CLIENT AGREEMENT

WHEREAS:

A.        M4JAM owns and operates a micro jobbing solution.

B.        M4JAM carries on the business of providing commercial micro jobbing and creates, hosts, and distributes micro job data the Client Portal using jobbers on our platforms.

C.        The CLIENT wishes to access and utilise the M4JAM’s micro jobbing solution to receive data and or outcomes from jobbers during a Campaign.

D.        M4JAM is willing to give the CLIENT access to its micro jobbing solution and related services for the purposes of this Agreement.

WHEREBY IT IS AGREED AS FOLLOWS:

INTERPRETATION

NOW IT IS HEREBY AGREED AS FOLLOWS:

  1. Definitions

  1. In this Agreement, unless the context otherwise requires, the expressions and terms listed in this Clause 1.1 shall have the meaning as follows;

  1. Active Campaign” means that a Campaign approved by M4JAM and all relevant payments are further agreed upon by both Parties in the Fee Schedule and the commencement date comes into effect; and

  1. “Affiliate” Means (a) a subsidiary or a holding company or a subsidiary of the holding company of any entity. For purposes of this definition the terms “subsidiary” and “holding company” shall have the meaning assigned thereto in Section 1 of the Companies Act, 2008, provided that such terms shall also include any foreign entity which, had it been registered in terms of that Act, would fall within the ambit of either of such terms; and/or (b) as to any entity, any other entity that, now or in the future, directly or indirectly, effectively controls, is effectively controlled by, or is under common effective control by another entity together with, such entity. For the purposes of this definition the term “effective control” shall include control of any entity through any voting pool or other arrangement, the right to the exercise of voting rights, directly or indirectly, resulting in effective control of any entity and/or control of its management, and/or the right to appoint the majority of the members of the board of directors of any entity. For this purpose, and without limiting the foregoing, any entity that owns at least 10% (ten percent) of the voting rights of any other entity shall be deemed to be in effective control of such other entity

  1. “Agreement” means the terms and conditions including the Campaign Schedule, Fee Structure and including the Invoice

  1. “Applicable Law” means the following, as amended from time to time, to the extent it applies to a Party (including, as applicable, the Affiliates of a Party):

  1. any statute, regulation, notice, policy, directive, ruling or subordinate legislation (including treaties, multinational conventions and the like having the force of law),
  2. The Common Law
  3. any binding court order, judgement or ruling,
  4. any applicable industry code, policy or standard enforceable by law, and any applicable direction, policy or order that is given by any regulator, competent authority or organ of state or industry body

1.1.4 “Approve” means confirmation by M4JAM that the Job Data meets the Job Specifications (and such other requirements as the Parties may agree to in the Campaign Schedule and/ or Fee Schedule)

  1. “Approved” means confirmation that has been confirmed by M4JAM to the CLIENT.

  1. “Approved Job” means a completed micro job that has been approved by M4JAM as defined in the Campaign.

  1. “Authorised Agent” means an agent of M4JAM who is entitled to enter into this agreement with the CLIENT on and behalf of the M4JAM

  1. “Authorised Purpose” means the scope of the Campaign which entitles the CLIENT to the following:

  1. Access to the Micro Jobbing Portal; and
  2. use of the Job Data for the following purposes only:
  1. including inter alia but not limited to; marketing, insight, brand activation, efficiencies by improving the business of the CLIENT

  1. “Business Day” means any day, except a Saturday, Sunday or a Public Holiday

  1. “Campaign” means the description of Micro Jobs of a certain nature and with a certain objective as set out in the Campaign Schedule

  1. “Campaign Completion Date” means the date by which a Micro Job has to be completed as provided for in the Campaign Schedule

  1. “Campaign Fee”        means the South African Rand value amount as per M4JAM for the Campaign which includes the fee for M4JAM as well as the fee for the Jobbers that fulfil the Campaign

  1. “Completed Jobs” means the jobs requested by the CLIENT that has been concluded and approved by M4JAM

  1. “Campaign Period” means the period from the  Commencement Date until the expiry of the period designated for such campaign as such in the Campaign Schedule

  1. “Campaign Schedule” means the detail and specifications of the Campaign

  1. Campaign Specification”  means the CLIENT specific requirements for the Micro Jobs required for the Campaign(s) as set  out in the Campaign Schedule

  1. “Campaign Terms and Conditions” means the legal terms and conditions contained in the main body of the Agreement, as amended from time to time in accordance with the provisions of the Agreement

  1. “CLIENT Group” means the CLIENT and its Affiliates

  1. Client Portal” means the access by which the CLIENT through the Platform can review the CLIENTS current campaign and not limited all further information as requested by the CLIENT.

  1. Commencement Date”  means the date agreed upon by the CLIENT and M4JAM for the Campaign to start

  1. “Confidential Information” means all information whether conveyed orally, in writing, in machine readable form or otherwise which relates to a Party’s and/or any of its Affiliate’s business, equipment, services, developments, trade secrets, Know-How, personnel, suppliers and customers (whether or not designated as “confidential information” by the disclosing party) together with all information derived from the above, the existence and terms of this Agreement and all information designated as confidential or which ought reasonably to be considered confidential.

  1. Demographic Information” means the age, gender, race, marital status and area of residence of the Jobbers

  1. “Data ”means any data, including Personal Information, and any other applicable legislation in the Territory, supplied, stored, collected, collated, accessed, retained or processed by the Parties, irrespective of the media or form and includes:

  1. all data that is in the possession of a Party and/or its Affiliates, and all data concerning or indexing such data (regardless of whether or not owned by the Party and/or its Affiliates or generated or compiled by the Party and/or its Affiliates); and
  2. all other records, data, files, input materials, reports, forms and other such items that may be received, computed, developed, used or stored by either Party (including their Subcontractors and their employees) or agents from, for or on behalf of, that Party and/or any of its Affiliates, or in connection with this Agreement, and includes in the case of M4JAM the Jobber Data

  1. “Default” means any breach by a party of its obligations under this Agreement or any breach of any warranty, condition or other term or any default, negligence or misstatement of a party or its employees, agents or subcontractors in relation to the subject matter of this Agreement.

  1. “Direct Marketing” has the meaning ascribed thereto in section 1(a) of POPI Act

  1. “Dispute” means any dispute between the parties arising under or in connection with this Agreement, including any dispute concerning the formation, construction, interpretation, or breach of the Agreement or a party’s performance of its obligations hereunder

  1. “Effective Date” means upon last signature of this Agreement

  1. Fee Schedule” means the fees agreed upon for the Campaign(s) between M4JAM and the CLIENT

  1. “Force Majeure Event” means any event preventing the performance by a Party of some or all of its obligations under this Agreement arising directly from an act beyond the reasonable control of the party, which is either: an act of God, local government or government, war, fire, flood, earthquake or storm, acts of terrorism, explosion, civil commotion or industrial dispute affecting a third party (for which a substitute third party is not readily available)

  1. “Good Industry Practice”        means, in relation to any undertaking and any circumstances, the exercise of the skill, care, prudence, efficiency, foresight and timeliness which would be expected from a highly skilled, trained and experienced person under the same or similar circumstances

  1. “Incomplete Job” shall mean a Job as requested by the CLIENT as per the specific job which did not deliver the requirements as per the CLIENT prior to the campaign expiry date

  1. “Intellectual Property Rights” shall mean a result of intellectual effort. Patents, trademarks, designs and copyright are the main intellectual property rights

  1. “Invoice” means the instrument by which M4JAM will charge the CLIENT for the Campaigns

  1.  “Jobber” means the natural person who will perform the Micro Job through the micro-jobbing platform

  1. “Campaign Completion Date” means the date by which a Micro Job has to be completed as provided for in the Campaign Schedule

  1. “Jobber Credentials” means the Demographical Information pertaining to that of the Jobber and excludes any personal information relating to the Jobber

  1.         “Job Data” means the information and data submitted by a Jobber to satisfy a Job Specification under a Micro Job, including (without limitation) photos, graphics, images , videos, audio, location information, files, text data, works of authorship and other content and material (but excludes Jobber credentials)

  1. “Jobber Terms and Conditions”  means a separate set of terms and conditions with each Jobber prior to such Jobber registering to the Micro Jobbing Platform and performing a Micro Job

  1. Campaign Specification”  means the CLIENT specific requirements for the Micro Jobs required for the Campaign(s) as set  out in the Campaign Schedule

  1. “Know-how” means industrial and technical information and ideas, concepts, methodology and techniques in any form (including paper, electronically stored data, magnetic media, film and microfilm) concerning the performance of the micro jobs including (without limiting the foregoing) process maps, drawings, reports, Spreadsheets, instruction and training manuals, tables of operating conditions, Specifications, tables and procedures

  1. “License” means when a CLIENT pays M4JAM to access software and utilise their (CLIENT) respective employees as “Jobbers”

  1. “Losses” means all losses, liabilities, damages, costs, expenses (including management time and reasonable legal fees) and charges arising from or in connection with: (a) any act or omission of a Party under this Agreement; (b) any breach by a Party of any provision of this Agreement; or any Third party actions, proceedings, claims, allegations or demands

  1. “M4JAM Data” means all data, information, text, drawings and other materials which are embodied in any medium including all electronic, optical, magnetic or tangible media and which are supplied to the CLIENT by M4JAM or any of its Affiliates or which M4JAM and/or any Subcontractors are required to generate, collect, process, store or transmit in connection with this Agreement (but excludes the Job Data)

  1. “M4JAM Group” means M4JAM and its Affiliates

  1. “Micro Job” means a piece of work that is capable of being completed by a Jobber by using any connected device which (a) interacts with the Micro Jobbing Platform and (b) delivers  the Job Data in accordance with the Job Specifications (c) Inter alia could include but is not limited to, training, selling and task driven.

  1. “Micro Jobbing Platform”        shall mean the online platform operated by M4JAM and includes the System and Application.

  1. “Mitigate” means taking all necessary and reasonable action to avoid Losses, or any increase in Losses, including by using additional resources or ceasing a course of action (where appropriate) (and “Mitigates” and “Mitigated” shall be construed accordingly)

  1. “Month”        means a calendar month and “monthly” shall be interpreted accordingly

  1. “Notice”        means a written notice issued in accordance with the Notice Clause as prescribed hereto in the Agreement

  1. “Party” means M4JAM or the CLIENT, and “Parties” means  M4JAM and the CLIENT

  1. “Personal Data” has the meaning ascribed thereto in POPI Act and shall further mean any information relating to an identified or identifiable natural person; an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identification number.

  1. “Personal Information” has the meaning ascribed thereto in POPI and shall refer, in this Agreement, to Personal Information about and pertaining to a Jobber or any other individual which is:(a) supplied by M4JAM to the CLIENT or any member of the CLIENT Group; or(b) processed by the CLIENT in connection with the Authorised Purpose, and for the purposes of this definition “processing” has the meaning given to that term in POPI and “process” and “processed” shall have a corresponding meaning

  1. “POPI” means the Protection of Personal Information Act, Number 4 of 2013

  1. “Public  Holiday”        means a day which has been designated and gazetted as such by the government of the Republic of South Africa

  1. “Reject”        means the act whereby M4JAM confirms that the Job Data does not meet the Job Specifications (and such other requirements as the Parties may agree to in the Campaign Schedule)

  1. “Reports” means those reports referred to in the Campaign Schedule(s), if any

  1. “Retainer” shall mean an upfront monthly cost incurred by the CLIENT in order to pay for the services of M4JAM as agreed upon by both Parties of which such will be agreed upon in the Fee Schedule.

  1. “Services” means the services to be performed by M4JAM in accordance with this Agreement including:

  1. any other activity, service or task to be performed by  M4JAM during the Term as described in this Agreement together with any services that are incidental to those services and necessary to meet the requirements of this Agreement; and
  2. the performance by M4JAM of all its obligations under this Agreement.

  1. “Software Rights” means the subject matter of this Agreement which entitles the CLIENT to act within the scope of the Authorised Purpose for the purposes of the Campaign

  1. “System” means telecommunication system, computer programs, software, computer and communications networks, hardware, firmware, servers, devices, cabling and related equipment, databases, the tangible media on which they are recorded and their supporting documentation, including input and output format, client Portal, program listings, narrative descriptions, Source Code, executable code, operating instructions and user manuals

  1. “Subcontract” means any contract or agreement between either Party and any Third Party, whereby in the case of  M4JAM, that Third Party agrees to perform the Services or any part of them, and in the case of the CLIENT, subject to the prior written consent of  M4JAM

  1. “Subcontractor”        means a subcontractor of either Party engaged by that Party under a Subcontract and, in the case of the CLIENT, subject to the prior written consent of  M4JAM

  1. “Term” means an indefinite period

  1. “Third Party” means any person or entity which is not a party to this Agreement, including as “Third Parties” any Affiliates of either party and contractors (including Subcontractors)

  1. “Value Added Tax” and “VAT” value added tax as levied in terms of the Value Added Tax Act of 1991, as amended from time to time, including regulations promulgated thereunder

  1. “Territory” means the Republic of South Africa

  1.  Total Campaign Fee” means the campaign fee inclusive of all set-up fees and Administration Fees

  1. “Virus” means any software virus, Trojan horse, time bomb or other code that is harmful or which enables access to Micro Jobbing Platform or theft of M4JAMData or otherwise impairs the operation of the M4JAM’s Systems
  1. Construction of certain references

In this Agreement where the context admits:

  1. references to statutory provisions shall be construed as references to those provisions as amended or re-enacted or as their application is modified by other provisions of which they are re-enactments (whether with or without modification);
  2. references to Clauses and Annexure are references to clauses and Annexure of and to this Agreement and references to paragraphs are, unless otherwise stated, references to paragraphs of the Schedule in which the reference appears;
  3. use of the singular includes the plural and vice versa;
  4. references to a person include an individual, a body corporate and an unincorporated association of persons;
  5. references to a party to this Agreement include references to the successors or assigns (immediate or otherwise) of that party; and
  6. in this Agreement general words introduced or followed by the word “other” “including” or “in particular” shall not be given restrictive meaning because they are followed or preceded (as the case may be) by particular examples intended to fall within the meaning of the general words.
  1. Headings

  1. The headings and sub-headings are inserted for convenience only and shall not affect the construction of this Agreement.
  1. Annexures

  1. Each of the Annexures shall have effect as if set out herein.

  1. Precedence

  1. The following order of precedence shall apply to this Agreement and the documents referred to in it:

  1. the Clauses in the main body of the Agreement;
  2. the Annexures.
  1. Term
  1. This Agreement shall last from the Effective Date and will be for an indefinite period.
  2. Either party can terminate this Agreement by providing a thirty (30) days’ written notice to the other for whatever reason, however, it must be recorded that the Fee Schedule term will succeed this term clause 5.2
  3. This Agreement may be terminated earlier in accordance with any other provision of this Agreement or by operation of law.
  1. Software and Restrictions
  1. M4JAM grants to the CLIENT a non-exclusive, limited, non-transferable Licence in the Territory for the Authorised Purpose. The Licence grant will come into force and effect on the Effective Date.
  2. The CLIENT may not sub-license the Licence to any Third Party or use it for any purpose other than the Authorised Purpose, without the M4JAM’s prior written consent.
  3. The CLIENT agrees that it may not use and/ or authorise the use or otherwise cause the use of the Micro Jobbing Platform or the Jobber Credentials for any purpose other than the Authorised Purpose as per the Campaign Schedule and without the prior written consent of M4JAM.
  4. M4JAM is entitled to terminate or suspend the CLIENT’s Campaign with immediate effect should the CLIENT be in breach of, or should M4JAM have reason to believe that the CLIENT is in breach of, the provisions of this Clause 6.
  5. The CLIENT acknowledges and agrees that the use of Jobber Credentials for the Authorised Purpose is conditional on the consent of the Jobber.  Such consent will be obtained by M4JAM from the Jobber in the Jobber Terms and Conditions.  The CLIENT agrees (without limitation):
  1. to comply with POPI and all Applicable Law in the exercise of its rights and obligations under this Agreement.
  2. The CLIENT hereby indemnifies, defends and holds harmless the M4JAM Group, it employees and/ or any affiliates from all Losses arising or resulting from, or in connection with, any actual or threatened claim, demand, charge, action, cause of action, or other proceeding by any Third Party (including [without limitation] the Jobber), arising from or in connection with a breach by the CLIENT (or any of its Affiliates) of any of the provisions of this Clause 6.
  1. Intellectual Property Rights of the Job Data  
  1. M4JAM shall own all right, title and interest in and to the Intellectual Property Rights subsisting in or arising in connection with the Job Data. Such Intellectual Property Rights will vest in the CLIENT once M4JAM approves the Job Data if in accordance with the Campaign Schedule of which Camping Schedule will be annexed hereto.
  2. The CLIENT agrees not to hold M4JAM responsible or liable for, and to waive all right of recovery against M4JAM for, any breach by the Jobber of any provision of the Jobber Terms and Conditions that give rise to a failure by M4JAM to comply with its obligations under this Clause 7, including (without limitation) a failure or refusal by the Jobber to license to M4JAM, or to perfect a cession, assignment and transfer of, the Intellectual Property Rights in and to the Job Data.
  3. M4JAM shall own the Intellectual Property Rights subsisting in or arising in connection with Micro Jobbing Platform and/ or any customised requirements as requested by the CLIENT, and M4JAM Data, and the CLIENT shall not acquire any rights to those Intellectual Property Rights and/ or in any other Intellectual Property Rights owned by M4JAM and/or its affiliates, whether pre-existing or created during the Term.
  4. The Intellectual Property Rights in and to the Job Data vest with the CLIENT as provided for in in this Agreement.
  1. The Client Obligations
  1. The CLIENT will use the Data, including (without limitation) the Job Data, for the purposes as set out in the annexures hereto in accordance with and subject to POPI and any applicable data and privacy regulations.
  2. The CLIENT will perform its obligations and exercise its entitlements in accordance with this Agreement or as is required by any Applicable Law.
  3. The CLIENT may not access the Micro Jobbing Platform, the Job Data or the Jobber Credentials, by any other means than those officially permitted by M4JAM and as agreed upon in the Campaign Schedule(s).
  4. Other than as expressly permitted in writing by M4JAM, the CLIENT may not make any additions, modifications, adaptations, or other alterations that in any manner materially reduce, impair, or otherwise negatively impact upon the accuracy, completeness, integrity, or safety of the Micro Jobbing Platform.
  5. The CLIENT may not interfere or disrupt the Micro Jobbing Platform, or any Third Party services or networks linked thereto, including inter alia by knowingly or unknowingly transmitting any Virus onto the Micro Jobbing Platform.
  6. The CLIENT shall not use the Micro Jobbing Platform, the Job Data or the Jobber Credentials for any illegal or unauthorised purpose.
  7. The CLIENT agrees to comply with all rules and policies applicable to its use of the Micro Jobbing Platform as M4JAM may prescribe from time to time, acting reasonably.
  8. The CLIENT may not include violent, nude, racial, discriminatory, unlawful, infringing, hateful, pornographic, sexually offensive or suggestive material, or any other offending information or content on the Micro Jobbing Platform or in a Job Specification.
  9. The CLIENT is responsible for protecting its login and account details and any other Personal Information.
  10. The CLIENT, its affiliate’s, shareholders and employees undertakes not to engage in any conduct which is calculated to bring, or has the effect of bringing M4JAM’s reputation, brand, image or trademarks, into disrepute.
  11. The CLIENT shall notify M4JAM should the principle place of business change for whatever reason.
  1. M4JAM Obligations
  1. M4JAM shall provide the CLIENT, upon request and approval by M4JAM with regular updates on the Campaign(s), as and when M4JAM makes such updates available to the public from time to time and / or requested in writing from the CLIENT. Such updates approved by M4JAM will be provided via the Client Portal.
  2. M4JAM shall provide the CLIENT with;
  1. Will endeavour to act in a bona fide manner at all times; and
  2. All requested and/ or required Job Data received from Jobbers that are in the parameters of this Agreement for the CLIENT’s Campaign, of which such information will be available on the Platform and/ or upon request of the CLIENT; and
  3. Jobber Credentials relating to Jobbers that are subject to the requirements of the Campaign; and
  4.  This information shall be provided by M4JAM to the CLIENT ion the Client Portal; and
  5. Will provide the CLIENT with M4JAM’s best ability a working and reliable platform unless such reliability is questioned and done so with action that are exceed beyond M4JAM’s control; and
  6. Endeavour to conclude all Campaign Specifications as agreed upon by both Parties and furthermore concluded such Campaign Specifications by the agreed time frames.
  1. M4JAM shall deliver to the CLIENT, in the manner and at the times agreed in the Campaign Schedule, any reports required by the CLIENT. Should for any reason M4JAM cannot deliver such information as per the agreed time, M4JAM will notify the CLIENT in writing with a new and agreed time of delivery regarding all data from the Campaign.
  1. Campaign Fee
  1. Pricing and Adjustments
  1. The Campaign Fee shall be calculated in accordance with the template set out in the Campaign Schedule and Fee Schedule respectively.
  2. M4JAM is entitled to quote separately should the CLIENT require a customised feature that is currently not available on the Platform.
  1. Invoicing and Payment
  1. M4JAM shall include the following details on the Invoice, to enable the CLIENT to verify the accuracy of the Invoice:
  1. the relevant member of the CLIENT Group to which the invoice relates; and
  2. a description of the Campaign for services to which the invoice relates.
  3. Invoices issued in accordance with this Clause 10 shall be payable by bank transfer in South African Rand (ZAR) prior to the Campaign Commencement Date unless otherwise agreed by both Parties and borne in writing.
  4. Should the CLIENT and M4JAM enter into a Retainer and/ or License, such fees will be due in advance by the CLIENT to M4JAM.
  1. Payment, Reconciliation Statement and Refund  

  1. Approval of the Campaign as per the Campaign Schedule by the CLIENT and M4JAM, constitutes the agreement of payment prior to the commencement of the Campaign unless otherwise agreed in writing by both Parties.

  1. Where the Campaign Schedule requires Approval, M4JAM will approve the Campaign Schedule within 7 (seven) working days upon receipt therein.

  1. Once a Campaign has been approved as provided for above, it will be placed on the Platform and will be referred to as an Active Campaign.

  1. M4JAM will report to the CLIENT on the Campaign update as provided for in the Client Portal.

  1. Within two (2) weeks of the Campaign Period, M4JAM will provide the CLIENT with a Campaign update containing the following information (“Reconciliation Statement”):

  1. the Job Campaign;

  1. the number of Approved Jobs;

  1. the number of incompleted Jobs;

  1. the balance to be refunded to the CLIENT, if any (“Refund”). Such refund will only be applicable by specific Job Campaign and not that based on a Retainer.

  1.  Any Refund due to the CLIENT will be made simultaneously with the submission of the Reconciliation Report. It is further recorded that Set-up and/ or Admin Fees and any customisations if applicable are non-refundable.

  1. Where the CLIENT acts in good faith disputes the Reconciliation Statement or the correctness of any Refund the matter shall be resolved as agreed upon hereto in the Agreement.

  1. All amounts payable by The CLIENT under this Agreement are exclusive of VAT (if any) and any other like taxes. Where any taxable supply for VAT purposes is made under or in connection with this Agreement by M4JAM to the CLIENT, the CLIENT shall, in addition to any payment made for that supply, pay to M4JAM such VAT as is validly chargeable in respect of the supply at the same time as payment is due.

  1. M4JAM shall provide the CLIENT with a valid VAT invoice in respect of any payment of VAT. 

  1. The Client Data and Data Security
  1. The CLIENT acknowledges that M4JAM’s Data is the property of the M4JAM Group and M4JAM reserves all Intellectual Property Rights on M4JAM Data.
  2.  The CLIENT shall, in accordance with Good Industry Practice:
  1. not use or reproduce M4JAM Data in whole or in part in any form except as expressly permitted by M4JAM in accordance with this Agreement;
  2. procure that no unauthorised third party will, as a result of any act or omission of the CLIENT or any of the CLIENT’s Subcontractors or personnel, obtain access to any M4JAM Data or any information forming part of or being used in connection with the Services;
  3. ensure that the CLIENT and its Subcontractors and personnel do not deliberately or negligently corrupt, erase or otherwise alter such M4JAM Data;
  4. not disclose passwords supplied by M4JAM to access the Micro Jobbing Platform to any person other than the CLIENT’s Subcontractors and personnel whom are duly authorised; and
  5. immediately notify M4JAM of any breach or suspected breach of clause 12 and take all steps to Mitigate or avoid such breach (and prevent it from reoccurring).
  1. The CLIENT shall indemnify the M4JAM Group for all Losses incurred or suffered by M4JAM as a result of a breach of this Clause 12.
  2. M4JAM undertakes to not share brand data of the CLIENT to any competitor upon completion of such campaign, M4JAM, however, can at its sole discretion utilise such Job Data and/ or sell such Job Data that does not distress the CLIENTS brand and/ or business practice.
  1. Confidentiality  
  1. Except to the extent set out in this Clause 13 or otherwise expressly permitted in this Agreement, each party shall:
  1. treat the other party’s Confidential Information as confidential;
  2. use the other party’s Confidential Information solely for the Specific purpose or purposes for which it was disclosed; and
  3. not publish or otherwise disclose to any person the other party’s Confidential Information without the owner’s prior written consent, and without limiting the generality of this Clause 13.1:
  4. not disclose the other party's Confidential Information to or in the presence of any person other than its personnel having a need to know in connection with this Agreement;
  5. advise any personnel to whom the other party's Confidential Information is to be disclosed of their obligations with respect to the Confidential Information prior to such disclosure and to ensure their compliance with such obligations; and
  6. take all action reasonably necessary to secure the other party's Confidential Information against theft, loss or unauthorised disclosure.
  1. Each party may disclose Confidential Information which would otherwise be subject to Clause 13 but only if it can demonstrate that:
  1. such disclosure is required by Applicable Law or by order of a court of competent jurisdiction or pursuant to a binding order or direction of a tax or fiscal authority or other Regulator; or
  2. the Confidential Information is lawfully in the receiving party’s possession without an obligation restricting disclosure at the time of receipt from the disclosing party; or
  3. on a date subsequent to disclosure being made, the Confidential Information becomes part of the public domain, other than through a breach of Clause 13; or
  4. the Confidential Information is already in the receiving party's possession without an obligation restricting disclosure at the time of receipt from the disclosing party; or
  5. disclosure to the receiving party’s professional advisors is necessary for the purposes of receiving professional advice in relation to the Agreement, provided always that:
  1. the onus shall be on the party disclosing the Confidential Information to prove that the disclosure is pursuant to Clause 13.2; and
  2. if the CLIENT is required to make a disclosure in accordance with Clause 13.2 the CLIENT shall, if it is not so prohibited by Applicable Law, provide M4JAM with prompt notice of any such requirement or request so that that M4JAM may seek an order that the Confidential Information does not have to be disclosed and/or an appropriate protection order or assurance that confidentiality is accorded to the information that the CLIENT is required to disclose. The CLIENT will, at M4JAM’s reasonable cost, provide M4JAM with all reasonable assistance in any action taken by M4JAM to obtain such order or assurance.
  1. General Provisions Relating to Intellectual Property
  1. M4JAM shall have the right and consent to use any of the CLIENT trademark(s), logos and/ or brands for the purpose of the Platform and/ or advertising such CLIENT is in fact a CLIENT of M4JAM.
  1. Disclaimer, Representation and Warranty
  1. The CLIENT acknowledges that the Micro Jobbing Platform, is provided on an "as is", "as available" and "with all faults" basis.
  2. To the fullest extent permitted by law, neither  M4JAM nor its shareholders nor any of their employees, managers, officers or agents (collectively, the "M4JAM Parties") make any representations or warranties or endorsements of any kind whatsoever, express or implied, with regards to the Jobbers actions, should such action be held in bad faith which will include the delivery of Job Data and the contents therein and that the Micro Jobbing Platform is free from any harmful components, including (without limitation) Viruses.
  3. M4JAM warrants to the CLIENT that it has full capacity, power and authority to enter into, deliver and perform its obligations under and in accordance with this Agreement.
  4. The CLIENT warrants to M4JAM that it has full capacity, power and authority to enter into, deliver and perform its obligations under and in accordance with this Agreement.
  5. The CLIENT warrants that there are no existing agreements or arrangements with Third Parties or orders, judgements or decrees the terms of which prevent the CLIENT from entering into this Agreement nor are there any actions, suits, proceedings or regulatory investigations pending or threatened against or affecting the CLIENT and/ or any of the CLIENT’s Subcontractors or personnel that may affect the ability of the CLIENT to perform its obligations under this Agreement; and
  6. The Effective Date and the duration of the Campaign(s), the CLIENT has (and will continue to have or hold) all necessary licences, permits, consents and regulatory approvals from relevant Regulators necessary to perform its obligations under this Agreement.
  1. Liability and Indemnities
  1. Subject to clause 16.2, each Party shall be liable to the other Party (and its Affiliates) for any damages incurred by the other as a result of the breaching Party’s failure to perform its obligations under the Agreement. Subject to Clause 16.2 and Clause 16.3, the M4JAM Group’s total liability to the CLIENT (and its Affiliates) shall be limited.
  2. Except as set forth in Clause 16.3, in no event will either M4JAM or the CLIENT be liable to the other party (or its Affiliates) in contract or delict (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for any indirect, special or consequential damages or losses of any kind whatsoever and however caused even if that party has been advised of their possibility.
  3. The limitations of liability set forth in Clauses 16.1 and 16.2  shall not apply with respect to:
  1. damages occasioned by the fraud, wilful misconduct or gross negligence of a Party;
  2. damages in respect of any liability that cannot be excluded in terms of any Applicable Law; and
  3. damages in respect of any liability for death or personal injury resulting from either Party's negligence, and in the case of the CLIENT:
  1. damages arising from or in connection with the CLIENT's breach of the M4JAM's or any Third Party's Intellectual Property rights (including that of the Jobber);
  2. damages which arise from or in connection with the CLIENT’s breach of the provisions in this Licence Agreement relating to the CLIENT’s use of M4JAM Data, the Jobber Data and Personal Information, and its obligations in respect thereof;
  3. damages arising from or in connection with the CLIENT's breach of the confidentiality provisions in the Breach clause;  and
  4. any indemnity given by the CLIENT to M4JAM or M4JAM Group under this Agreement.
  1. Termination and Consequences of such Termination

  1. This Agreement may be terminated by either party with immediate effect by giving notice to the other party if the other party:
  1. is unable to pay its debts; or
  2. begins negotiations for, takes any proceedings concerning, proposes or makes any agreement for the deferral, rescheduling or other readjustment (or proposes or makes a general assignment or an arrangement or composition with or for the benefit of some or all of its creditors) or all of (or all of a particular type of) its debts, or a moratorium is agreed or declared in respect of or affecting all or a material part of (or of a particular type of) the debts of that party; or
  3. is the subject of a petition for an administration order or an application for an administration order, or an administrator is appointed to the other party or notice of intention to appoint an administrator is given, or any other step is taken by any person with a view to the administration of the other party under the Insolvency Act 1986 including the passing of any resolution by the directors or shareholders of the other party approving the presentation of any such petition, the making of any such application or appointment or the giving of any such notice; or
  4. is the subject of any step to enforce security over or a distress, execution or other similar process is levied or served against the whole or a substantial part of the assets or undertaking of the other party, including the appointment of a receiver, administrative receiver, manager or similar officer to enforce that security in respect of all or any part of the property or undertaking of the other party; or
  5. suffers or is subject to any equivalent event, circumstance or procedure to those set out above in this Clause 17.1.1 to 17.1.4 (inclusive) in any other jurisdiction; or
  6. commits a material breach of this Agreement which:
  1. is not, in the reasonable opinion of the party giving the notice of termination, capable of remedy; or
  2. if capable of remedy, is not remedied within fifteen (15) days of service of notice by the party not in breach of requiring such remedy, to the reasonable satisfaction of that party.
  1. Expiry or termination of this Agreement for whatever reason shall not affect or prejudice:
  1. the obligations and rights of the parties which have accrued in accordance with this Clause or otherwise have accrued due on or before or arising out of termination or expiry, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination;
  2. the provisions of this Agreement which expressly or by their nature survive termination.
  1. Upon M4JAM’s request and/ or upon any termination or expiration of this Agreement, the CLIENT will promptly:
  1. return to M4JAM or, if so directed by M4JAM, destroy all tangible embodiments of the Confidential Information (in every form and medium);
  2. permanently erase all electronic files containing or summarizing any Confidential Information, and
  1. Assignment and Subcontracting
  1. M4JAM may at any time, without the prior written consent of the CLIENT transfer, assign, novate, subcontract or otherwise dispose of all or any of its rights and/or obligations under this Agreement, and at the request of M4JAM, the CLIENT shall execute all deeds and other documents required to effect any such transfer, assignment, novation, subcontracting or disposal.
  1. Force Majeure
  1. Neither party is liable to the other as a result of any delay or failure in the performance of its obligations under this Agreement if and to the extent that such delay or failure is caused by a Force Majeure Event.
  2. Each party shall:
  1. Promptly notify the other of the occurrence of a Force Majeure Event including the nature, extent, effect and likely duration of the circumstances constituting the Force Majeure Event; and
  2. use its reasonable endeavours to remedy, or Mitigate the effect of the Force Majeure Event;
  3. continue to perform its respective obligations under this Agreement to the extent possible during the period of the Force Majeure Event; and
  4. if the Force Majeure Event prevents a party from performing its obligations under this Agreement for more than fifteen (15) days, the other party may terminate this Agreement by notice to that party.
  1. Set-Off

M4JAM may set off against any obligation of M4JAM towards the CLIENT, including (without limitation) payment of a refund due to the CLIENT, any Losses or sum owing by the CLIENT to the M4JAM.

  1. Entire Agreement
  1. This Agreement, together with any documents referred to in it, constitutes the whole agreement between the parties relating to its subject matter and supersedes and extinguishes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter.
  2. Each party acknowledges that it has not been induced to enter into this Agreement by any representation or warranty other than those contained in this Agreement and, having negotiated and freely entered into this Agreement, agrees that it shall have no remedy in respect of any other such representation or warranty except in the case of fraud.  Each party acknowledges that its legal advisers have explained to it the effect of this Clause 21.
  3. M4JAM reserves the right to amend this Agreement from time to time by;
  1. making the modified provisions available to the CLIENT in writing.
  1. Rights
  1. Subject to the Specific exclusions and limitations and express provisions to the contrary set out in this Agreement, the rights, powers, privileges and remedies provided in this Agreement are cumulative and are not exclusive of any rights, powers, privileges or remedies provided by law or otherwise.
  2. The exercise or waiver, in whole or in part, of any right, remedy, or duty provided for in the Agreement will not constitute the waiver of any prior, concurrent or subsequent right, remedy, or duty within the Agreement.
  3. No single or partial exercise of any right, power, privilege or remedy under this Agreement shall prevent any further or other exercise thereof or the exercise of any other right, power, privilege or remedy.
  1. Costs
  1. Subject to any express provisions to the contrary each party to this Agreement shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of this Agreement and in carrying out any related due diligence.
  1. Invalidity
  1. If any provision of this Agreement is held by any court or competent authority to be illegal, void, invalid or unenforceable under the laws of any jurisdiction, the legality, validity and enforceability of the remainder of this Agreement in that jurisdiction shall not be affected, and the legality, validity and enforceability of the whole of this Agreement in any other jurisdiction shall not be affected.
  1. Notices
  1. Any notice (which term shall in this Clause include any other communication) required to be given under this Agreement or in connection with the matters contemplated by it, shall, except where otherwise specifically provided, be in writing in the English language.
  1. Any such notice shall be addressed as provided for in Clause 25 and may be:
  2. personally delivered, in which case it shall be deemed to have been given upon delivery at the relevant address if it is delivered not later than 17.00 hours on a Business Day, or, if it is delivered later than 17.00 hours on a Business Day or at any time on a day which is not a Business Day, at 08.00 hours on the next Business Day; or
  1. sent by registered post, in which case it shall be deemed to have been given two Business Days after the date of posting; or
  2. sent by electronic mail, in which case it shall be deemed to be given when actually received in readable form, but subject to the same provisions regarding receipt after 17.00 hours as apply to notices sent by facsimile.
  1. Such notices and/ or communications to be provided by either Party, confirm that such details as per CCLIENT01 hereto, will be acknowledged by both Parties as the correct domicillium citandi et citandi.
  2. Either party may notify the other party of any change to the address or any other details specified in clause 25, provided that such notification shall only be effective on the date specified in such notice, or five (5) Business Days after the notice is given, whichever is later.
  1. Relationship of Parties
  1. Nothing in this Agreement shall constitute, or be deemed to constitute, a partnership between the parties nor shall it constitute, or be deemed to constitute, any party the agent of any other party for any purpose except as expressly provided.
  1. Dispute Resolution
  1. If any Dispute, controversy or claim arises between the parties under, out of, or in relation to this Agreement, the parties shall attempt in the first instance to resolve the Dispute through mutual good faith consultation.
  2. If the Dispute is not resolved in this manner within thirty (30) days of a party’s notice of a Dispute, then either party may serve a notice on the other party requiring the Dispute to be submitted to arbitration as follows below.
  3. The arbitration shall take place in accordance with the Arbitration Rules in force at the time of the dispute. The arbitration shall be Sandton, Johannesburg, South Africa.
  4. This dispute and arbitration provision will survive the termination or expiry of the Agreement.
  1. Law and Jurisdiction
  1. This Agreement will be governed in all respects by the laws of the Republic of South Africa.

Annexure: Campaign Schedule

  1. Campaign Schedule Between M4JAM and the CLIENT

  1. Following the initial engagement between M4JAMand the CLIENT, the Parties agree on the following proposal for the Campaign and is to be included in the Campaign Schedule below which will include inter alia but not limited to the following;
  2. the Rand value of the Campaign; and
  3. the location where the Campaign is required to be executed, if applicable;
  4. the Job Specifications and/ or Job Data to be collected; and
  5. Duration of such Campaign.
  1. The CLIENT will pay the Campaign Fee to M4JAM in consideration for the requested Campaign.
  2. The CLIENT will make payment of the Campaign fee into the account designated by M4JAM for this purpose.
  3. M4JAM has entered into a separate set of terms and conditions with each Jobber prior to such Jobber gaining access to the Micro Jobbing Platform and performing a Micro Job (“Jobber Terms and Conditions”).  
  4. The Jobber has to complete the Job in accordance with the Job Specifications, on or by the Job Completion Date as per the Campaign Schedule below.
  5. It lies within M4JAM’s sole discretion whether to accept a Campaign onto the Micro Jobbing Platform, should the Campaign not be accepted for whatever reason, M4JAM confirms that such rejection will be borne in writing to the CLIENT prior to the Campaign commencement date.
  6. M4JAM may withdraw the Campaign from the Micro Jobbing Platform on notice to the CLIENT, and also reserves the right to refuse the CLIENT access to or use of the Micro Jobbing Platform at any time. Such withdrawal by M4JAM from any campaign for whatever reason, M4JAM will refund the CLIENT if such refund is applicable. The refund will not include any customisations as requested by the CLIENT and Admin Fee and Set-up Fee.