- ACCOUNTINGSOFTWARE.AFRICA ACCOUNTS
Section 1 discusses what you must agree to before using the Site or Site Services and the different types of accounts that can be created on the Site, as detailed below.
1.1 REGISTRATION AND ACCEPTANCE
By registering for an account to use the Site or Site Services (an “Account”), by using the Site or Site Services after the Effective Date if you had an Account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to abide by this Agreement and the other Terms of Service.
1.2 ACCOUNT ELIGIBILITY
AccountingSoftware.Africa offers the Site and Site Services for your business purposes only and not for personal, household, or consumer use. To register for an Account or use the Site and Site Services, you must, and hereby represent that you: (a) are an employee or agent of and authorized to act for and bind an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); (b) will use the Site and Site Services for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and the provision of Vendor Services; and (d) are either a legal entity or an individual who is 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) in each case who can form legally binding contracts.
1.3 ACCOUNT PROFILE
To register for an Account to join the Site, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, to be shown to the public. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading.
1.4 ACCOUNT TYPES
As described in this Section, there are a number of different Account types. Once you register for one Account type, you can add the other Account types under the same username and password. For example, if you already have a Vendor Account (defined below), you can add a Client Account (defined below) as a separate account type in settings without re-registering. You agree not to have or register for more than one Account without express written permission from us. We reserve the right to revoke the privileges of the Account or access to or use of the Site or Site Services, and those of any and all linked Accounts without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile or Account.
1.4.1 CLIENT ACCOUNT
You can register for an Account or add an Account type to use the Site and Site Services as a Client (a “Client Account”). Each User under a Client Account (“Team Member”) can be given different permissions to act on behalf of the Client Account.
1.4.2 VENDOR, AGENCY, AND AGENCY MEMBER ACCOUNT
Vendor: You can register for an Account or add an Account type to use the Site and Site Services as a Vendor (a “Vendor Account”).
Agency and Agency Member: A specific type of Vendor Account you can add is an “Agency Account”, the owner of which is referred to as an “Agency”. An Agency Account allows permissions to be granted to Users under the Agency Account which can be given different permissions to act on behalf of the Agency (each, an “Agency Member”).
You acknowledge and agree that the Agency is solely responsible, and assumes all liability, for: (a) the classification of your Agency Members as employees or independent contractors; and (b) paying your Agency Members in accordance with applicable law for work performed on behalf of the Agency for Projects. You further acknowledge and agree that (i) the Agency may determine the Profile visibility and pricing/rate information of any of its Agency Members; and (ii) Agency Members’ Profiles may display work history that includes work done under the Agency Account, including after the Agency Member is no longer an Agency Member.
1.5 ACCOUNT PERMISSIONS
You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf of your business. By granting other Users permissions under your Account, including as a Team Member or Agency Member, you represent and warrant that: (a) the User is authorized to act on your behalf; and (b) you are fully responsible and liable for the User’s acts and omissions, including for obligations and liabilities relating to making payments and entering into Service Contracts and the Terms of Service. If any such User violates the Terms of Service, it may affect your ability to use the Site and Site Services. Upon closure of an Account, AccountingSoftware.Africa may close any or all related Accounts.
1.6 IDENTITY AND LOCATION VERIFICATION
When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on AccountingSoftware.Africa. You authorize AccountingSoftware.Africa, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business, which includes, but is not limited to, providing official government or legal documents. During verification some Account features may be temporarily limited. When a verification is successfully completed, Account features will be restored.
1.7 USERNAMES AND PASSWORDS
Each person who uses the Site must register for their own Account. When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password. You agree not to share your username or password with any person, and, if you are a legal entity who is not a natural person, to only share your username and password with a person who is authorized to use your Account. You authorize AccountingSoftware.Africa to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Site if (a) you are not authorized to use both or (b) the use would violate the Terms of Service.
- PURPOSE OF ACCOUNTINGSOFTWARE.AFRICA
Section 2 discusses what AccountingSoftware.Africadoes and does not do when providing the Site and Site Services and some of your responsibilities when using the Site to find or enter into a Service Contract with a Vendor or Client, as detailed below.
The Site is a marketplace where Clients and Vendors can identify each other and advertise, buy, and sell Vendor Services online. Subject to the Terms of Service, AccountingSoftware.Africa provides the Site Services to Users, including hosting and maintaining the Site, facilitating the formation of Service Contracts, and assisting Users in resolving disputes which may arise in connection with those Service Contracts. When a User enters a Service Contract, the User uses the Site to invoice and pay any amounts owed under the Service Contract.
2.1 RELATIONSHIP WITH ACCOUNTINGSOFTWARE.AFRICA
AccountingSoftware.Africa merely makes the Site and Site Services available to enable Vendors and Clients to find and transact directly with each other. AccountingSoftware.Africa does not introduce Vendors to Clients, find Projects for Vendors, or find Vendors for Clients. Through the Site and Site Services, Vendors may be notified of Clients that may be seeking the services they offer, and Clients may be notified of Vendors that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Project, Client or Vendor on their own. If Users decide to enter into a Service Contract, the Service Contract is directly between the Users and AccountingSoftware.Africa is not a party to that Service Contract.
You acknowledge, agree, and understand that AccountingSoftware.Africa is not a party to the relationship or any dealings between Client and Vendor. Without limitation, Users are solely responsible for: (a) ensuring the accuracy and legality of any User Content; (b) determining the suitability of other Users for a Service Contract (such as any interviews, vetting, background checks, or similar actions); (c) negotiating, agreeing to, and executing any terms or conditions of Service Contracts; (d) performing Vendor Services; and/or (e) paying for Vendor Services. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Service Contract with another User and for verifying any information about another User, including Composite Information (defined below). AccountingSoftware.Africa does not make any representations about or guarantee the truth or accuracy of any Vendor’s or Client’s listings or other User Content on the Site; does not verify any feedback or information provided by Users about Vendors or Clients; and does not perform background checks on or guarantee the work of Vendors or Clients. You acknowledge, agree, and understand that AccountingSoftware.Africa does not, in any way, supervise, direct, control, or evaluate Vendors or their work and is not responsible for any Project, Project terms or Work Product. AccountingSoftware.Africa makes no representations about and does not guarantee, and you agree not to hold AccountingSoftware.Africa responsible for, the quality, safety, or legality of Vendor Services; the qualifications, background, or identities of Users; the ability of Vendors to deliver Vendor Services; the ability of Clients to pay for Vendor Services; User Content and statements or posts made by Users; or the ability or willingness of a Client or Vendor to actually complete a transaction. While AccountingSoftware.Africa may provide certain badges on Vendor or Client profiles, such badges are not a guarantee or warranty of quality or ability or willingness of the badged Vendor or Client to complete a Service Contract and is not a guarantee of any kind, including, the quality of Vendor Services or Client Project.
You also acknowledge, agree, and understand that Vendors are solely responsible for determining, and have the sole right to determine, which Projects to accept; the time, place, manner, and means of providing any Vendor Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. You further acknowledge, agree, and understand that: (i) you are not an employee of AccountingSoftware.Africa, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) AccountingSoftware.Africa will not have any liability or obligations, including under or related to Service Contracts and/or Vendor Services for any acts or omissions by you or other Users; (iii) AccountingSoftware.Africa does not, in any way, supervise, direct, or control any Vendor or VendorServices; does not impose quality standards or a deadline for completion of any Vendor Services; and does not dictate the performance, methods or process Vendor uses to perform services; (iv) Vendor is free to determine when and if to perform Vendor Services, including the days worked and time periods of work, and AccountingSoftware.Africa does not set or have any control over Vendor’s pricing, work hours, work schedules, or work location, nor is AccountingSoftware.Africa involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Vendor for a Project; (v) Vendor will be paid at such times and amounts as agreed with a Client in a given Service Contract, and AccountingSoftware.Africa does not, in any way, provide or guarantee Vendor a regular salary or any minimum, regular payment; (vi) AccountingSoftware.Africa does not provide Vendors with training or any equipment, labor, tools, or materials related to any Service Contract; (vii) AccountingSoftware.Africa does not provide the premises at which Vendors will perform the work. Vendors are free to use subcontractors or employees to perform Vendor Services and may delegate work on fixed-price contracts or by agreeing with their Clients to have hourly contracts for Vendor’s subcontractor(s) or employee(s); and (viii) AccountingSoftware.Africa does not provide shipping services for any physical Work Product. If a Vendor uses subcontractors or employees, Vendor further agrees and acknowledges that this Section applies to AccountingSoftware.Africa’s relationship, if any, with Vendor’s subcontractors and employees as well and Vendor is solely responsible for Vendor’s subcontractors and employees.
Without limiting the foregoing paragraph, if you are an Agency or Agency Member, you expressly acknowledge, agree, and understand that: (1) the Agency is solely responsible for paying its Agency Members for work performed on behalf of the Agency and that such payments will not be made through the Site; (2) AccountingSoftware.Africa is not a party to any agreement between the Agency and its Agency Members and does not have any liability or obligations under or related to any such agreement, even if the Agency or Agency Member defaults; (3) neither Agencies nor Agency Members are employees or agents of AccountingSoftware.Africa; (4) AccountingSoftware.Africa does not, in any way, supervise, direct, or control the Agency or Agency Members; (5) AccountingSoftware.Africa does not set Agencies’ or Agency Members’ contract terms amongst themselves or with Clients (including determining whether the contract will be hourly or fixed price), fees, pricing, work hours, work schedules, or location of work; (6) AccountingSoftware.Africa does not provide Agencies or Agency Members with training or any equipment, labor, tools, or materials needed for any Service Contract; (7) AccountingSoftware.Africa does not provide the premises at which the Agency or Agency Members will perform the work; and (8) AccountingSoftware.Africa makes no representations as to the reliability, capability, or qualifications of any Agency or Agency Member or the ability or willingness of any Agency to make payments to or fulfill any other obligations to Agency Members, and AccountingSoftware.Africa disclaims any and all liability relating thereto.
Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any User from engaging in any other business activities or providing any services through any other channels they choose, provided, if applicable, Users comply with the Opt Out provisions described in Section 7. Users are free at all times to engage in such other business activities and services and are encouraged to do so.
2.2 TAXES AND BENEFITS
Vendor acknowledges and agrees that Vendor is solely responsible (a) for all tax liability associated with payments received from Vendor’s Clients and through AccountingSoftware.Africa, and that AccountingSoftware.Africa will not withhold any taxes from payments to Vendor; (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Vendor is not covered by or eligible for any insurance from AccountingSoftware.Africa; (c) for determining whether Vendor is required by applicable law to issue any particular invoices for the Vendor Fees and for issuing any invoices so required; (d) for determining whether Vendor is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Vendor Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate; and (e) if outside of the United States, for determining if AccountingSoftware.Africa is required by applicable law to withhold any amount of the Vendor Fees and for notifying AccountingSoftware.Africa of any such requirement and indemnifying AccountingSoftware.Africa for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of AccountingSoftware.Africa,Vendor agrees to promptly cooperate with AccountingSoftware.Africa and provide copies of Vendor’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Vendor is engaging in an independent business as represented to AccountingSoftware.Africa.
2.3 MARKETPLACE FEEDBACK AND USER CONTENT
You hereby acknowledge and agree that Users publish and request AccountingSoftware.Africa to publish on their behalf information on the Site about the User, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that Vendors or Clients voluntarily submit to AccountingSoftware.Africa and does not constitute and will not be construed as an introduction, endorsement, or recommendation by AccountingSoftware.Africa; AccountingSoftware.Africa provides such information solely for the convenience of Users.
You acknowledge and agree that User feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that AccountingSoftware.Africa post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, including your Job Success Score, wherever referenced, and other User Content highlighted by AccountingSoftware.Africa on the Site or otherwise (“Composite Information”), if any, may include User comments, User ratings, indicators of User satisfaction, and other feedback left exclusively by other Users. You further acknowledge and agree that AccountingSoftware.Africa will make Composite Information available to other Users, including composite or compiled feedback. AccountingSoftware.Africa provides its feedback system as a means through which Users can share their opinions of other Users publicly, and AccountingSoftware.Africa does not monitor, influence, contribute to or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the business advertised in the Profile and not to any individual person. You agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.
AccountingSoftware.Africa does not generally investigate any remarks posted by Users or other User Content for accuracy or reliability and does not guarantee that User Content is accurate. You are solely responsible for your User Content, including the accuracy of any User Content, and are solely responsible for any legal action that may be instituted by other Users or third parties as a result of or in connection with your User Content. AccountingSoftware.Africa is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, AccountingSoftware.Africa reserves the right (but is under no obligation) to remove posted feedback or information that, in AccountingSoftware.Africa’s sole judgment, violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of AccountingSoftware.Africa. You acknowledge and agree that you will notify AccountingSoftware.Africa of any error or inaccurate statement in your feedback results, including the Composite Information, and that if you do not do so, AccountingSoftware.Africa may rely on the accuracy of such information.
- CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND VENDOR
Section 3 discusses the relationship you may decide to enter into with another User, including Service Contracts between Users, as detailed below.
3.1 SERVICE CONTRACTS
If a Client and Vendor decide to enter into a Service Contract, the Service Contract is a contractual relationship directly between the Client and Vendor. Client and Vendor have complete discretion both with regard to whether to enter into a Service Contract with each other and with regard to the terms of any Service Contract. You acknowledge, agree, and understand that AccountingSoftware.Africa is not a party to any Service Contract, that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between AccountingSoftware.Africa and any User or a partnership or joint venture between AccountingSoftware.Africa and any User.
With respect to any Service Contract, Clients and Vendors may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand AccountingSoftware.Africa’s rights and obligations under the Terms of Service, including this Agreement and the applicable Escrow Instructions. The parties to a Service Contract can, if the parties prefer, agree to the Optional Service Contract Terms whole or in part, in addition to or instead of other such agreements. Only to the extent that they have not entered into another agreement or terms with respect to a Service Contract, the parties to a Service Contract agree that the Optional Service Contract Terms apply to their Service Contract.
The Optional Service Contract Terms are provided as a sample only and may not be appropriate for all jurisdictions or all contracts. Users are responsible for complying with any local requirements, including applicable laws, rules, and regulations. AccountingSoftware.Africa does not assume any responsibility for any consequence of using the Optional Service Contract Terms. The Optional Service Contract Terms are not intended to and do not (a) constitute legal advice, (b) create an attorney-client relationship, or (c) constitute advertising or a solicitation of any type. Each situation is highly fact-specific and requirements vary by situation and jurisdiction and therefore any party should seek legal advice from a licensed attorney in the relevant jurisdictions. AccountingSoftware.Africa expressly disclaims any and all liability with respect to actions or omissions based on the Optional Service Contract Terms.
3.2 DISPUTES AMONG USERS
For disputes arising between Clients and Vendors, you agree to abide by the dispute process that is explained in the Escrow Instructions that apply to your particular Service Contract. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that AccountingSoftware.Africa will not and is not obligated to provide any dispute assistance beyond what is provided in the Escrow Instructions.
If Vendor or Client intends to obtain an order from any arbitrator or any court that might direct AccountingSoftware.Africa, AccountingSoftware.Africa Escrow, or our Affiliates to take or refrain from taking any action with respect to an Escrow Account, that party will (a) give us at least five business days’ prior notice of the hearing; (b) include in any such order a provision that, as a precondition to obligation affecting AccountingSoftware.Africa or AccountingSoftware.Africa Escrow, we be paid in full for any amounts to which we would otherwise be entitled; and (c) be paid for the reasonable value of the services to be rendered pursuant to such order.
3.3 CONFIDENTIAL INFORMATION
Users may agree to any terms they deem appropriate with respect to confidentiality, including those set forth in the Optional Service Contract Terms. If and to the extent that the Users do not articulate any different agreement with regard to confidentiality, then they agree that this Section 3.3 (Confidential Information) applies.
To the extent a User provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.
- WORKER CLASSIFICATION AND ACCOUNTINGSOFTWARE.AFRICA PAYROLL
Section 4 discusses what you agree to concerning whether a Vendor is an employee or independent contractor and when you agree to use AccountingSoftware.Africa Payroll, as detailed below.
4.1 WORKER CLASSIFICATION
Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between AccountingSoftware.Africa and a User.
Client is solely responsible for and has complete discretion with regard to selection of any Vendor for any Project. Client is solely responsible for and assumes all liability for determining whether Vendors should be engaged as independent contractors or employees of Client and engaging them accordingly. Client warrants its decisions regarding classification are correct and its manner of engaging Vendors complies with applicable laws, regulations, and rules. AccountingSoftware.Africa will have no input into, or involvement in, worker classification as between Client and Vendor and Users agree that AccountingSoftware.Africa has no involvement in and will have no liability arising from or relating to the classification of a Vendor generally or with regard to a particular Project.
- ACCOUNTINGSOFTWARE.AFRICA FEES
Section 5 describes what fees you agree to pay to AccountingSoftware.Africa in exchange for AccountingSoftware.Africa providing the Site and Site Services to you and what taxes AccountingSoftware.Africa may collect, as detailed below.
5.1 FEES FOR VENDORS
Service Fees. Vendors will pay AccountingSoftware.Africa a service fee for the use of the Site Services.
Membership Fees and Connects. Vendors may subscribe to different levels of participation and privileges on the Site to access additional features and Site Service, by payment of subscription membership fees.
Clients do not pay fees if they use the Site solely for Direct Contracts.
5.3 VAT AND OTHER TAXES
AccountingSoftware.Africa may be required by applicable law to collect taxes or levies including, without limitation, withholding income tax or VAT (while some countries may refer to VAT using other terms, e.g. GST, we’ll just refer to VAT, GST and any local sales taxes collectively as “VAT”) in the jurisdiction of the Vendor (the “Taxes“). In such instances, any amounts AccountingSoftware.Africa is required to collect or withhold for the payment of any such Taxes shall be collected in addition to the fees owed to AccountingSoftware.Africa under the Terms of Service.
5.4 NO FEE FOR INTRODUCING OR FOR FINDING PROJECTS
AccountingSoftware.Africa does not introduce Clients to Vendors and does not help Vendors secure Projects. AccountingSoftware.Africa merely makes the Site and Site Services available to enable Vendors to do so themselves and may from time to time highlight Projects that may be of interest. Therefore, AccountingSoftware.Africa does not charge a fee when a Vendor finds a suitable Client or finds a Project. In addition, AccountingSoftware.Africa does not charge any fee or dues for posting public feedback and composite or compiled feedback, including Composite Information.
- WARRANTY DISCLAIMER
Section 6 discusses your agreement and understanding that the Site and Site Services may not always be available or work perfectly, as detailed below.
YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. ACCOUNTINGSOFTWARE.AFRICA MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, USER CONTENT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ACCOUNTINGSOFTWARE.AFRICA DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION 13 (AGREEMENT TERM AND TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST ACCOUNTINGSOFTWARE.AFRICA WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.
- LIMITATION OF LIABILITY
Section 7 discusses your agreement that AccountingSoftware.Africa usually will not have to pay you damages relating to your use of the Site and Site Services andas detailed below.
AccountingSoftware.Africa is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:
- your use of or your inability to use our Site or Site Services;
- delays or disruptions in our Site or Site Services;
- viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
- glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
- damage to your hardware device from the use of the Site or Site Services;
- the content, actions, or inactions of third parties’ use of the Site or Site Services;
- a suspension or other action taken with respect to your Account;
- your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site; and
- your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.
ADDITIONALLY, IN NO EVENT WILL ACCOUNTINGSOFTWARE.AFRICA , OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF ACCOUNTINGSOFTWARE.AFRICA , OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED THE LESSER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY ACCOUNTINGSOFTWARE.AFRICA WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS CLIENT OR VENDOR DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
Section 8 discusses your agreement not to hold us responsible for any dispute you may have with another User, as detailed below.
In addition to the recognition that AccountingSoftware.Africa is not a party to any contract between Users, you hereby release AccountingSoftware.Africa, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Vendor Services provided to Client by a Vendor and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in the Escrow Instructions.
, you give us permission to provide these records to you electronically instead of in paper form.
Section 9 gives you some definitions of capitalized terms that appear in the Terms of Service but other capitalized terms are defined above, which you can tell because the term is put in quotation marks and bold font.
“Client” means any authorized User utilizing the Site or Site Services, including Direct Contract Services, to seek and/or obtain Vendor Services, including from another User.
“Confidential Information” means any material or information provided to, or created by, a User to evaluate a Project or the suitability of another User for the Project, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Vendor or Client; (b) was lawfully received by User without restriction from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.
“Escrow Account” means Client Escrow Account, Vendor Escrow Account, or Fixed-Price Escrow Account.
“Escrow Instructions” means the Fixed-Price Escrow Instructions or the Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions.
“Vendor” means any authorized User utilizing the Site or Site Services, including Direct Contract Services, to advertise or provide Vendor Services to Clients, including Vendor Accounts that are Agency Accounts or, if applicable, Agency Members. A Vendor is a customer of AccountingSoftware.Africa with respect to use of the Site and Site Services.
“Vendor Fees” means: (a) for an Hourly Contract, the amount reflected in the Hourly Invoice (the number of hours invoiced by Vendor, multiplied by the hourly rate charged by Vendor); (b) for a Fixed-Price Contract, the fixed fee agreed between a Client and a Vendor; and (c) any bonuses or other payments made by a Client to a Vendor.
“Vendor Services” means all services performed for or delivered to Clients by Vendors.
“Hourly Contract” means a Service Contract for which Client is charged based on the hourly rate charged by Vendor.
“Hourly Invoice” means the report of hours invoiced for a stated period by a Vendor for Vendor Services performed for a Client.
The term “including” as used herein means including without limitation.
“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, in each case, under the laws of any state, country, territory or other jurisdiction.
“Payment Method” means a valid credit card issued by a bank acceptable to AccountingSoftware.Africa, a bank account linked to your Account, a debit card, or such other method of payment as AccountingSoftware.Africa may accept from time to time in our sole discretion.
“Project” means an engagement for Vendor Services that a Vendor provides to a Client under a Service Contract on the Site.
“Service Contract” means, as applicable, (a) the contractual provisions between a Client and a Vendor governing the Vendor Services to be performed by a Vendor for Client for a Project; (b) a Direct Contract as defined in the AccountingSoftware.Africa Direct Contract Terms; or (c) if you use AccountingSoftware.Africa Payroll, the contractual provisions between Vendor and the Staffing Provider for the provision of services to Client, if any.
“Substantial Change” means a change to the terms of the Terms of Service that reduces your rights or increases your responsibilities.
“AccountingSoftware.Africa App” means the online platform accessed using AccountingSoftware.Africa’s downloaded application or other software that enables time tracking and invoicing, chat, and screenshot sharing with other Users.
“User Content” means any comments, remarks, data, feedback, content, text, photographs, images, video, music, or other content or information that you or any Site Visitor or User post to any part of the Site or provide to AccountingSoftware.Africa, including such content or information that is posted as a result of questions.
“Work Product” means any tangible or intangible results or deliverables that Vendor agrees to create for, or actually delivers to, Client as a result of performing the Vendor Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.