse to deliver any goods or render any services.
  12. EXEMPTION AND INDEMNITY
    1. The Customer shall have no claim of any nature whatsoever, whether for damages, a remission of price, cancellation of service or otherwise, against MAKROSAFE, its employees, agents or others on whose behalf MAKROSAFE would be liable, in respect of any loss or damage sustained by the Customer of any nature whatsoever or any damage caused to assets kept on the delivery site by a third party or in regard to the Customer's business or sustained by any of its customers, howsoever caused, including the neglect (including grossly negligent) act or omission of MAKROSAFE, its employees, agents or others for whom it may be liable in law.
    2. Under no circumstances whatsoever, including as a result of its negligent (including grossly negligent) acts or omissions or those of its employees, agents or contractors or any other person for who, in law it may be liable, shall MAKROSAFE be liable for any consequential loss sustained by the Customer.
  13. OHS ONLINE MOBILE APPLICATION
    1. Introduction:
      1. The following govern your use of the software application, OHS Online. By using this application, you are agreeing to the terms and conditions set forth.
    2. Definitions:
      1. Application: refers to the OHS Online mobile application.
      2. User: refers to any person accessing any part of the application.
    3. Usage of Application:
      1. The OHS Online Application is comprised of information and content.
      2. OHS Online may, in its sole discretion, amend these terms and conditions at which time the new terms and conditions will immediately come into effect in respect of further usage.
      3. Use of this application is strictly at the sole risk of the user.
      4. Users wishing to utilise content for commercial purposes may only do so with the prior written permission of OHS Online. Enquiries must please be emailed to contact@ohsonline.co.za.
      5. You must not reverse engineer, de-compile, dis-assemble or extract any element of and / or otherwise discover any source code, algorithms, methods or techniques embodied in the Application.
      6. Unless otherwise indicated, users are welcome to copy, download or print out any visible text or images for use.
      7. You must not modify, transfer, distribute, pledge, sub-licence, rent, lease or create derivative works based on the Application, including its user interfaces.
      8. You must not use the Application for any unlawful or illegal activity.
      9. You must not knowingly take any action that would cause the Application to be placed in the public domain or otherwise be disclosed to the public.
    4. Charges:
      1. The OHS Online Application is provided free of charge to you as a member and / or employee of OHS Online.
      2. Data usage charges during the downloading and use of this Application remains the sole responsibility of the user.
    5. Amendments to Content and Information:
      1. OHS Online reserves the right to affect any amendment, alteration or removal of content and information in the Application, including but not limited to features and / or functionality of the Application.
      2. Users acknowledge that all information supplied will be utilised by OHS Online.
    6. Indemnity:
      1. Users agree to indemnify OHS Online, its officers, employees, ISPs, subcontractors, partners, subsidiaries and / or affiliates from any demand, action, application or proceedings, including attorney's fees and related costs made by any third party and arising out of or in connection with the user's use of the Application, including but not limited to the provision of content.
      2. To the extent permitted by law, OHS Online does not represent, warrant or guarantee the suitability, completeness, accuracy or currency of any information or content accessed via the Application or that the Application will be uninterrupted, timely, secure or error-free, free of viruses or other harmful components. You, the user, acknowledge that, to the extent permitted by law, Apple or Google does not have any warranty or other obligations in respect of the Application.
      3. The user hereby agrees that the law applicable to these terms and conditions of use, their interpretation and any matter or litigation in connection with or arising from them will be South African law.
    7. Privacy and Confidentiality:
      1. OHS Online will handle any information provided in accordance with the OHS Online Privacy Policy document.
      2. The user acknowledges and agrees that they have read the OHS Online Privacy Policy document which is incorporated in this agreement by this reference.
      3. The user must ensure that their mobile device and any passwords used in relation to the device and / or the Application are kept secure.
      4. The OHS Online Privacy Policy document can be viewed at: https://www.ohsonline.co.za/privacy.
    8. Ownership of the Application:
      1. You, the user, acknowledge that;
        1. the OHS Online Application is protected by intellectual property laws and embodies valuable confidential and trade secret information of OHS Online and its licensor;
        2. OHS Online or its licensor retains all right, title and interest in and to the OHS Online Application; and
        3. ownership of all patent, copyright, trade secrets and other intellectual property rights, shall be and remain the sole property of OHS online or its licensor.
    9. Terms and Termination:
      1. This Agreement commences when you first use the Application and continues until terminated by either party.
      2. OHS Online may, on reasonable notice to you, terminate this Agreement in its discretion and cease providing the Application (or any part of it) at any time.
      3. The user may terminate this agreement and use of the Application at any time by contacting OHS Online via email at contact@ohsonline.co.za and OHS Online will respond in a reasonable time.
    10. Contact Information:
      1. All support enquiries relating to the Application should be directed to OHS Online at contact@ohsonline.co.za.
      2. The user hereby acknowledges that Google and / or any other party have no obligation to provide maintenance and support services in relation to the Application.
  14. GENERAL
    1. The Customer shall not be entitled to cede or assign any rights and / or obligations which it may have in terms of this contract to any third party.
    2. The Customer shall be liable for all costs incurred by MAKROSAFE in the recovery of any amounts or the enforcement of any rights which it has hereunder, including collection charges and costs of an attorney and own client scale whether incurred prior to or during the institution of legal proceedings or if judgement has been granted, in connection with the satisfaction or enforcement of such judgement.
    3. Regardless of the place of execution, performance or domicle of the parties, this contract and all modifications and amendments shall be governed by or construed under and in accordance with the laws of South Africa.
    4. The address under number 1.3 in terms of the document to which this agreement is attached as Annexure A, will serve as the address where delivery of all notices, pleadings and correspondence will be accepted by the Customer. It is the responsibility of the Customer to inform MAKROSAFE should the address where the delivery of all notices, pleadings and correspondence will be accepted, change. Should the Customer not inform MAKROSAFE of such changes, the Customer stands the chance of not receiving notices, pleadings and correspondence in terms of this agreement.
    5. MAKROSAFE reserves the right to revoke this agreement or alter and amend the terms of this agreement from time to time.
    6. The contra preferentem rule shall not be applied in the interpretation of this agreement.
    7. The Customer consents that MAKROSAFE may instruct a tracer if necessary and consents that MAKROSAFE may compile and / or request a credit profile from any credit bureau as well as a bank report from any financial institution.
    8. Notwithstanding anything to the contrary contained in this agreement, the Customer consents that MAKROSAFE may list the Customer at any credit bureau when the Customer is in default of any payment provision contained in this agreement.
    9. All information provided by the Customer shall only be used to deliver the goods and / or render the services and will not be disclosed to any third party for any other reason as that stated above.
    10. Should the Customer wish to upgrade or downgrade this agreement to a different package, this agreement shall be amended in terms of clause 2.4.
    11. This agreement may be executed in counterparts, each of which will constitute one and the same document.
    12. This agreement shall commence on the date of signature of this agreement by the last party signing.