ACCESS TO MARKETS TERMS OF SERVICE

(Version effective as of 1 July 2020)

1.        DEFINITIONS  

1.1.     In these terms:

·         “Authorised Representative” means a person authorised to act on behalf of a User which has been notified to SCNET in the prescribed manner and which has been issued with a UserID;

·         “SCNET” means SCNET (Pty) Ltd, as more fully described at https://www.scnet.co.za/termsofuse.aspx;

·         “SCNET Policies” means the policies of SCNET governing the use of the Service by Users, as may be prescribed by SCNET from time to time;

·         “SCNET Portal” means the website currently located at https://www.scnet.co.za/ through which Users are able to make use of the Service;

·         “Service” means the procurement solutions and management tools made available by SCNET via the SCNET Portal;

·         “User” means an entity which has validly subscribed to make use of the Service via the SCNET Portal;

·         “User Information” means (i) information (including personal information) made available by the User and its Authorised Representatives to SCNET including via the SCNET Portal, or which is collected and/or generated by SCNET in the course of the Service; (ii) information (including personal information) pertaining to other Users, their officers, representatives and business activities which is collected and/or verified by SCNET in the course of the Services as well as (iii) information (including personal information) of or pertaining to other Users, their officers, representatives and business activities which is generated by SCNET in the course of the Services;

·         “UserID” means the mechanisms used by SCNET to grant access to the SCNET Portal that are issued to Authorised Representatives to enable a User’s access to the Service including usernames, passwords, and/or personal identification numbers that remain valid and have not expired or been deactivated by SCNET;

2.          SUBSCRIBING TO THE SERVICE

2.1.     In order to validly subscribe to the Service, the User must provide complete and accurate information when signing up to the Service. The efficacy of the Service is determined by the completeness of the information provided. FAILURE TO PROVIDE COMPLETE OR CORRECT INFORMATION MAY RESULT THE USER NOT BEING ABLE TO UTILISE ALL FEATURES OF THE SERVICE.

2.2.     Only a User’s Authorised Representatives will be permitted to access the SCNET Portal to use the Service on behalf of the User. SCNET will issue to UserID’s to Authorised Representatives to enable them to access the SCNET Portal to make use of the Service on behalf of the User. The User must ensure and shall procure that each UserID is:

2.2.1.      kept confidential and is not made known to or used by unauthorised persons; and

2.2.2.      is not used for purposes other than to access the SCNET Portal to use the Service on behalf of the User.

2.3.     THE USER SHALL BE RESPONSIBLE FOR ALL ACTIONS PERFORMED ON THE SCNET PORTAL THROUGH THE USE OF THE USERID. IF SCNET BECOMES AWARE OF UNUATHORISED ACCESS TO THE SCNET PORTAL OR ANY FAILURE BY THE USER AND/OR ITS AUTHORISED REPRESENTATIVES TO ABIDE BY THESE TERMS, IT MAY SUSPEND THE USER’S ACCESS TO THE SCNET PORTAL OR ITS RIGHTS TO MAKE USE OF THE SERVICE AS SCNET IN ITS SOLE DISCRETION DEEMS APPROPRIATE.

2.4.     Authorised Representatives of the User will have access to the SCNET Portal to make use of the Service for the duration of the period that the User is validly subscribed to make use of the Service, which period will commence on successful completion of the subscription process and will terminate upon:

2.4.1.      the User providing written notice to SCNET at helpdesk@scnet.co.za confirming that it no longer wishes to make use of the Service;

2.4.2.      The User’s right to access the SCNET Portal and make use of the Service is terminated in accordance with these terms; or

2.4.3.      Upon the Services being discontinued by SCNET.

3.       SCOPE OF THE SERVICES

3.1.     Access to the SCNET Portal will enable Authorised Representatives of the User to make use of the supply chain management and procurement solutions and tools made available by SCNET. The Service features made available to Users is determined inter alia by the nature of the User’s business, the User Information made available to SCNET by the User or which is generated by SCNET as it relates to the business and requirements of the User, as well by SCNET depending on the User’s business profile.

3.2.     Users will and will procure that their Authorised Representatives at all times comply with any SCNET Policies issued by SCNET from time to time.

3.3.     User Information will be processed by SCNET for the purpose of enabling the User to make use of and benefit from the Service. The User acknowledges that SCNET may collect User Information relating to the User from publicly available resources such as public registers (such as the CIPC), credit bureaus, money laundering, fraud prevention and law enforcement agencies. The User accordingly authorises SCNET to receive, store, organise, verify and process all the User Information received and collected by it and which relates to the User to the extent necessary to enable SCNET to render the Service to the User, and as may otherwise be expressly authorised under these terms.

3.4.     The User agrees that SCNET may publish its User Information on the SCNET Portal and provide access thereto to other Users which have been authorised by the User to receive and make use of such User Information. The publication of User Information on the SCNET Portal and the provision of access thereto to other Users will in each case be implemented by SCNET in accordance with the permissions granted by the User. THE USER ACKNOWLEDGES THAT NON-DISCLOSURE OF USER INFORMATION TO OTHER USERS MAY NEGATIVELY IMPACT ITS ABILITY TO FULLY UTILISE CERTAIN SERVICE FEATURES.

3.5.     BY PROVIDING USER INFORMATION TO SCNET THE USER WARRANTS THAT IT HAS OBTAINED ALL AUTHORISATIONS AND CONSENT AS MAY BE REQUIRED TO ENABLE SCNET TO USE AND PROCESS SUCH INFORMATION IN CONNECTION WITH THE SERVICES, INCLUDING AS MAY BE AGREED WITH SCNET FROM TIME TO TIME IN RELATION TO THE USE OF SPECIFIC SERVICE FEATURES BY THE USER.

3.6.     The User may consistent with 3.3 be granted access to and the right to use the User Information of other Users. THE USER HEREBY UNDERTAKES TO USE SUCH USER INFORMATION ONLY FOR ITS OWN INTERNAL BUSINESS PURPOSES CONSISTENT WITH THE PURPOSE FOR WHICH IT WAS DISCLOSED TO THE USER BY SCNET ON BEHALF OF SUCH OTHER USER(S), AND FOR NO OTHER PURPOSE WHATSOEVER UNLESS IT HAS RECEIVED WRITTEN CONSENT THERETO FROM THE RELEVANT USER.

3.7.     SCNET will treat User Information as confidential and proprietary to Users. Accordingly, SCNET undertakes that it will not disclose or use any User Information other than as expressly agreed with each User. NOTWITHSTANDING THE AFOREMENTIONED, THE USER AGREES THAT SCNET MAY USE ITS USER INFORMATION TO DERIVE STATISTICAL INFORMATION AND TO GENERATE AND DISSEMINATE REPORTS IN CONNECTION WITH ITS OWN BUSINESS PURPOSES, PROVIDED THAT SUCH DOES NOT AMOUNT TO OR RESULT IN THE DISCLOSURE OF THE USER’S IDENTITY OR CONFIDENTIAL BUSINESS INFORMATION.

3.8.     The User may by email to SCNET at [email address] at any time:

3.8.1.      Request that SCNET confirm what User Information SCNET holds relating to the User;

3.8.2.      Request confirmation regarding which other Users have access to the User Information of the User; and

3.8.3.      Request SCNET to correct, erase or cease processing User Information to the extent that such processing is based upon the User’s consent, or that SCNET is no longer permitted to retain, or which is inaccurate, irrelevant, excessive, out of date, incomplete, misleading or has been unlawfully obtained.

3.9.     SCNET will comply with any request made in terms of 3.8, provided that it will not be obliged to do so insofar as its processing of the relevant User Information is not based on the User’s consent and is otherwise permitted under applicable law. THE USER ACKNOWLEDGES THAT SCNET’S ABILITY TO PROVIDE THE SERVICE TO THE USER MAY BE LIMITED IN THE EVENT THAT SCNET IS PREVENTED FROM PROCESSING THE USER INFORMATION OF THE USER. 

3.10. The rights granted to the User under these terms is personal to the User. The User may accordingly not access the SCNET Portal or make use of the Service on behalf of or for the benefit of any third party, and may furthermore not cede, assign or transfer any of its rights hereunder.

4.       FEES

4.1.     The fees due for the Services will be as agreed with the User when it subscribes to the Services. Fees will be payable on a monthly basis in advance. Unless payment is to occur by debit order, SCNET will at the beginning of each calendar month send to the User a tax invoice for the fees due to SCNET in consideration for the Services.

4.2.     SCNET may increase its fees for on an annual basis. Such increase will be applied from 1 March of each calendar year and will not exceed the increase applied to the fees charged to other Users of the relevant category.

4.3.     Amounts duly invoiced by SCNET will be paid within 7 (seven) days of the invoice date into the account designated for payment under the invoice. SCNET’s fees exclude all taxes, duties tariffs, rates, levies and other charges that may apply to the Service, which User shall be liable to pay in addition to the fees. 

4.4.     If the User fails to pay any amount when due, SCNET may in its discretion and without prejudice to any of its rights to claim any amount due to it:

4.4.1.      suspend the User’s access to the SCNET Portal and the Services until it has received payment in full; and

4.4.2.      levy interest on outstanding amounts at a rate of 1½ % (one and a half percent) per month or that maximum amount permitted under applicable law, whichever is the least, such interest shall be calculated from the due date for payment to the date of actual payment, both days inclusive, compounded monthly in arrears; or

4.4.3.      terminate the Users right to access the SCNET Portal and to make use of the Service.

5.       PROHIBITED CONDUCT

5.1.     The User may not and shall procure that its Authorised Representatives do not:

5.1.1.      provide false or misleading information to SCNET;

5.1.2.      provide information to SCNET which it is not authorised to share with SCNET for or with other Users in connection with the Service;

5.1.3.      share the UserID’s issued to the User’s Authorised Representatives with any third party or permit any unauthorised access to the SCNET Portal, whether through the use of the UserID’s or otherwise;

5.1.4.      use or disclose User Information relating to any other User for any purpose other than its own business purposes in a manner consistent with the purpose for which it was disclosed to the User by SCNET;

5.1.5.      publicly disclose or publish any report made available by SCNET in connection with the Service, unless expressly authorised thereto by SCNET in writing;

5.1.6.      access the SCNET Portal or make use of the Service for the benefit of anyone other than the User; or

5.1.7.      contravene the SCNET Policies.

6.       TERMINATION / SUSPENSION OF SERVICE

6.1.     If the User or any of its Authorised Representatives commits any breach of these terms which is not capable of remedy or commits a breach and subsequently fails to remedy such breach upon being notified to do so, then SCNET may without prejudice to any of its rights it may have under law, in its discretion, terminate or suspend the User’s rights to access the SCNET Portal and to make use of the Service.

7.       DISCLAIMERS

7.1.     THE USER ACKNOWLEDGES THAT THE SCNET PORTAL AND THE SERVICE AS WELL AS ALL RELATED INFORMATION AND REPORTS MADE AVAILABLE TO THE USER BY SCNET DOES NOT CONSTITUTE PROFESSIONAL ADVICE OF ANY KIND AND THAT ITS USE OF AND RELIANCE ON THE SERVICE ACCORDINGLY OCCURS AT ITS OWN RISK.

7.2.     SCNET USES ITS BEST ENDEAVOURS TO ENSURE THAT THE INFORMATION AND REPORTS PROVIDED TO THE USER IN CONNECTION WITH THE SERVICE ARE ACCURATE. SCNET HOWEVER CANNOT GUARANTEE THE COMPLETENESS, ACCURACY OR CORRECTNESS OF SUCH INFORMATION, AND ACCORDINGLY HEREBY DISCLAIMS ANY WARRANTY TO THAT EFFECT.  

7.3.     SCNET WILL NOT BE LIABLE FOR ANY FAILURE BY THE USER TO PROVIDE IT WITH THE NECESSARY AUTHORISATIONS AND CONSENTS AS REQUIRED UNDER THESE TERMS, AND THE USER AGREES THAT IT WILL INDEMNIFY AND HOLD SCNET AND ITS PERSONNEL HARMLESS AGAINST ANY LOSSES INCURRED BY SCNET OR CLAIMS MADE AGAINST IT OR ITS PERSONNEL AS A RESULT OF SUCH FAILURE.

7.4.     SCNET DOES NOT WARRANT THAT THE SCNET PORTAL OR THAT ALL SERVICE FEAUTURES WILL ALWAYS BE AVAILABLE. SCNET RESERVES THE RIGHT TO CANCEL OR SUSPEND A USER’S (OR ANY OF ITS AUTHORISED REPRESENTATIVES) ACCESS TO THE SCNET PORTAL AND USE OF THE SERVICE AT ANY TIME IF IT SUSPECTS THAT THE USER (OR ITS AUTHORISED REPRESENTATIVBES) IS MAKING USE OF THE SCNET PORTAL OR THE SERVICE IN AN UNUATHORISED OR UNLAWFUL MANNER.

8.       LIABILITY

8.1.     SCNET’S TOTAL AGGREGATE LIABILITY IN RESPECT OF ANY AND ALL CLAIMS, ACTIONS, DAMAGES, COSTS, LOSSES, EXPENSES AND OTHER LIABILITIES ARISING DURING ANY 6 (SIX) MONTH PERIOD (THE FIRST OF WHICH SHALL COMMENCE ON THE DATE THAT THE USER’S SUBSCRIPTION THE SERVICE COMMENCES) WILL BE LIMITED TO THE AMOUNT OF SERVICE FEES RECEIVED BY SCNET DURING SUCH PERIOD, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON CONTRACT, STATUTE, DELICT OR OTHERWISE.

8.2.     IN NO EVENT SHALL SCNET BE LIABLE FOR ANY INDIRECT, INCIDENTAL, EXTRINSIC OR SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSSES (WHETHER FORESEEABLE OR UNFORESEEABLE) OF ANY KIND (INCLUDING, WITHOUT LIMITATION, IN RESPECT OF LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF GOODWILL, LOSS OR CORRUPTION OF DATA, BUSINESS INTERRUPTION, THIRD PARTY CLAIMS OR OTHER PECUNIARY LOSS ARISING OUT OF THE RELIANCE ON THE SERVICE), WHETHER BASED ON CONTRACT, DELICT, STATUTE OR OTHERWISE, EXCEPT TO THE EXTENT THAT THE LIMITATION OF LIABILITY IS NOT PERMITTED BY APPLICABLE LAW.

9.       GENERAL

9.1.    If any clause or sentence in these terms is held by a court of law to be void, illegal or unenforceable the remaining terms contained herein shall not be affected thereby and shall remain in full force and effect.

9.2.    The failure by SCNET to enforce any of the terms contained herein, unless waived in writing, shall not constitute a waiver of SCNET’s rights to enforce such provision or any other provision contained herein in the future. All rules of interpretation which prescribe that an agreement be interpreted against the party responsible for its drafting are hereby excluded.

9.3.    These terms shall be governed by the law of the Republic of South Africa.