1.1 The clause headings in this agreement have been inserted for convenience only and not for interpretation purposes; any reference to the singular includes the plural and vice versa; any reference to natural persons includes legal persons and reference to any gender includes reference to the other gender and vice versa.
1.2 In this agreement, unless inconsistent with or otherwise indicated to the contrary, the following terms shall have the following meanings:
“Account” means the MarketSqr Account opened by the Website User when registering to use the Website and includes all details submitted by the Website User to the Website such as Personal Information, company registration documents, BEE certificates, tax clearance certificates, description of Goods and Services and all digital media uploaded to the Website such as documents, photos and videos;
“Buyer” refers to a natural or legal person that requests Quotations from a Supplier, which may or may not culminate in the placement of an order;
“Fee” refers to the fee to which MarketSqr is entitled due to the membership fees paid by the Website User for the Premium Membership;
“Goods and Services” refers to all goods and services available from Website Users that are listed on this Website;
“Intellectual Property” refers to any copyrights, moral rights, goodwill, trade marks, trade secrets or similar intellectual property rights;
“Party/Parties” refers to either MarketSqr or the Website User;
“Personal Information” refers to Personal Information of Buyers and Suppliers that they submit to the Website while using the Website Services. It may include the following:
(a) information relating to the race, gender, sex, marital status, national, ethnic or social origin, colour, age, conscience, belief, culture and language of the individual;
(b) information relating to the education or employment history of the individual or information relating to financial transactions in which the individual has been involved;
(c) any identifying number, symbol or other particular assigned to the individual;
(d) the address of the individual;
(e) the personal opinions, views or preferences of the individual, except where they are about another individual or about a Quotation for a grant, an award or a prize to be made to another individual;
(f) correspondence sent by the individual that is implicitly or explicitly of a private or confidential nature or further correspondence that would reveal the contents of the original correspondence;
(g) the views or opinions of another individual about the individual;
(h) the views or opinions of another individual about a Quotation for a grant, an award or a prize to be made to the individual, but excluding the name of the other individual where it appears with the views or opinions of the other individual; and
(i) the name of the individual where it appears with other Personal Information relating to the individual or where the disclosure of the name itself would reveal information about the individual, but excludes information about an individual who has been dead for more than 20 years.
“Premium Membership” refers to the paid Website Services that enable Buyers and Suppliers to access more functionality of the Website;
“Quotation” refers to the offer made by a Supplier to a Buyer;
“Request for Quotation” refers to the request by a Buyer for Goods and Services by Suppliers;
“Supplier” refers to a natural or legal person that supplies goods and/or services and is registered on this Website as such;
“Sale Agreement” refers to the separate legal agreement that is formed between the Buyers and Suppliers when the Buyer accepts the Quotation of a Supplier;
“Third Parties” refer to people or entities who are not MarketSqr or the Website User;
“USSD” refers to Unstructured Supplementary Service Data which is a technology used by MarketSqr to send information between an application on its network and a Website User’s chosen cellphone number. It usually starts with * and ends with #. Full usage instructions will be provided upon Account activation.
“Website” refers to the official website address: www.marketsqr.co.za
“Website Services” refer to the online portal created, hosted and maintained by MarketSqr to enable Website Users to send and request Quotations and to introduce Buyers and Suppliers to one another. It also includes the provision of the Tender Bulletin and the Innovation Portal, discussion groups, wikis and blogs. Depending on the service, Website Users may either access the Website Service for free or for a fee;
“Website User” means the person or entity accessing this website. This includes the Buyers and Suppliers.
2.1 MarketSqr does not screen the Buyers and Suppliers nor does it validate that the Goods, Services or Quotations posted on this Website, are legitimate and therefore does not accept liability for fraudulent submissions. In no way is MarketSqr liable for any damage or loss suffered due to inaccurate information posted by Buyers or Suppliers.
2.2 MarketSqr does not guarantee that the Supplier will be successful in finding Buyers through the Website.
2.3 MarketSqr does not guarantee that Buyers will find a suitable Supplier and Quotations through the Website.
2.4 No employment relationship or agency agreement is formed between MarketSqr and the Supplier when the latter submits a Quotation through the Website. Likewise, no employment relationship or agency agreement is formed between MarketSqr and the Buyer when the latter submits a Request for Quotation.
2.5 While every precaution is taken during its development, MarketSqr does not guarantee that the Website is free from malicious code such as viruses, worms and Trojan horses.
2.6 MarketSqr does not accept responsibility for any loss or damage due to the use or inability to use the Website;
2.7 Except for the legal responsibility in section 43(5) and (6) of the Electronic Communications and Transactions Act, MarketSqr does not accept direct or indirect liability for damage that might arise out of the use of the Website, the content or services to which the Website User subscribed.
2.8 MarketSqr is not liable for content in websites to which this Website links.
2.9 The Website User must use discretion before taking any action based on the information, ideas and opinions expressed and Quotations submitted on this Website.
2.10 MarketSqr has not customised the Website to suit individual requirements of the Website User and the latter must ensure that it uses appropriate hardware and software to access this Website.
2.11 MarketSqr does not accept liability for any submissions made by its employees in email communications that caused damage to the Website User or Third Parties.
2.12 MarketSqr provides the Website “as is” and MarketSqr makes no warranty as to its use, availability or performance.
2.13 Since payments and payment terms are issues that the Buyer and Supplier control, MarketSqr does not accept responsibility for inaccurate payments or any fraudulent conduct between Buyers and Suppliers.
2.14 MarketSqr is not liable for any breach of contract, malperformance, fraud, theft or loss suffered by either the Buyer or Supplier flowing out of the acceptance of a Quotation via the Website or otherwise since it is not a party to such contract.
2.15 MarketSqr has no control over and does not guarantee the truth, accuracy, legality of Quotations nor over the ability of Suppliers and Buyers to perform in terms of their separate Sale Agreement.
2.16 MarketSqr is not liable for any opinions expressed, rating scores made or infringing content uploaded by Buyers and Suppliers to the Website. See clause 7 for more on the Rating System Rules.
2.17 MarketSqr does not guarantee that the Website is error-free.
2.18 In case a court of law finds MarketSqr liable for direct and/or indirect damage suffered, the damage shall be limited to the fees paid for any Website Service or R5 000 whichever is the lesser.
3.1 MarketSqr provides a portal for Buyers and Suppliers to meet and to possibly sell Goods and Services to one another. Therefore, MarketSqr is not a Party to the Sale Agreement and is not liable for the payment by the Buyer or to ensure that the either the Buyer or Supplier performs in terms of the Sale Agreement. MarketSqr only renders the Website Services and is not responsible for ensuring that Quotations are awarded or denied.
3.2 MarketSqr does not act as Agent for either the Buyer or Supplier.
3.3 Buyers and Suppliers are responsible for the performance and enforcement of all rights and responsibilities that arise from the purchase and sale of Goods and Services as set out in the Sale Agreement.
4.1 Website Users agree to be bound by this Website’s terms and conditions.
4.2 This Website provides Website Users with information regarding MarketSqr and its Website Services.
4.3 Website Users may browse, view, copy and download data from the Website when using the Website Services.
4.4 The Buyer may request a Quotation for Goods and Services, ask preliminary questions to screen Suppliers, accept a Quotation for Goods and Services, retract a Quotation and/or end the process of searching for a Supplier through this Website.
4.5 The Supplier may send Quotations, upload videos, price lists, pictures or anything that serves as marketing materials, on its Account.
4.6 The Website User has the right to review and correct the Personal Information that it submitted to the Website.
4.7 Website Users may participate in discussions on relevant topics on the discussion forums.
Website Users must NOT do the following:
5.1 copy, reverse engineer, modify or damage the Website or any of its content.
5.2 rent, lease, sublicense, assign, or transfer its rights to use the Website Services.
5.3 intentionally use a device or software application to overcome the security measures that protect the Website. Doing this constitutes a criminal offence in terms of section 86 of the Electronic Communications and Transactions Act 25 of 2002.
5.4 in any way frame or mirror any page of this Website without first getting the written approval of MarketSqr. Framing and mirroring amounts to copyright infringement.
5.5 hot link to this Website. This means linking to a file on this Website and have it display on another, unrelated website. Such action amounts to bandwidth theft and copyright infringement and will not be tolerated.
5.6 use non-malicious search technology, like “web spiders” or “web-crawlers” to gain information from this website if such technology will slow down this website’s server, or if it will infringe the copyright of any data and information in this Website.
5.7 deliver any malicious code such as viruses, worms or Trojan horses to this Website.
5.8 Use the Website if under the age of 16.
5.9 interfere with the electronic communications on this website between Suppliers, Buyers and/or MarketSqr.
5.10 share its username and password with Third Parties. Website Users are solely responsible for the actions being done with their username and password.
5.11 use defamatory, harassing, untrue or otherwise hurtful language on the discussion forums. Failure to respect this, will result in suspension of the Website User’s membership as set out in clause 18.
5.12 misrepresent who they are, their Goods and Services or otherwise act dishonestly when engaging with the Website or other Website Users.
6.1 Whenever a Website User’s contact details change, the Website User must correct it on the Website to ensure that it receives the communications from MarketSqr or other Website Users through the Website. MarketSqr does not accept responsibility for the loss of business due to inaccurate contact details.
7.1 Buyers and Suppliers may rate each other after the conclusion of a Sale Agreement. Parties must follow these rules when rating each other:
7.1.1 Parties may only rate another if they have concluded a Sale Agreement with that Party. Therefore, Website Users may not rate Buyers or Suppliers with whom they have not interacted and contracted through this Website;
7.1.2 Take care when posting comments as legal liability may follow for untrue, harassing, defaming and other harmful comments.
7.2 Although MarketSqr is not actively monitoring the ratings, it has a discretion to delete ratings and comments by Parties under these circumstances but not limited to:
7.2.1 If the rating contains links to pages, images or other content unrelated to the Goods and Services; and/or
7.2.2 If the rating is from a Party unrelated to the Sale Agreement; and/or
7.2.3 If the rating contains abusive, offensive, sexual material, racial slurs, discriminatory, and/or threatening language; and/or
7.2.4 If MarketSqr is required to do so by law.
8.1 A Party may complain to MarketSqr about:
8.1.1 a comment or rating the Party believes is untrue, misleading, deceptive or defamatory.
8.1.2 Any content on the Website that infringes the Intellectual Property of another.
8.2 MarketSqr has discretion to investigate the complaint and to remove the rating, comment or infringing content. Irrespective if such investigation is conducted and comments removed, the aggrieved Party agrees not to hold MarketSqr liable for any damage suffered due to such comments.
9.1 The Website Services allow Website Users to participate in discussions, share ideas, look for business opportunities, investigate new Goods and Services and share company information about the Website Users’ Goods and Services. Website Users acknowledge that any information posted to this Website may be seen and used by others and undertake not to post information to the Website that is confidential or owned by third parties.
10.1 The structure, organisation and content of the Website are protected by law, including without limitation the copyright laws of the Republic of South Africa and by international treaty provisions.
10.2 MarketSqr either owns or has been licensed to use the copyrights and trademarks in this Website. This Agreement does not grant the Website User any intellectual property rights in the Website and trademarks. MarketSqr reserves all rights not expressly granted.
10.3 Whenever Website Users upload Intellectual Property to this Website, they grant MarketSqr a non-exclusive right to store and display such Intellectual Property. MarketSqr does not claim any ownership to the Intellectual Property developed by Website Users.
10.4 Website Users also grant each Website User the non-exclusive licence to view any Intellectual Property they have uploaded to the Website.
10.5 The Website User may not make a copy of this Website or reverse engineer the software application.
10.6 Breach of this clause is a criminal offence in terms of Section 27 of the Copyright Act 98 of 1978.
11.1 By using the Website, the Website User is bound by these Website Terms and Conditions.
11.2 A binding agreement between MarketSqr and Website User for a Premium Membership comes into force when:
11.2.1 the Website User has registered an Account on the Website by completing and submitting the electronic registration form; and
11.2.2 if MarketSqr has accepted your Registration by sending an acknowledgement of the acceptance via email along with instructions on using the Website; and
11.2.3 if the Website User opted for a paid service, the agreement comes into force when MarketSqr has received the payment for such service.
11.3 MarketSqr reserves the right to accept or reject any Account registrations without giving reasons.
11.4 The contract remains active until cancelled by either Party or in terms of clause 18.
11.5 A binding agreement between MarketSqr and the Website User for ad-hoc Website Services (such as the Innovation Portal) comes into force when the Website User has accepted MarketSqr’s quotation and its terms and conditions.
12.1 If a Buyer accepts a Quotation of a Supplier, no binding agreement has been formed. The Buyer and Supplier must negotiate the terms of the agreement further and conclude a separate Sale Agreement. The Supplier must not supply any Goods and Services until the Buyer has given an order number to the Supplier.
12.2 Neither MarketSqr nor the Buyer accepts any responsibility for losses suffered by Buyers if the Buyers did not adhere to clause 12.1
13.1 Suppliers must take care when submitting a Quotation to ensure that all prices, Goods and Services and other relevant information, are accurate and true. If however, the Supplier has made a bona fide mistake or wishes to retract a Quotation for any reason, the Supplier may do so through the Website.
13.2 Similarly, Buyers may retract a Request for Quotation at any time.
General Privacy Statement
Purpose of Collection of Personal Information
14.2 MarketSqr processes Personal Information of Website Users who register on this Website. The Website User agrees that MarketSqr may process this Personal Information.
14.3 MarketSqr will process the Personal Information until the Website User deletes the Account.
The privacy of your Personal Information
14.4 All Personal Information the Website User submitted to the Website except for any payment information, will be displayed on the Website.
Retention of Records
14.6 The Website User authorizes MarketSqr to retain records of Personal Information.
14.7 The Website User may change the Personal Information at any time through the Website.
14.8 MarketSqr will destroy the record of Personal Information as soon as reasonably practical after the Website User deletes the Account.
14.9 Irrespective of 14.8, MarketSqr may keep record of the name and email address of such Website User which it reasonably requires for its operation.
14.10 To ensure that Personal Information is complete, accurate and up to date, the Website may occasionally email the Website User requesting the Website User to review the Personal Information on record.
14.11 Website Users must ensure that they provide accurate Personal Information and update it if it is inaccurate.
14.12 Provision of Personal Information is voluntary but incomplete and inaccurate Personal Information may lead to not being able to fully use the Website Services. In cases of fraudulent Personal Information, the Website User may be suspended from the Website.
14.13 This Website is hosted at reputable hosting companies that implement proper information security principles to secure the confidentiality, integrity and availability of the Personal Information against loss, damage, destruction and unlawfulness disclosure.
14.14 The Website User may request MarketSqr for access to any Personal Information in possession of MarketSqr, but MarketSqr must authenticate the Website User before giving out any Personal Information.
14.15 The Website User may correct Personal Information by logging on to the Account and amending it.
15.1 MarketSqr reserves the right to amend any information and prices of its Website Services on this Website and these terms and conditions in its sole discretion, without notice.
15.2 The Website User must acquaint themselves with any amendments.
16.1 The Website User accepts that MarketSqr may communicate with it through the use of email and/or USSD relating to the use of the Website Services such as sending notifications of Quotations that have been issued or accepted.
16.2 When MarketSqr sends an email to the Website User, it is deemed to have been received when the Website User is capable of downloading the email.
16.3 When the Website User sends an email to MarketSqr, it is deemed to have been received when MarketSqr replies to the message.
16.4 The Website User agrees that all electronic agreements, notices, disclosures and other communications between MarketSqr and Website User, satisfy any legal requirement that such communications be in writing.
17.1 Some of the Website Services are free for Website Users. Others carry a fee.
17.2 To make use of the paid Website Services, the Website User must choose the applicable option upon registration and pay the required fee up front and at the applicable intervals thereafter, depending on the service chosen.
17.3 A record of the transaction will be sent to the Website User in which the Website Services being subscribed to and the total transaction amount will be set out. If any information is incorrect, the Website User must notify MarketSqr.
How payment will be made and received
17.4 MarketSqr accepts Electronic Fund Transfer or credit card payments.
18.1 Upon registration of an Account, the Website User:
18.1.1 Must choose a username and password;
18.1.2 Must maintain the confidentiality of the username and password;
18.1.3 Must report unauthorised use or suspected compromise of the username and/or password to MarketSqr;
18.1.4 Accepts responsibility for all actions carried out with the username and password. MarketSqr and other Website Users may assume that any actions carried out were done with the Website User’s authorisation.
18.1.5 Is responsible for all submissions made, Quotations submitted or accepted;
18.2 By storing Personal Information or other digital marketing media on the Website, the Website User warrants to have the authority to share such information.
18.3 The contract between the Website User and MarketSqr terminates when the Website User requests deletion of the Account from the Website;
18.4 If MarketSqr suspects fraudulent or other criminal activity on the part of the Website User while using the Website or in case of breach of these terms, or if the conduct in any way negatively affects the rights and interests of MarketSqr or any of its members, MarketSqr may in its sole discretion temporarily suspend or terminate the Website User’s access to the Website Services. In such circumstances, MarketSqr will send the Website User a suspension notice unless in its sole discretion it deems that such notice will lead to further damage and violation.
18.5 MarketSqr reserves the right to institute criminal action against a Website User for any illegal use of the Website.
18.6 When MarketSqr has terminated a Website User’s Account, that member may not reregister under the same or different name and MarketSqr reserves the right to refuse any registration in the future.
19.1 Full name and legal status of the Website Owner: MarketSqr Supply Network CC
19.2 Website address and email address: www.marketsqr.com; info @ marketsqr.co.za (please note that in order to prevent spam, we have inserted extra spaces before and after the “@” sign. When communicating with MarketSqr, please delete those spaces from the email address or use our online form)
19.3 Membership of any self-regulatory or accreditation bodies to which the Website Owner subscribes and its contact details: Not applicable.
19.4 Any code of conduct to which the Website subscribes: Not applicable.
19.5 Registration number, names directors and the place of registration of the Website Owner: 1988/030711/23, Francois Naudé, Pretoria
19.6 Description of the main characteristics of the services offered by the supplier: MarketSqr provides an online portal to enable Website Users to send and request Quotations and to introduce Buyers and Suppliers to one another. It also includes the provision of the Tender Bulletin and the Innovation Portal, discussion groups, wikis and blogs. Depending on the service, Website Users may either access the Website Service for free or for a fee.
19.7 The minimum duration of the agreement: Indefinitely or until cancelled by the Website User or MarketSqr. Some Website Services are ad-hoc and will end at the time as agreed between the Website User and MarketSqr.
19.8 Manner of payment: MarketSqr accepts Electronic Fund Transfers and payments through credit card. All credit card transactions between Website Users and/or MarketSqr are done through the Virtual Card Services system available at www.vcs.co.za which is a secure payment gateway;
19.9 Time within which services will be rendered: Unless otherwise agreed, Website Services will be rendered when the Website User has registered for an Account.
19.10 Record of the Transaction:. MarketSqr will send the Website User a record of any transactions between them whether paid or unpaid;
19.11 Physical Address where MarketSqr will accept legal service of documents: 138 Melville Street, Sunnyside, Pretoria, 0002
19.12 Refund Policy: If a Website User does not want to continue with the paid Website Services, it can cancel the agreement and receive a pro rata refund for the unused portion of the Website Services.
19.13 Dispute Resolution through Arbitration
If a dispute between Website Users and MarketSqr cannot be resolved internally, such a dispute shall be resolved through expedited arbitration in terms of the rules of the Arbitration Foundation of South Africa. The proceedings shall be held in Pretoria in English or Afrikaans. This clause shall be severable from the rest of this Agreement and therefore shall remain effective between the Parties after this Agreement has been terminated.
The Laws of the Republic of South Africa governs the interpretation and validity of this Agreement.