GIRAFFE WORKSAFE™
MASTER TERMS AND CONDITIONS OF USE
IMPORTANT:
  • GIRAFFE WORKSAFE™ VALUES ITS RELATIONSHIP AND THE PRIVACY OF ITS USERS. WE ARE COMMITTED TO PROTECTING YOUR PRIVACY.
  • THIS GIRAFFE WORKSAFE™ APPLICATION AND WEBSITE WILL BE USED SOLELY FOR COVID-19 RELATED SCREENING, CONTACT TRACING AND RISK ASSESSMENT PURPOSES AND EXPRESSLY DOES NOT PREVENT THE SPREAD OF COVID-19.
  • ALL OF THE DATA PROVIDED THROUGH THE APPLICATION AND WEBSITE WILL BE PROTECTED IN TERMS OF THE PROTECTION OF PERSONAL INFORMATION ACT 4 of 2013.
  • NO PERSONAL INFORMATION OF VISITORS WILL BE PROVIDED TO THE EMPLOYERS, SAVE FOR THE FIRST NAME, SECOND NAME INITIAL, DATE AND TIME STAMP, AND SCREENING RESULTS. THIS INFORMATION WILL ONLY BE USED FOR COVID-19 RISK ASSESMENT, MONITORING, RECORDING AND CONTACT TRACING.
  • GIRAFFE WILL NOT BE LIABLE FOR ANY PERSONS NOT IDENTIFIED AS HIGH RISK, POSITIVE CASES NOT IDENTIFIED NOR WILL IT BE RESPONSIBLE FOR PROVIDING THE EMPLOYER GUIDELINES AND POLICIES WHEN A HIGH RISK USER IS IDENTIFIED.
  • GIRAFFE WILL NOT BE LIABLE FOR ANY FALSE, INACCURATE OR UNTRUE INFORMATION PROVIDED BY A USER, AS HIGHLIGHTED IN CLAUSE 10.5 BELOW.
  • TO THE MAXIMUM EXTENT PERMITTED BY LAW; A.A USERS ACCESS AND USE THE GIRAFFE WORKSAFE™ APPLICATION AND WEBSITE AT YOUR OWN RISK; AND B.WE ARE NOT LIABLE OR RESPONSIBLE TO USERS OR ANY OTHER PERSON FOR ANY LOSS UNDER OR IN CONNECTION WITH THESE TERMS, THE GIRAFFE WORKSAFE™ APPLICATION OR WEBSITE, OR YOUR ACCESS AND USE OF (OR INABILITY TO ACCESS OR USE) THEREOF. THIS EXCLUSION APPLIES REGARDLESS OF WHETHER OUR LIABILITY OR RESPONSIBILITY ARISES IN CONTRACT, TORT (INCLUDING NEGLIGENCE), EQUITY, BREACH OF STATUTORY DUTY, OR OTHERWISE.
Introduction
These Terms of Use, in conjunction with any Additional Agreements, authorise you to make use of the GIRAFFE WORKSAFE™ Application or website. Giraffe will own the GIRAFFE WORKSAFE™ Application or website at all times.
Read these Terms of Use and the Additional Agreements carefully before installing, downloading, or using the GIRAFFE WORKSAFE™ Application or website. By clicking on the confirm button while installing, downloading, and /or using the GIRAFFE WORKSAFE™ Application or website, you agree to all of the terms and conditions of these Terms of Use and applicable Additional Agreements. By downloading, registering and confirming the application, you agree to these terms. If you do not agree to all of these terms, do not use the GIRAFFE WORKSAFE™ Application or website.


  1. Definitions
    The words and/or phrases used in these Terms of Use and Additional Agreements will have the following definitions:
    1. "Additional Agreements" collectively referred to as all related agreements, rules and service level agreements and such other rules and policies of the GIRAFFE WORKSAFE™ Application or website;
    2. "Confidential Information" means any documentation or information, whether written or oral, provided by the Disclosing Party to the Receiving Party and all information regarding the business affairs, methods of operation, data, systems, procedures or products which the Receiving Party or its contractors, consultants, agents or other representatives may receive or which may come to their attention in connection with the business of the Disclosing Party or otherwise pursuant to this Agreement;
    3. "Database" means GIRAFFE WORKSAFE™’s Database of Employers and Users;
    4. "Giraffe" means Geospatial Management Solutions Proprietary Limited, a private company registered as such under the laws of the Republic of South Africa, with company registration number 2011/104740/07 and having its principal place of business at 10th Floor, Fredman Towers, 13 Fredman Drive, Sandton, Johannesburg;
    5. "GIRAFFE WORKSAFE™ Application or website" means the COVID-19 risk management automated, online and software application developed by Giraffe which screens employees and logs attendance, measures distances between employees, identify employees at risk of infection if a colleague tests positive for COVID-19, automatically screen visitors and customers, and keeping a record of the aforementioned on behalf of Employers. The GIRAFFE WORKSAFE™ Application or website includes collectively, Services, all content of the GIRAFFE WORKSAFE™ Application or website, the source code of the GIRAFFE WORKSAFE™ Application or website; and upgrades, modified versions, updates, additions, and copies of the GIRAFFE WORKSAFE™ Application or website in respect to which the rights are granted to you under these Terms of Use;
    6. "Order Form" means the completed and accepted form, for the specified use of the GIRAFFE WORKSAFE™ Application or website, the Services, and fees for the Services;
    7. "Services" means the GIRAFFE WORKSAFE™ Application or website services agreed between the User and/or the Employer and Giraffe in the Order Form;
    8. "Employer" means a registered company as specified on the Order Form, and has registered as an Employer on the GIRAFFE WORKSAFE™ Application or website;
    9. "Terms of Use" or "Terms" mean this Master Terms and Conditions for the use of the GIRAFFE WORKSAFE™ Application or website which govern your access to and use of the Services;
    10. "User" means a registered Visitors, security guards or employees of the Employer; and
    11. "Visitor" means anyone entering the premises of the Employer’s offices, which are not the employees or security guards of the Employer.
  2. Interpretations
    1. Any reference to a statutory provision or enactment shall include references to any amendment, modification or re-enactment of such statutory provision or such enactment (whether before or after the Signature Date) and any regulation or order made under such statutory provision or enactment.
    2. Words importing a gender shall be treated as importing any gender.
    3. Words importing the singular shall be treated as importing the plural and vice versa.
    4. Expressions denoting a natural person shall be treated as including a juristic person and vice versa.
    5. Clause headings and numbering are inserted for ease of reference only and shall not affect the construction of this Agreement.
    6. Where any term is defined within the context of any particular clause in this Terms of Use, the term so defined shall, unless it appears clearly from the clause in question that such term has limited Website to the relevant clause, bear the meaning ascribed for all purposes in terms of the Agreement, notwithstanding that such term has not been defined in this clause 1.
    7. The rule of construction that provisions are to be construed against the Party responsible for drafting an agreement or part of an agreement or on whose behalf an agreement or part of an agreement was drafted shall not apply to this Agreement.
    8. The expiration or termination of this Agreement shall not affect such provisions as may expressly provide that they will continue to apply after such expiration or termination, or which of necessity must continue to apply after such expiration or termination.
  3. GIRAFFE WORKSAFE™ Application or website and Acceptance of the Terms
    1. The Terms are a legally binding agreement between you as the User or Employer, and Giraffe (also referred to "we" as the context allows), so please read them carefully before using the Services.
    2. By accessing the GIRAFFE WORKSAFE™ Application or website or using the Services, you agree to accept and be bound by the Terms or such other Additional Agreements. Please do not use the Services or the GIRAFFE WORKSAFE™ Application or website if you do not accept all of the Terms and Additional Agreements.
    3. You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with Giraffe, or (b) you are not permitted to receive any Services under the laws of South Africa or other countries/regions including the country/region in which you are resident or from which you use the Services.
    4. You acknowledge and agree that Giraffe may amend any Terms at any time by posting the relevant amended and restated Terms on the GIRAFFE WORKSAFE™ Application or website. By continuing to use the Services or the GIRAFFE WORKSAFE™ Application or website, you agree that the amended Terms of the GIRAFFE WORKSAFE™ Application or website will apply to you.
    5. You will be required to enter into an Additional Agreement, whether online or offline, with GIRAFFE WORKSAFE™. If there is any conflict or inconsistency between these Terms and the Additional Agreement, the Additional Agreement will take precedence over these Terms only to that Service concerned.
    6. The Terms may not otherwise be modified except in writing by an authorised director of Giraffe.
  4. Provision of Services
    1. You must register as an Employer or a User on the GIRAFFE WORKSAFE™ Application or website to access and use some Services. Further, GIRAFFE WORKSAFE™ reserves the right, without prior notice, to restrict access to or use of certain Services (or any features within the Services) to paying Employers or subject to other conditions that GIRAFFE WORKSAFE™ may impose in its discretion.
    2. GIRAFFE WORKSAFE™ may in its sole discretion limit, deny or create different level of access to and use of any Services (or any features within the Services) concerning different Users.
    3. GIRAFFE WORKSAFE™ may launch, change, upgrade, impose conditions to, suspend, or stop any Services (or any features within the Services) with prior written notice to a fee-based Service, such changes will not substantially adversely affect the paying Users in enjoying that Service.
    4. Users must keep details on profile up to date and not mislead or confuse the Employer relating to their symptoms or temperature.
  5. Right of use
    1. GIRAFFE WORKSAFE™ gives to you a non-exclusive, non-transferable right to use the GIRAFFE WORKSAFE™ Application or website.
    2. You accept the right given to you in terms of clause 5.1 above and you are only authorised to use the GIRAFFE WORKSAFE™ Application or website for your own business needs and shall not abuse it for commercial exploitation or gain under any circumstances whatsoever.
  6. Users Generally
    1. As a condition of your access to the use of the GIRAFFE WORKSAFE™ Application or website or Services, you agree that you will comply with all GIRAFFE WORKSAFE™ Application or website applicable laws and regulations when using the GIRAFFE WORKSAFE™ Application or website or Services.
    2. You agree that (a) you will not copy, reproduce, download, re-publish, sell, distribute or resell any Services or any information, text, images, graphics, video clips, sound, directories, files, Databases or listings, etc. available on or through the GIRAFFE WORKSAFE™ Application or website (the "Content"), and (b) you will not copy, reproduce, download, compile or otherwise use any Content to operate a business that competes with GIRAFFE WORKSAFE™ or otherwise commercially exploiting the Content. Systematic retrieval of Content from the GIRAFFE WORKSAFE™ Application or website to create or compile, directly or indirectly, a collection, compilation, Database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from GIRAFFE WORKSAFE™, is prohibited. Use of any content or materials on the GIRAFFE WORKSAFE™ Application or website for any purpose not expressly permitted in the Terms is prohibited.
    3. GIRAFFE WORKSAFE™ undertakes, in relation to any personal information provided by any Employer, User, or Visitor, to comply with the requirements of the Protection of Personal Information Act, 4 of 2013 and with any other laws in force in the Republic of South Africa from time to time, which has as its object, the protection of an individual’s privacy
    4. GIRAFFE WORKSAFE™ may allow Users to access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise) or otherwise to such third parties' website or GIRAFFE WORKSAFE™ Application or website. You are cautioned to read such website or GIRAFFE WORKSAFE™ Application or website's terms and conditions and/or privacy policies before using the GIRAFFE WORKSAFE™ Application or website. You acknowledge that GIRAFFE WORKSAFE™ has no control over such third parties' website or GIRAFFE WORKSAFE™ Application or website, does not monitor such Website or GIRAFFE WORKSAFE™ Application or website, and will not be responsible or liable to anyone for such website or GIRAFFE WORKSAFE™ Application or website, or any content, products or services made available on such website or GIRAFFE WORKSAFE™ Application or website.
    5. You agree not to undertake any action to undermine the integrity of the computer systems or networks of GIRAFFE WORKSAFE™ and/or any other User nor to gain unauthorised access to such GIRAFFE WORKSAFE™ Application or website, computer systems or networks.
    6. By posting or displaying any information, content, trade marks or material ("User and/or Employer and/or Visitor Content") on the GIRAFFE WORKSAFE™ Application or website or providing any User and/or Employer and/or Visitor Content to GIRAFFE WORKSAFE™ or our representative(s), you grant an irrevocable, perpetual, worldwide, royalty-free, and sub-licensable (through multiple tiers) license to GIRAFFE WORKSAFE™ to display, transmit, distribute, reproduce, publish, duplicate, adapt, modify, translate, create derivative works, and otherwise use any or all of the User and/or Employer and/or Visitor Content in any form, media, or technology now known or not currently known in any manner and for any purpose which may be beneficial to the operation of the GIRAFFE WORKSAFE™ Application or website, the provision of any Services and/or the business of the User. You confirm and warrant to GIRAFFE WORKSAFE™ that you have all the rights, power and authority necessary to grant the above license.
  7. Confidential Information
    1. The party receiving Confidential Information ("Receiving Party") from the party disclosing Confidential Information to the Receiving Party ("Disclosing Party") pursuant to this Agreement, will keep all Confidential Information disclosed by the Disclosing Party pursuant to this Agreement, in strict confidence and shall not use any such information for any purpose other than the purpose for which it was disclosed, unless disclosure is authorised by the Disclosing Party in writing, or if the Receiving Party is ordered to disclose such information in the course of legal proceedings or by an order to court, or if the disclosure is required pursuant to any law.
    2. For the purposes of this clause, Confidential Information does not include information:
      1. that was known to the Receiving Party prior to disclosure by the Disclosing Party;
      2. that is, or becomes public knowledge through no fault of the Receiving Party; or
      3. that comes to the knowledge of the Receiving Party as a result of disclosure by a third party who is not in breach of any obligation of confidentiality.
    3. Although we encourage you to communicate with us through the Services, and/or via email, we do not want you to, and you should not, send us any content that contains confidential information. With respect to all communication you send to us through the Services, and e-mails you send to us, including but not limited to, responses, submissions, feedback, questions, comments, suggestions, and the like, we will be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including, but not limited to, the development, production and marketing of products and services that incorporate such information, without compensation or attribution to you.
  8. Employer Accounts
    1. An Employer must accept these Terms of Use and be a registered as an Employer on the GIRAFFE WORKSAFE™ Application or website to access or use some Services. GIRAFFE WORKSAFE™ may reject a User or Employer’s GIRAFFE WORKSAFE™ Application or website Order Form for registration, for not meeting the necessary requirements or passed the necessary checks.
    2. Upon registration on the GIRAFFE WORKSAFE™ Application or website, GIRAFFE WORKSAFE™ will assign an account and issue a member ID and password (the latter will be chosen by a registered Employer during registration) to each registered Employer.
    3. A set of Employer ID and password is unique to a single account. Each Employer will be solely responsible for maintaining the confidentiality and security of your Employer ID and password and for all activities that occur under your account. No Employer may share, assign, or permit the use of your Employer account, ID or password by another person outside of the Employer’s own business entity. The Employer agrees to notify GIRAFFE WORKSAFE™ immediately if you become aware of any unauthorised use of your password or your account or any other breach of security of your account.
    4. The Employer agrees that all activities that occur under your account (including without limitation, posting any company or product information, clicking to accept any Additional Agreements or rules, subscribing to or making any payment for any services, or sending emails using the email account) will be deemed to have been authorised by the Employer.
  9. Fees and term
    1. In consideration for the Services obtained through the GIRAFFE WORKSAFE™ Application or website, the Employer shall pay the agreed fee as determined in the Order Form.
    2. If GIRAFFE WORKSAFE™ agrees to provide the Employer with any additional Services, the Employer shall be liable for the fees stipulated in respect of such additional Services in the Order Form.
    3. All fees payable by the Employer under these Terms and the Additional Agreements shall be paid by way of electronic funds transfer on the 1st of each month in advance for the month. A credit card option will subsequently made available.
    4. The Employer hereby authorises GIRAFFE WORKSAFE™ to automatically draw against their nominated bank account. The withdrawals will be processed through a computerised system provided by the South African banks and the details of each withdrawal will be printed on your bank statement.
    5. If any fees owed by the Employer to GIRAFFE WORKSAFE™ are outstanding, GIRAFFE WORKSAFE™ shall be entitled to levy interest on the outstanding amounts at the prime rate of interest quoted by the First National Bank from time to time, in respect of unsecured lending to a client in good standing.
    6. Either party may terminate this Agreement by giving one calendar month notice on 1st day of a calendar month.
  10. Employer or User’s Responsibilities
    1. Giraffe will, in its sole discretion, accept or deny the Services to an Employer or User.
    2. Each Employer and User represents, warrants and agrees that (a) you have full power and authority to accept the Terms, to grant the license and authorisation and to perform the obligations hereunder; (b) you use the GIRAFFE WORKSAFE™ Application or website and Services for business purposes only, and (c) the address you provide when registering is the principal place of business of your business entity.
    3. Employers and Users will be required to provide information or material about your entity, business or products/services as part of the Order Form and/or registration process and for the purposes of delivering the Services on the GIRAFFE WORKSAFE™ Application or website. Each Employer or User represents, warrants and agrees that (a) such information and material whether submitted during the Order Form or registration process or thereafter throughout the continuation of the use of the GIRAFFE WORKSAFE™ Application or website or Service is true, accurate, current and complete, and (b) you will maintain and promptly amend all information and material to keep it true, accurate, current and complete.
    4. Upon becoming an Employer or User, you consent to the inclusion of the personal information, COVID-19 related information, contact information about you in our Database and authorise GIRAFFE WORKSAFE™ to share the contact information with Employers for the sole purposes of assessing risk and contact tracing.
    5. Each Employer or User further represents, warrants and agrees that the User and/or Employer and/or Visitor Content that you submit, post or display will:
      1. true and accurate;
      2. not be false, misleading or deceptive;
      3. not contain information that is defamatory, libellous, threatening or harassing, obscene, objectionable, offensive, sexually explicit or harmful to minors;
      4. not contain information that is discriminatory or promotes discrimination based on race, gender, religion, nationality, disability, sexual orientation or age;
      5. not violate the Terms or any GIRAFFE WORKSAFE™ Application or website or applicable Additional Agreements;
      6. not violate any GIRAFFE WORKSAFE™ Application or website applicable laws and regulations (including without limitation those governing labour laws, consumer protection, unfair competition, or false advertising) or promote any activities which may violate any GIRAFFE WORKSAFE™ Application or website applicable laws and regulations;
      7. conduct your business transactions with GIRAFFE WORKSAFE™ in good faith;
      8. not impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;
      9. not engage in any other unlawful activities (including without limitation those which would constitute a criminal offence, give rise to civil liability, etc.) or encourage or abet any unlawful activities;
      10. not involve attempts to copy, reproduce, exploit or expropriate GIRAFFE WORKSAFE™’s various proprietary directories, Databases and listings;
      11. not involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any GIRAFFE WORKSAFE™ Application or website or hardware system, data or personal information;
      12. not engage in any activities that would otherwise create any liability for GIRAFFE WORKSAFE™.
  11. The Employer or User agrees to provide all necessary information, materials and GIRAFFE WORKSAFE™ Application or website approval, and render all reasonable assistance and cooperation necessary for GIRAFFE WORKSAFE™’s provision of the Services, evaluating whether Employer or User has breached the Terms and/or handling any complaint against the Employer or User. If Employer or User’s failure to do so results in delay in, or suspension or termination of, the provision of any Service, GIRAFFE WORKSAFE™ will not be obliged to extend the relevant service period nor will be liable for any loss or damages arising from such delay, suspension or termination.
  12. The Employer or User acknowledges and agrees that each Employer or User is solely responsible for complying with applicable laws and regulations in its respective jurisdictions.
  13. Breaches by Employer or Users
    1. In the event of either Party ("the Defaulting Party") breaching any provision of this Terms of Use and failing to rectify such breach within ten days of receipt by the Defaulting Party of a written notice delivered to it by the other Party ("the Aggrieved Party"), calling upon the Defaulting Party to rectify such breach, the Aggrieved Party will be entitled at its election to seek specific performance of the Defaulting Party's obligations in terms of these Terms of Use or Additional Agreement, or to cancel this the Terms or Additional Agreement, in either instance without prejudice to the Aggrieved Party's right to claim any loss or damage it may have suffered by reason of such breach.
    2. GIRAFFE WORKSAFE™ reserves the right, in our sole discretion to remove, modify or reject any User Content provided to the GIRAFFE WORKSAFE™ Application or website which we reasonably believe is unlawful, violates the Terms, could subject GIRAFFE WORKSAFE™ to liability or is otherwise found inappropriate in GIRAFFE WORKSAFE™’s opinion.
    3. If any Employer or User breaches any Terms, or if GIRAFFE WORKSAFE™ has reasonable grounds to believe that an Employer or User is in breach of any Terms, GIRAFFE WORKSAFE™ will have the right to take such disciplinary actions as it deems appropriate, including without limitation: (i) suspending or terminating the Employer or User’s account and any and all accounts determined to be related to such account by GIRAFFE WORKSAFE™ in its discretion; (ii) restricting, downgrading, suspending or terminating the subscription of, access to, or current or future use of any Service; (iii) imposing other restrictions on the Employer or User’s use of any features or functions of any Service as GIRAFFE WORKSAFE™ may consider GIRAFFE WORKSAFE™ appropriate in its sole discretion; and (iv) any other corrective actions, discipline or penalties as GIRAFFE WORKSAFE™ may deem necessary or GIRAFFE WORKSAFE™ appropriate in its sole discretion.
    4. GIRAFFE WORKSAFE™ reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, GIRAFFE WORKSAFE™ may disclose the Employer or User's identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action. GIRAFFE WORKSAFE™ will not be liable for damages or results arising from such disclosure, and Employer or User agrees not to bring any action or claim against GIRAFFE WORKSAFE™ for such disclosure.
    5. GIRAFFE WORKSAFE™ may, at any time and in our reasonable discretion, impose limitations on, suspend or terminate the Employer or User’s use of any Service or the GIRAFFE WORKSAFE™ Application or website without being liable to the Employer or User if GIRAFFE WORKSAFE™ has received notice that the Employer or User is in breach of any Terms or Additional Agreement or undertaking and such breach involves or is reasonably suspected of involving dishonest or fraudulent activities.
    6. Each Employer or User agrees to indemnify GIRAFFE WORKSAFE™, our affiliates, directors, employees, agents and representatives and to hold them harmless, from any and all damages, losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from your submission, posting or display of any User Content, from your use of the GIRAFFE WORKSAFE™ Application or website or Services, or from your breach of the Terms.
  14. Limitation of Liability
    1. Subject to the provisions of sections 43(5) and 43(6) of the Electronic Communications and Transactions Act 25 of 2002 ("ECTA") the Services provided by GIRAFFE WORKSAFE™ on or through the GIRAFFE WORKSAFE™ Application or website are provided "as is", "as available" and “with all faults”, and GIRAFFE WORKSAFE™ hereby expressly disclaims any and all warranties, express or implied, including but not limited to:
      1. GIRAFFE WORKSAFE™ does not guarantee the suitability of any Employer for the Services and it shall be the responsibility of the Employer and User to determine whether an Employer satisfies the requirements for which the Application or website was created. Further, save for identity verification and the provision of the agreed additional Services, if any, neither GIRAFFE WORKSAFE™ nor the GIRAFFE WORKSAFE™ Application or website is able to independently verify any information provided by the Employer.
      2. Giraffe will not bear any liability for loss or damage suffered by the Employer, User or Visitor, of any nature whatsoever, and the Employer and User shall not be entitled to any refund or reduction of the fees paid, or due and payable to GIRAFFE WORKSAFE™, if any Employer, User or Visitor tests positive for COVID-19, any virus or disease identified detected by the GIRAFFE WORKSAFE™ Application or website. It will at all times, be the responsibility of the Employer to address any positive cases on their premises through their internal policies.
    2. Any material uploaded and/or downloaded or otherwise obtained through the GIRAFFE WORKSAFE™ Application or website is done at each Employer and User's sole discretion and risk and each Employer and User are solely responsible for any damage to GIRAFFE WORKSAFE™’s computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from GIRAFFE WORKSAFE™ or through or from the GIRAFFE WORKSAFE™ Application or website will create any warranty not expressly stated herein.
    3. Each Employer and User hereby agrees to indemnify and save GIRAFFE WORKSAFE™, our affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from such User's or Employer’s use of the GIRAFFE WORKSAFE™ Application or website or Services or from your breach of any of the terms and conditions of the Terms. Each User hereby further agrees to indemnify and save GIRAFFE WORKSAFE™, our affiliates, directors, officers and employees harmless, from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise from User's breach of any representations and warranties made by User to GIRAFFE WORKSAFE™, including but not limited to those set forth hereunder.
    4. GIRAFFE WORKSAFE™ will not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, equity or otherwise or any other damages resulting from any of the following; the use or the inability to use the GIRAFFE WORKSAFE™ Application or website or Services; unauthorised access by third parties to data or private information of any User; statements or conduct of any User of the; or any matters relating to Services however arising, including negligence.
    5. GIRAFFE WORKSAFE™ will not be liable for any false information provided, as highlighted in clause 10.5 above. GIRAFFE WORKSAFE™ will provide only information identifying potential risk of those users that screen themselves and not ALL Users.
  15. Force MajeureUnder no circumstances will GIRAFFE WORKSAFE™ be held liable for any delay or failure or disruption of the content or Services delivered through the GIRAFFE WORKSAFE™ Application or website resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, power or internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
  16. Intellectual Property
    1. GIRAFFE WORKSAFE™ is the sole owner or lawful licensee of all the rights and interests in the GIRAFFE WORKSAFE™ Application or website and the Site Content. The GIRAFFE WORKSAFE™ Application or website and Site Content embody trade secrets and other intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the GIRAFFE WORKSAFE™ Application or website and Site Content will remain with GIRAFFE WORKSAFE™. All rights not otherwise claimed under the Terms or by GIRAFFE WORKSAFE™ are hereby reserved.
    2. GIRAFFE WORKSAFE™ and related icons and logos are trade marks, registered or unregistered of GIRAFFE WORKSAFE™, in various jurisdictions and are protected under copyright, trade mark and other proprietary rights laws. The unauthorised copying, modification, use or publication of these marks is strictly prohibited.
    3. By and through the use of the GIRAFFE WORKSAFE™ Application or website and Services, you hereby give permission to GIRAFFE WORKSAFE™ to publish and/or use your logo or trade mark for all purposes. You understand that GIRAFFE WORKSAFE™ may use said logo or mark for advertising and/or marketing relating to GIRAFFE WORKSAFE™, the GIRAFFE WORKSAFE™ Application or website, partner websites, and all other purposes related to GIRAFFE WORKSAFE™. GIRAFFE WORKSAFE™ may use your logo or mark for these purposes without further permission or acquiescence. You hereby release GIRAFFE WORKSAFE™ from all liability relating to the publication or use of the logo/mark.
  17. Notices
    1. All legal notices or demands to or upon GIRAFFE WORKSAFE™ will be made in writing and sent to GIRAFFE WORKSAFE™ personally, by courier, registered mail or dedicated email address to the contact details below.
    2. Any notice is given by a GIRAFFE WORKSAFE™ or an Employer ("the addressee") which:
      1. is delivered by hand during the normal business hours of the addressee at the addressee's domicilium for the time being, will be presumed, unless the contrary is proved by the addressee, to have been received by the addressee at the time of delivery;
      2. is transmitted during normal business hours by electronic mail to the addressee’s email address, will, unless the contrary is proved by the addressee, be deemed to have been received by the addressee within twenty-four hours of the date of transmission, and if transmitted after normal business hours will be deemed to have been received by the addressee within twenty-four hours from the first business day succeeding the date of transmission.
    3. You agree that all agreements, notices, demands, disclosures and other communications that GIRAFFE WORKSAFE™ sends to you electronically satisfy the legal requirement that such communication should be in writing.
  18. General Provisions
    1. Subject to any Additional Agreements, the Terms constitute the entire agreement between you and GIRAFFE WORKSAFE™ with respect to and govern your use of the GIRAFFE WORKSAFE™ Application or website and Services, superseding any prior written or oral agreements in relation to the same subject matter herein.
    2. GIRAFFE WORKSAFE™ and Employer or Users are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the Terms.
    3. If any provision of the Terms is held to be invalid or unenforceable, such provision will be deleted and the remaining provisions will remain valid and be enforced.
    4. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
    5. GIRAFFE WORKSAFE™’s failure to enforce any right or failure to act with respect to any breach by you under the Terms will not constitute a waiver of that right nor a waiver of GIRAFFE WORKSAFE™’s right to act with respect to subsequent or similar breaches.
    6. GIRAFFE WORKSAFE™ will have the right to assign the Terms (including all of our rights, titles, benefits, interests, and obligations and duties in the Terms to any person or entity (including any affiliates of GIRAFFE WORKSAFE™). You may not assign, in whole or part, the Terms to any person or entity.
    7. The Terms and Additional Agreements will be governed by the laws of South Africa without regard to its conflict of law provisions and the parties to the Terms agree to submit to the non-exclusive jurisdiction of the courts of South Africa and specifically the High Court of South Africa, Gauteng Local Division, Johannesburg.
  19. Disputes with Giraffe
    1. In the event of there being any dispute or difference between the parties arising out of this Terms of Use or Additional Agreement, the said dispute or difference shall on written demand by either party be submitted to arbitration in Johannesburg in accordance with the AFSA rules, which arbitration shall be administered by AFSA.
    2. Should AFSA, as an institution, not be operating at that time or not be accepting requests for arbitration for any reason, or should AFSA refuse to accept the particular request for arbitration for whatever reason, then the arbitration shall be conducted in accordance with the AFSA rules for commercial arbitration (as of last applied by AFSA) before an arbitrator appointed by agreement between the parties or failing agreement within 10 (ten) business days of the demand for arbitration, then any party shall be entitled to forthwith call upon the chairperson of the Johannesburg Bar Council to nominate the arbitrator, provided that the person so nominated shall be an advocate of not less than 10 (ten) years standing as such. The person so nominated shall be the duly appointed arbitrator in respect of the dispute. In the event of the attorneys of the parties failing to agree on any matter relating to the administration of the arbitration, such matter shall be referred to and decided by the arbitrator whose decision shall be final and binding on the parties to the dispute.
    3. Any Party to the arbitration may appeal the decision of the arbitrator or arbitrators in terms of the AFSA rules for commercial arbitration.
    4. Nothing herein contained shall be deemed to prevent or prohibit a party to the arbitration from applying to the appropriate court for urgent relief or for judgment in relation to a liquidated claim.
    5. Any arbitration in terms of this clause 17 (including any appeal proceedings) shall be conducted in camera and the parties shall treat as confidential details of the dispute submitted to arbitration, the conduct of the arbitration proceedings and the outcome of the arbitration.
    6. This clause 17 will continue to be binding on the parties notwithstanding any termination or cancellation of the Agreement.
    7. The parties agree that the written demand by a party to the dispute in terms of clause 17.1 that the dispute or difference be submitted to arbitration, is to be deemed to be a legal process to interrupt extinctive prescription in terms of the Prescription Act, 68 of 1969.
  20. ECTA and PAIA
    1. These terms are subject to the provisions of ECTA and any of the terms that are in conflict with any of the compulsory provisions of the ECTA will be deemed to have been modified so as to comply with the ECTA.
    2. For the purposes of the ECTA, GIRAFFE WORKSAFE™’s information is as follows, which should be read in conjunction with its Service descriptions, Additional Agreements and other terms and conditions contained on the GIRAFFE WORKSAFE™ Application or website:
      1. Full name: Geospatial Management Solutions Proprietary Limited, a private company registered as such under the laws of the Republic of South Africa, with company registration number 2011/104740/07;
      2. Main business: GIRAFFE WORKSAFE™ has developed the GIRAFFE WORKSAFE™ Application or website which automatically sources, screens, people with Covid-19 by testing and recording their temperature;
      3. The physical address for receipt of legal service: 10th Floor, Fredman Towers, 13 Fredman Drive , Sandton, Johannesburg;
      4. Office bearer: Chief Executive Officer;
      5. Official email address: worksafe@giraffe.co.za ;
      6. PAIA: The manual published in terms of section 51 of the Promotion of Access to Information Act 2000 may be downloaded from here.