Waste Centric Terms and Conditions
Last updated on March 12th, 2022
All clauses in these Terms displayed inBOLDare provisions that limit the risk or liability of Waste Centric and constitute an assumption of risk or liability by you, impose an obligation on you to indemnify Waste Centric, or is an acknowledgment of a fact by you. Please read these clauses carefully before agreeing to these Terms.
Any reliance you place on any information on the Website or with the Services is strictly at your own risk. Waste Centric will not accept any responsibility for any loss whatsoever which may arise from reliance on information or materials published on the Website or with the Services. All information provided on the Website and with the Services is the Intellectual Property of Waste Centric and is subject to these Terms and applicable laws.
- “Account” means the account created by Users through which Users access the Website;
- “Additional Services” means such additional services offered by Waste Centric, in addition to the Services;
- “Application Services” means the services offered alongside the Software, this paired service being the Combined Solution;
- “Business Day” means any day excluding Saturday, Sunday and a public holiday in South Africa
- “Combined Solution” has the meaning set out in clause 8.1;
- “Documentation“ means any documentation, user manuals, any enhancements, modifications or upgrades thereto, which stipulates the usage guidelines, functional specifications, and/or limitations of the Services prepared, supplied and/or delivered by Waste Centric to the User pursuant to these Terms;
- “Fees” means the fees described in clause 11.1;
- “Improvements” means any adaptation, change, development, improvement, enhancement or modification to any aspect of the Services and/or its related Intellectual Property;
- “Independent Application Services Terms” means such Additional Terms applicable to the Application Services, available at Here
- “Intellectual Property” means all the rights to intellectual property, including (without limitation) all rights in and to any know-how, methodologies, patents, copyright, (including all copyright in any designs and computer programs), registered design, trademark, service marks, designs, design rights, source codes, inventions and trade secrets, and other intellectual property rights and rights of a similar character whether registered or capable of registration and all applications and rights to apply for the protection of any of the same anywhere in the world or other industrial or intellectual property rights, whether registered or not and whether or not capable of being registered and any application for any of the aforementioned;
- “Licence” means the license for the use of the Software by the User, as set out in clause 7;
- “Personal Information” means all information about a User that can be used to identify the User;
- “Prime Rate” means the rate of interest per annum, compounded monthly in arrears, at which Waste Centric’s bankers will lend from time to time on overdraft. Such rate of interest shall be ascertained, for the purpose of these Terms without any further necessity of proof by a certificate issued by any branch manager of Waste Centric’s bankers (whose appointment it shall not be necessary to prove);
- “Services” means the services supplied by Waste Centric to Users and as set out in clause 8, which includes the Software, Application Services and the Website;
- “SFDC” means SFDC Ireland Limited;
- “Software” means the cloud-based management system and centralized platform for the monitoring and management of all aspects related to various plants and facilities, which includes (without limitation) a waste management facility, licensed by Waste Centric to the User, as at the Signature Date, as well as any Improvements thereto;
- “Support” means support services provided by Waste Centric in response to an Incident being raised, related to the Services, as set out in clause 15;
- “Terms” means these terms in this legally binding agreement that regulate your use of the Services and our relationship with you;
- “User” and “you” means the person making use of the Services;
- “User Subscription” means a subscription for the Services;
- “VAT” means the value-added tax levied in terms of the Value Added Tax Act, 89 of 1991;
- “Waste Centric“, “us” and “we” means Waste Centric Proprietary Limited (company registration number 2021/443103/07), a private company incorporated in terms of the laws of the Republic of South Africa, with its physical address at BUILDING E, 2ND FLOOR Stoneridge Office park 8 Greenstone Place Greenstone Hill; email: Francois@wastecentric.com; and
- “Website” means http://wastecentric.com/, including all sub-domains.
- WHEN DO THESE TERMS APPLY?
- By using the Services you agree to be bound to the Terms as a User, to the extent that they are applicable to you.
- You may not access the Services (which includes this Website) if you do not agree with these Terms.
- We reserve the right to refuse any request for our Services without notice or reason.
- These Terms will also apply to any future services and interaction channels that may be made available by us unless stated otherwise.
- OTHER APPLICABLE TERMS
- CHANGES TO THESE TERMS
- We may change or add to these Terms, change or cancel the Services or offer new Services to you from time to time, change the Website from time to time, and change or remove the Website from time to time, at our discretion. We will notify you of any material changes via email which will contain a link to the updated terms or with a prominent notice on the Website. For continued use of the Services, you may be requested, from time to time, to accept new or amended versions of these Terms.
- We will give you 30 (thirty) calendar days’ notice of a material change to these Terms. Should you disagree with the changes made, you can discontinue using our Services.
- DURATION OF THESE TERMS
Simply, these Terms apply for as long as you use our Services, which shall include the period until any disputes have been settled in the event of any disputes arising from the use of the Services.
- Subject to the terms and conditions of these Terms and in return for the relevant Fee, Waste Centric hereby grants to the User a non-exclusive, non-sublicensable, non-transferable, subscription bearing license to access and use the Services by such number of User(s) subscribed and paid for, within the internal network of the User, in accordance with the Documentation and solely for internal business purposes.
- To avoid any doubt, all rights not expressly granted under this Agreement are reserved by Waste Centric and its licensors.
We offer the use of the Software with several associated Application Services to the
Software as a combined solution (“Combined Solution“). In general, the solution provides Users, being landfill owners and operators,
access to a cloud-based management system and centralized platform to monitor and manage
all aspects related to a plant or facility, which includes (without limitation):
- provision of detailed data and information gathered from a variety of capturing devices;
- an overview of an entire division/department’s performance;
- the ability to follow industry and other acceptable procedures and processes to ensure compliance with legislation;
- the ability for field users to capture and view data from a mobile device; and
- monitoring of key management processes, which includes (without limitation): site information, volume survey, equipment, financial and operational ‘Key Performance Indicators’, compliance processes, and inventory processes.
- For the avoidance of doubt, the Software will be offered with the related Application Services as a package, this being the Combined Solution offered to each User.
- The specific details about all our Services are available on the Website.
- The Application Services shall be subject to a User Subscription for continued use of the Application Services and which subscription will be provided to the User for execution alongside a relevant quotation for the Combined Solution.
- The term for a User Subscription (and each further renewal thereof) shall be for a period of 1 (one) year, provided that if the User requires any additional Application Service(s) (each being an “Add-On Subscription”), the term of each Add-On Subscription shall co-terminate with the term of such pre-existing User Subscription.
- Existing User Subscriptions (which includes the Combined Solution) shall automatically renew on each User Subscription’s anniversary date unless terminated by a User providing 60 (sixty) days prior written notice to Waste Centric at: Francois@wastecentric.com, or upon Waste Centric providing 30 (thirty) days prior written notice to the User via email or the User’s User Account.
- The Services are intended for 1 (one) User and should the User require access to the Services by more than 1 (one) authorized user, the User shall request such access from Waste Centric in writing. Waste Centric may in its sole discretion authorize such additional users to the Services on the terms and conditions set forth in these Terms and in the accepted new order and for the duration of the pre-existing (initial or renewal) subscription term. The User shall remain responsible for all Fees related to such additional subscription fees in full as of the month in which authorization is provided by Waste Centric.
- Additional Services may include training services, consulting services and services for the custom development of the Software, the specific details of which are available on the Website. The terms and conditions of such Additional Services shall be regulated by a separate agreement to be concluded between Waste Centric and the User.
As it pertains to the Services, its related Intellectual Property, and Documentation
(where applicable), the User undertakes not to, or attempt to:
- modify, adapt, copy, duplicate, create derivative works from, mirror, frame, re-publish, download, display, broadcast, transmit, or distribute all or any portion thereof in any form or media or by any means;
- modify, alter, or circumvent any security or protection mechanisms;
- remove, obscure or alter any proprietary reference to Waste Centric, which includes a copyright notice or any name, trade mark, tagline, hyperlink or other designation; or
- We offer the use of the Software with several associated Application Services to the Software as a combined solution (“Combined Solution“). In general, the solution provides Users, being landfill owners and operators, access to a cloud-based management system and centralized platform to monitor and manage all aspects related to a plant or facility, which includes (without limitation):
- decompile or disassemble any of the Services or reverse compile, reverse assemble or reverse engineer the Software from object code into source code or another human-readable format (or attempt to authorize or permit same) in any manner or for any purpose whatsoever.
- The Services and the offering by Waste Centric make use of the online, web-based platform services provided by SFDC (salesforce.com) and in terms of which, you hereby agree to and acknowledge that (“SFDC Terms”):
- the Embedded Edition Restriction as set out in clause XXX; and;
- the Independent Application Services Terms,
shall apply to you in addition to these Terms and are to the benefit of and enforceable against you by SFDC as a third-party beneficiary and Waste Centric.
- The information presented in the Services is not advised and should be used for informational purposes only. Any reliance on the information provided in the Services is at your own risk. Furthermore, it is entirely your responsibility to seek legal advice on the legal effect of the Services provided by us to you.
- The Application Services shall be used exclusively in combination with the Software.
- The Embedded Edition Restriction
The User may use the Services solely as part of the Combined Solution. The User may use the Services solely to use the functionality of the Combined Solution in the form it has been provided to the User by Waste Centric. Unless otherwise indicated in an order form via a User Subscription, the User may not use the Services to create or use custom objects beyond those that appear in the Combined Solution in the form that it has been provided to the User by Waste Centric. If the User’s access to the Combined Solution provides the User with access to any Services functionality within it that is in excess of the functionality described in the Combined Solution’s user guide (and/or any Documentation), the User agrees to not access or use such functionality. The User agrees that the User’s noncompliance with the terms set forth in this paragraph would be a material breach of the SFDC Terms (see clause 8.10) and these Terms.
- CANCELLATION AND SUSPENSION
- At any time, and without cause, we may cancel or suspend your Account or access to the Website and/or use of the Services in our sole discretion, without any liability if you are in breach of these Terms.
In addition, Waste Centric may cancel your Account, terminate these Terms, suspend Waste
Centric’s obligations if:
- we become aware of circumstances that lead us to believe that you will not perform your obligations required by these Terms;
- you have used the Website to breach the Intellectual Property rights of any third party;
- you have not used your Account or the Services for 3 (three) years and are therefore considered to be an inactive User; or
- you have suspended any payments due by you in terms of these Terms to us.
- Importantly, all our rights in respect of the confidentiality undertakings and our limitation of liability as set out below will survive the termination of these Terms.
- The termination of these Terms, for whatever reason, will not affect Waste Centric’s accrued rights and obligations as at the date of termination.
Upon termination of these Terms:
- you must make all reasonable efforts to delete all parts of the Services held by you in any format whatsoever;
- you must immediately cease all use of the Services;
- we will delete your Account and you will no longer be able to access any portion of the Website or Services that requires an Account;
- all amounts outstanding to Waste Centric shall become immediately due and payable, without demand or further notice of any kind, all of which are expressly waived by the User.
- The Services shall be rendered according to the Fees, and the current rate and any further terms thereof are available on the Website and/or shall be made available to a User via a quote or invoice to be presented by Waste Centric (alongside the User Subscription to be executed). In particular, the Fees shall be charged for the Combined Solution, made up of Fees related to the Licence and each User Subscription.
- Unless specified otherwise, the Fees will be specified on the Website as exclusive of applicable taxes, including VAT, unless stated otherwise. To the extent allowed under applicable laws, the User is responsible for any applicable taxes, whether they are listed on the transaction documents or not.
- The Fees may change from time to time, subject to us giving you 30 (thirty) calendar days’ notice of such change, however, changes to the Fees will not apply to Services already purchased.
- Payment: Payment of the Fees is required before you can use the Services. You warrant that you are authorized to use the relevant billing details provided when paying the Fees, and we reserve the right to terminate any Service if you are not authorized to use such details. You must ensure that there are enough funds to cover the Fees when they are billed, and you acknowledge that Waste Centric will not be liable for any overdraft fees that you might incur.
- Third-party payment gateway: Users agree to adhere to the terms and conditions stipulated by any third-party payment gateway that may be used by us and agree to pay any fees that may be charged by such third party.
- Under no circumstances will Waste Centric be responsible for any fees incurred by you to SFDC or any other third parties.
Making payment: Fees can be paid via:
- Electronic Funds Transfer into a bank account, the details of which will be communicated to the User upon purchasing the Services; or
- card payment, in terms of which, you will be directed to a third-party payment gateway to provide your credit card or other payment information via a secure connection, and
- Making payment: Fees can be paid via:
Waste Centric will not have access to your credit card or payment information.
- Transaction records: we will make all documentation relating to transactions between you and us available to you on your Account and via email.
- Failed purchase: should pay for the Fees be unsuccessful, the User will be notified of this and will be able to attend to payment again. In the event of a failed purchase, the User will be unable to access the Services until the Fees have been successfully paid. If the Fees remain unpaid, Waste Centric reserves the right to terminate your access to the Services and shall notify you of such termination via email.
- Additional charges: if you cancel a payment by giving instruction to your bank to return your funds, and they do so, or your billing details provided are no longer valid, you will be liable to us for any penalty which we incur to that bank or other payment processor.
- Overdue Charges: Notwithstanding Waste Centric’s right to terminate these Terms as set out herein, in the event that any amount payable by the User in terms of these Terms is not paid within 30 (thirty) calendar days of the due date therefor, the User shall, at the discretion of Waste Centric, be liable for interest on the amount due at Prime Rate plus 2% (two percent), per month from the date of default and which interest shall be calculated and capitalised on the same day of each month, in arrears, on the amounts due until the default has been remedied in full by the User.
- Foreign currency: If the Fees are described in a different currency to that which you use, you accept all risk for any currency fluctuations, and you undertake to pay the Fees in full in our stated currency. You similarly undertake to pay any levy that may arise because of the currencies differing.
- Given the nature of the Services, we do not generally offer a refund or credit on Fees once you have used the Services unless required under applicable consumer protection laws.
Dissatisfaction with the Services:
- If you have used the Services and are dissatisfied with them and would like to request a refund or credit on your Fees, you must contact us at Francois@wastecentric.com within 7 (seven) calendar days of making payment of the Fees.
- Waste Centric will assess all requests on their merits, considering the digital nature of the Services, the types of problems you encountered and your use of the Services.
- Refunds in terms of this clause 13.3 will be granted at the sole discretion of Waste Centric, taking all circumstances into account.
- Subject to applicable consumer protection laws and where it is already stipulated that a penalty will not be applicable, Waste Centric is entitled to charge a reasonable penalty fee for any cancellations, which at the discretion of Waste Centric, maybe a minimum of 25% (twenty-five percent) of the amount payable under an annual User Subscription for which the User registered for.
- All refunds granted will be paid to the User’s payment card used for making payment of the Fees within 30 (thirty) calendar days of the refund being granted.
- We may, at our discretion, make promotional codes available to you, providing free trials or a discounted fee.
- The promotional codes will be distributed for free by us and will be strictly enforced regarding any expiry date linked to such promotional code and other terms that may apply to the promotional code.
Waste Centric provides trial subscriptions based on these Terms, and in particular, the
- trial subscriptions shall not exceed 30 (thirty) days, after which period, your access to the relevant Services or version thereof shall be terminated;
- Waste Centric is under no obligation to store any information or data built up by your use of the free trial subscription;
- You may be required to agree to additional trial terms and conditions, which shall be made available to you prior to commencement of your free trial subscription and any such additional terms and conditions are incorporated into these Terms by reference and are legally binding on you; and
For purposes of this clause 15, the following terms shall bear the following meanings:
- “Agreed Standard Hours” means 08h00 – 17h00 CAT on Business Days;
- “Force Majeure Events” means an event as described in clause 25;
- “Incident” means a fault, error or failure of the Services, reportable to Waste Centric and which will require the Company to render Support;
- “Off-Peak Hours” means 19h00 – 06h00 on Business Days, and all hours on non-Business Days; and
- “Scheduled Maintenance” means scheduled maintenance of the Services so as to ensure its optimal functionality.
- Waste Centric will provide telephonic, web-based and email support services (“Support“) so as to resolve an Incident, during Agreed Standard Hours.
- Waste Centric is the sole designated source for Support.
- Waste Centric will only be required to render Support if an Incident has been reported by means of informing the following contact person and providing sufficient information describing the Incident:
- For purposes of this clause 15, the following terms shall bear the following meanings:
- Waste Centric shall respond to an Incident reported in the correct manner, as set out in clause 15.4, within 1 (one) Business Day and shall apply commercially reasonable efforts to resolving an Incident, however, Waste Centric is unable to provide guaranteed ‘target resolution times’ due to the varying nature and causes of Incidents. For instance, it may be possible to resolve a ‘high priority Incident’ in minutes, simply by restarting the server, but if a server fails due to disk error or a hardware fault (which can be classified as a ‘high priority Incident’) it may take much longer to get the server to an operational state. In all cases, Waste Centric will provide its best efforts to resolve Incidents as quickly as possible and may provide frequent progress reports to the User.
- Further to clause 15.5 the provision of the Application Services is subject to platforms and services of third parties, which includes SFDC. As such, Waste Centric does not represent or warrant that the Support or an Incident’s resolution will be subject to any service level or standard or any specified resolve time, irrespective of whether such resolve time has been communicated to the User or not.
Waste Centric and its third party providers undertake to maintain the Services, so as to ensure
its optimal performance, on the following terms and conditions:
- Waste Centric will endeavour to carry out Scheduled Maintenance during Off-Peak Hours, in terms of which, Waste Centric will provide the User with 36 (thirty six) hours’ written notice of any Scheduled Maintenance, during which the Services will not be available; and
Waste Centric shall use commercially reasonable endeavours to make the Services continuously
available during Peak Hours, except for:
- necessary unscheduled maintenance in response to a reported Incident;
- Force Majeure Events; or
- problems caused by the User using the Services in a manner that contravenes these Terms or the Documentation.
The Support shall be limited to the commercially reasonable functioning of the Services and as
set out in this clause 15 and shall not extend to (unless Waste Centric agrees otherwise, in its
- Services made available to a User by means of promotional events, as per clause 14 and which includes, without limitation, free trials; or
- support related to any network access, which includes (without limitation) acquiring, installing and maintaining all telecommunications equipment, hardware, software and other equipment as may be necessary to connect to, access and use the Services.
- YOUR ACCOUNT AND INFORMATION
- In order to access the Services, you must create an Account by providing your Personal Information to Waste Centric.
- By creating an Account, you acknowledge and agree that all information provided to Waste Centric, including the Personal Information, is your own, is accurate and has not been tampered with.
- You are solely responsible for the safekeeping of your Account access credentials. This means that should anyone enter your Account access credentials (whether that be you, or anyone else), we assume that the person using the Website or Services is you.
- You are not allowed to share your Account with other Users. Only you may use your Account to access the Website and Services and you may only use your Account and the Services for your own personal purposes. You are strictly prohibited from sub-licensing or commercially exploiting your Account or the Services.
- It is in your interests to familiarise yourself with our security requirements, guidelines and procedures communicated by us from time to time and follow these carefully.
- You must inform us immediately if there has been, or if you suspect, any breach of security, confidentiality or of your Account, and update your Account access credentials.
- CHANGES TO THE SERVICES
- Waste Centric shall inform Users of any material changes to the Services by manner of email or prominent notice on the Website. Continued use of the Website after this notice has been displayed shall be deemed as your acceptance of the changes.
- Should any changes to the Services result in a User having less functionality from the Services, the notice will be sent 30 (thirty) calendar days before any such changes take place, unless prior notice is not reasonably possible in the circumstances.
- ACCEPTABLE USE POLICY
- The Services are made available for the personal and internal business use of the User only and may not be sub-licensed to any other user, without the written permission of Waste Centric.
- Some devices may not support the use of our Website. It is your responsibility to keep your device(s) updated and/or in a condition for them to support the use of our Website, including internet access capabilities.
- The use of our Services may be restricted to certain geographical areas. It is your responsibility to determine whether your location is supported by our Services before incurring any liability to us as we will not be liable for any loss that you may incur because of our Services not being supported in your location.
You must respect our Services and our Intellectual Property in utmost good faith and use
it only as we intend it to be used. Any use by you of our Services that violates this
undertaking can result in us terminating your use of our Services. We will be the sole
judge of what constitutes a violation of your undertaking to use our Services, but these
will likely be good grounds:
- copying or distributing any of the content on our Website or the Services or provided in a seminar without our explicit consent to do so;
- providing any untrue or incorrect information to us;
- changing, modifying, copying, decompiling, circumventing, disabling, tampering with or any part of our Website or the Services, including the security features or reverse-engineering our Website or the Services;
- infecting our Website or the Services with any software, malware or code that may infect, damage, delay or impede the operation of our Website or the Services or which may intercept, alter or interfere with any data generated by or received through our Website or the Services;
- using malicious search technology, including, but not limited to, spiders and crawlers;
- deep linking to any pages of our Website or the Services or engaging in any other conduct in a way to suggest that you are the owner of any Intellectual Property in our Services;
- allowing any third party to use your Account in any manner other than as permitted by these Terms; or
- using the interactive sections of our Website or the Services to post any material which, in our discretion, is false, defamatory, inaccurate, abusive, vulgar, hateful, harassing, obscene, profane, sexually-oriented, threatening, invasive of a person’s privacy, or otherwise violates any laws.
- ELECTRONIC MESSAGES AND COMMUNICATION
- We will primarily use email and electronic notices on the Website as our communication tool for all communications relating to our Services or these Terms. This may also include the use of SMS (short message services), registered mail or telephone.
- Please note that by accepting these Terms and using our Services, you acknowledge that we may use your personal contact information provided by you for communicating with you via electronic messages and communication in terms of applicable data protection laws, including the Protection of Personal Information Act, 4 of 2013 and the General Data Protection Regulation ((EU) 2016/679). This includes us sending you direct marketing communications. You can opt-out from receiving further direct marketing messages at any point in time.
- THIRD-PARTY SITES
- We may provide certain hyperlinks to third party websites or apps only for your convenience, and the inclusion of any hyperlinks or any advertisement of any third party on our Website or the Services does not imply endorsement by us of their websites or apps, their products, business or security practices or any association with its operators.
- If you access and use any third-party websites, apps, products, services, and/or business, you do that solely at your own risk.
- INTELLECTUAL PROPERTY RIGHTS
- You acknowledge and agree that all right, title and interest in, and to, the Software and Services (and any Improvements) and all related Intellectual Property (including but not limited to any copyright, trademark, design, logo, process, practice, or methodology which forms part of, or is displayed or used on the Services including, without limitation, any graphics, logos, designs text, button icons, images, audio clips, digital downloads, data compilations, page headers and software) is proprietary to us or the respective owner(s)’ property and will remain our or the owner’s property at all times.
- You agree that you will not acquire any rights of any nature in respect of that Intellectual Property by using our Services.
- To the extent that it may be necessary, the User hereby assigns any rights, title and interest in any Intellectual Property necessary to give effect to clause 21.1 to Waste Centric and shall provide its reasonable assistance to enable such assignment.
- All rights in and to the Software and Services not expressly granted to the User in terms of these Terms shall remain reserved to Waste Centric.
- WARRANTIES AND REPRESENTATIONS
Subject to applicable laws:
- we give no guarantee of any kind concerning the content or quality of our Services or the Support and our Services are not to be considered as advice of any kind;
- we provide the Services “as is” and do not give any warranty (express or implied) or make any representation that our Services will operate error free or without interruption or that any errors will be corrected or that the content is complete, accurate, up to date, fit for a particular purpose or as it relates to merchantability;
- we make no representations to you, either express or implied, and we will have no liability or responsibility for the proper performance of the Services and/or the information, images or audio contained on the Website. Our Services are used at your own risk; and
- we provide no guarantee or warrant that the Application Services will be available indefinitely;
- you warrant to and in favour of us that:
- you have the legal capacity to agree to and be bound by these Terms; and/or
- you are 18 (eighteen) years or older;
- you are responsible for all use of your Account and Services and warrant that you shall take commercially reasonable steps to prevent unauthorized access to the Services by any third parties and revoke access to the Services by any persons no longer employed by or authorized to access the Services by the User;
- you bear the sole responsibility for your internet connection, and acknowledge that Waste Centric shall not be responsible for any harm, loss or damages resulting from any limitations, delays or other problems that may result as a result of an error with internet connectivity; and
- these Terms constitute a contract valid and binding on you and enforceable against you;
- each of the warranties given by you will:
- be a separate warranty and will in no way be limited or restricted by inference from the terms of any other warranty or by any other words in these Terms;
- continue and remain in force irrespective of whether these Terms are active, suspended, or canceled; and
- be deemed to be material;
- except as expressly provided herein, Waste Centric does not make any representation or warranty of any kind whether express, implied, statutory or otherwise.
- LIMITED LIABILITIES
- To be clear:
- we will not be liable for any loss (which includes, without limitation, costs, claims, damages, penalties, actions, judgments, suits, expenses, disbursements, fines or other amounts) arising from your use of the Services or any reliance on the information presented on the Website or in the Services or provided by Waste Centric as part of the Services or Support;
- we will not be liable to you for any loss caused by using our Services, or due to the Support, or your liability to any third party arising from those subjects. This includes but is not limited to:
- any interruption, malfunction, downtime, off-line situation or another failure of the Services, system, databases or any of its components;
- any loss or damage regarding your data or other data directly or indirectly caused by malfunction of the Services; and
- any third-party systems whatsoever, power failures, unlawful access to or theft of data, computer viruses or destructive code in the Services, or third-party systems or programming defects;
- we will not be liable if any material available for downloading from the Services is not free from infection, viruses and/or other code that has contaminating or destructive properties;
- the Services may include inaccuracies or typos – in such instances, we can’t be held liable and can’t be forced to comply with offers that are genuinely (and/or negligently) erroneous;
- we are not responsible for the proper and/or complete transmission of the information contained in any electronic communication or of the electronic communication itself nor for any delay in its delivery or receipt. Security measures have been implemented to ensure the safety and integrity of our Services. However, despite this, information that is transmitted over the internet may be susceptible to unlawful access and monitoring; and
- finally, our limited liability applies to all and any kind of loss which we can possibly contract out of under law, including direct, indirect, consequential, special or other kinds of losses or claims which you may suffer.
- If any matter results in a valid claim against Waste Centric, Waste Centric’s liability will be limited to the Fees paid by the User in respect of the Services supplied under these Terms for a 1 (one) month period.
You shall indemnify, defend and hold us (including our shareholders, directors and employees, in whose favour this constitutes a stipulation capable of acceptance in writing at any time), our affiliates and their employees and suppliers harmless from any and all third party claims, any, actions, suits, proceedings, penalties, judgments, disbursements, fines, costs, expenses, damages (including, without limitation, indirect, extrinsic, special, penal, punitive, exemplary or consequential loss or damage of any kind) and liabilities, including reasonable attorneys’ fees, whether directly or indirectly arising out of, relating to, or resulting from negligence, intent, breach of these Terms or violation of applicable law, rule, regulation by a party or its affiliates, or their respective owners, officers, directors, employees, or representatives or any other action or omission of any nature.
- FORCE MAJEURE
Except for the obligation to pay monies due and owing, neither you nor we shall be liable if either of us cannot perform in terms of any agreed terms due to reasons beyond our control. This includes, without limitation, lightning, flooding, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes, acts or omissions of persons for which we are not responsible, pandemics and acts of government or other competent authorities (including telecommunications and internet service providers).
- Any dispute which arises out of or pursuant to these Terms (other than where an interdict is sought, or urgent relief may be obtained from a court of competent jurisdiction) shall be submitted to and decided by arbitration in accordance with the arbitration rules and legislation for the time being in force in the Republic of South Africa.
- The parties shall jointly appoint an arbitrator within 14 (fourteen) calendar days of either party demanding arbitration from the other Party, failing which either party shall be entitled to approach the Secretariat of the Arbitration Foundation of South Africa (“AFSA“) to recommend an arbitrator to preside over the arbitration proceedings, which recommendation will immediately be deemed to have been accepted by the parties as soon as such recommendation is made to either party and the arbitration process may immediately commence.
- Unless otherwise agreed, the rules of Commercial Arbitration as stipulated by AFSA will apply to such arbitration.
That arbitration shall be held:
- with only the parties and their representatives present;
- at Johannesburg.
- The provisions of this clause 26 are severable from the rest of these Terms and shall remain in effect even if these Terms are terminated for any reason.
- The arbitrator’s award shall be final and binding on the Parties and incapable of appeal.
- LEGAL DISCLOSURE
- Website owner: Waste Centric Proprietary Limited, company registration number 2021/443103/07.
- Legal status: Waste Centric is a private company, duly incorporated in terms of the applicable laws of the Republic of South Africa.
- Directors: Shmueli Maman and Francois Alberts.
- Description of the main business of Waste Centric: Software application – cloud-based management system, providing owners and operators of various plants and facilities (such as, without limitation, Waste management facilities) a centralized platform to monitor and manage all aspects related to a facility.
- Email address: email@example.comfirstname.lastname@example.org.
- Website address: http://wastecentric.com/.
- Physical address: BUILDING E, 2ND FLOOR Stoneridge Office park 8 Greenstone Place Greenstone Hill
- Registered address: BUILDING E, 2ND FLOOR Stoneridge Office park 8 Greenstone Place Greenstone Hill
- Postal address: BUILDING E, 2ND FLOOR Stoneridge Office park 8 Greenstone Place Greenstone Hill
- Suspension of the Website: we may temporarily suspend the Website for any reason, including repairs or upgrades to the Website or other systems. Waste Centric will take reasonable efforts to notify Users of such suspensions in advance.
- Entire agreement: these Terms constitute the whole agreement between the parties relating to the subject matter of these Terms and supersedes any other discussions, agreements and/or understandings regarding the subject matter of these Terms.
- Confidentiality: neither party shall disclose any confidential information to any third party without the prior written approval of the other party, unless required by law.
- Law and jurisdiction: these Terms and all obligations connected to them or arising from them shall be governed and interpreted in terms of the laws of the Republic of South Africa. Each party submits to the jurisdiction of the South African courts.
- Good faith: the parties shall in their dealings with each other display good faith.
- Breach: if either party to these Terms breaches any material provision or term of these Terms and fails to remedy such breach within 14 (fourteen) calendar days of receipt of written notice requiring it to do so then the aggrieved party shall be entitled without notice, in addition to any other remedy available to it at law or under these Terms (including obtaining an interdict), to cancel these Terms or to claim specific performance of any obligation whether or not the due date for performance has arrived, in either event without prejudice to the aggrieved party’s right to claim damages.
- No waiver: the failure of Waste Centric to insist upon or enforce strict performance by the User of any provision of these Terms, or to exercise any right under these Terms, shall not be construed as a waiver or relinquishment of Waste Centric’s right to enforce any such provision or right in any other instance.
- No assignment: the User will not be entitled to cede its rights or delegate its obligations in terms of these Terms without the express prior written consent of Waste Centric.
- Relationship between the parties: the parties agree that neither party is a partner or agent of the other party and neither party will have any right, power, or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party.
- No representation: to the extent permissible by law, no party shall be bound by any express or implied or tacit term, representation, warranty, promise or the like not recorded herein, whether it induced the contract and/or whether it was negligent or not.
- Severability: any provision in these Terms which is or may become illegal, invalid, or unenforceable shall be ineffective to the extent of such prohibition or unenforceability and shall be severed from the balance of these Terms, without invalidating the remaining provisions of these Terms.
- No stipulation: no part of these Terms shall constitute a stipulation in favor of any person who is not a party to these Terms unless the provision in question expressly provides that it does constitute such a stipulation.
- Waste Centric selects its physical address and email address recorded in clause 27 for the service of all formal notices and legal processes in connection with these Terms, which may be updated from time to time by updating these Terms.
- You hereby select the email address specified in your Account as your address for service of all formal notices and legal processes in connection with these Terms, which may be changed by providing Waste Centric with 7 (seven) calendar days’ notice in writing.
- Service via email shall be accepted in all cases where notice is required unless alternative service is required by law. Service via email is deemed to be received at the time and day of sending.