Independent Third Party Provider Agreement

1

Definitions

1.1    “Agreement” means this agreement and any schedules hereto;

1.2    “Application” means the Application developed by and on behalf of the Service Provider facilitating the Services for use by the Beautician and the Customer;

1.3    “Beautician” means the independent third party provider who provides the Beautician Services and whose full names and contact details are specified by the Beautician and recorded in the Service Provider application and registration process;

1.4    “Beautician Service/s” means the service of the Beautician as specified by the Beautician on successfully registering to utilise the Service;

1.5    “Code of Conduct” means the rules governing the conduct of the Beautician in the provision of the Beautician Services as set out in schedule 1;

1.6   “Customer” means the person/s utilising the Service in order to book and or receive the Beautician Services;

1.7    “Device” includes laptops, smart phones, iPad and other devices making use of android and iOS operating systems;

1.8    “Personal Information” means information relating to an identifiable, living, natural person, and where it is applicable, an identifiable, existing juristic person, including, but not limited to-

    1.8.1    information relating to the race, gender, sex, pregnancy, marital status, national, ethnic or social origin, colour, sexual orientation, age, physical or mental health, well-being, disability, religion, conscience, belief, culture, language and birth of a person;

    1.8.2    information relating to the education or the medical, financial, criminal or employment history of the person;

    1.8.3    any identifying number, symbol, email address, physical address, telephone number, location information, online identifier or other particular assignment of the person;

    1.8.4    the biometric information of the person;

    1.8.5    the personal opinions, views or preferences of the person;

    1.8.6    correspondences sent by the person that is implicitly or explicitly of a private or confidential nature or further correspondences that would reveal the content of the original correspondence;

    1.8.7    the views or opinions of another individual about the person; and

    1.8.8    the name of the person if it appears with other personal information relating to the person or if the disclosure of the name itself would reveal information about the person.

1.9    “Service” means an application known as Sleek that enables the Customer to source, book and pay Beautician s online via a     Device which Beauticians acting as independent third party providers in turn provide the Beautician Service;

1.10    “Service Provider” means Just Sleek (Pty) Ltd with registration number 2019/598028/07 with business address being 4th Floor, Sunclare Building, 21 Dreyer Street, Claremont, Cape Town 7708;

1.11    “Service Fee Schedule” means the schedule detailing the consideration payable to the Beautician as well as the terms applicable to payment as updated from time to time by the Service Provider;

1.12    “Sign”, “Signed” or “Signature” shall include reference to the Beautician’s name (in data form as recognised by the Electronic Communications and Transactions Act, 25 0f 2002) appearing anywhere within the Application and will evidence your intention to sign this Agreement attesting to approval and correctness of the information contained within same as associated with the Beautician.

2

Introduction

2.1    The Service Provider has developed the Application and Services for use by the Customer in the online booking of Beautician Services.

2.2    The Beautician specialises in the Beautician Services specified by the Beautician and recorded in the Service Provider application and registration process.

2.3    The Beautician wishes to engage with the Service Provider on the terms set out in this Agreement and the parties agree as follows.

3

The Services

3.1    The Beautician will provide the Beautician Services to Customers who will book appointments with the Beautician on the Application.

3.2    The rates and terms applicable to payment of the Beautician for the Beautician Services will be addressed in a Service Fee Schedule as provided to the Beautician on concluding this Agreement and as updated from time to time on the terms set out therein. In the event of a conflict between the terms of this Agreement and the Service Fee Schedule the terms of the latter will prevail in regard to the subject matter of the Service Fee Schedule.

3.3    The Beautician warrants that it has the expertise to perform the Beautician Services as specified on the Application and will at all times in conducting the Beautician Services behave in a professional manner and comply with the Code of Conduct attached as schedule 1.

3.4    The Beautician will notify the Service Provider of any change of its information including but not limited to a change in the nature of its beautician services.

3.5    The Beautician will utilise the Application and Services in accordance with the directions, prompts and guidelines furnished to the Beautician from time to time by the Service Provider as well as comply with the Terms of Use.

4

Relationship

4.1     The Beautician is strictly an independent third party service provider and this Agreement does not constitute a joint venture, partnership or agency between the Beautician and the Service Provider nor does same establish the Service Provider as a provider of beautician services.

4.2     The Service Provider provides the Application and Services to facilitate the Beautician Services being rendered to the Customer.

4.3     The Beautician has no authority to make any representations on behalf of the Service Provider to any party.

5

Usage restrictions

5.1     Subject to the Beautician’s compliance with this Agreement, the Service Provider grants the Beautician a limited, non-exclusive, non-sublicensable, revocable, non- transferable license to: (i) access and use the Applications on the Beautician’s Device solely in connection with the Beautician’s use of the Services.

5.2     The Beautician hereby agrees that it shall not directly or indirectly, nor through a third party:

    5.2.1    copy (other than for backup, archival or disaster recovery purposes), reproduce, translate, adapt, vary, modify, lease, licence, sub-licence, encumber or in any other way deal with any part of the Application for any reason and in any manner;

    5.2.2    decompile, disassemble or reverse engineer any portion of the Application;

    5.2.3    write and/or develop any derivative of the Application or any other software program based on the Application;

    5.2.4    modify or enhance the Application. In the event of the Beautician effecting any modifications or enhancements to the Application in breach of this clause, such modifications and enhancements shall be the property of the Service Provider;

    5.2.5    without the Service Provider’s prior written consent, provide, disclose, divulge or make available to or permit the use of or give access to the Application by persons other than the Beautician;

    5.2.6    remove any identification, trademark, copyright or other notices from the Application;

    5.2.7    post or transmit, by means of reviews, comments, suggestions, ideas, questions or other information through the Application, any content which is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually-explicit, profane or hateful, or racially, ethnically or otherwise objectionable content of any kind.

6

Intellectual property rights

6.1     For the purpose of this clause, the following words shall have the following meanings ascribed to them:

    6.1.1    “Intellectual property rights” means all and any of the rights in and to intellectual property of any nature whatsoever owned and/or controlled directly or under licence by the Service Provider, now or in the future, including without limitation, the Service Provider’s rights, title and interest in and to all technology, source code/s, trade secrets, logos, systems, methods, trademarks, trade names, styles, insignia, designs, patents and copyright, and all similar proprietary rights which may subsist in any part of the world, whether registered or not.

6.2    All copyright and other intellectual property rights in all content, trademarks, software, data, material, including logos, databases, text, graphics, icons, hyperlinks, confidential information, designs, agreements, and multimedia works, published on or via the Application (“proprietary material”), are the property of, or are licensed to, the Service Provider and as such are protected from infringement by local and international legislation and treaties.

6.3    By submitting reviews, comments and/or any other content (other than your personal information) to the Service Provider for posting on the Application, the Beautician automatically grants the Service Provider and its affiliates a non- exclusive, royalty-free, perpetual, irrevocable right and licence to use, reproduce, publish, translate, sub-license, copy and distribute such content in whole or in part worldwide, and to incorporate it in other works in any form, media, or technology now known or hereinafter developed, for the full term of any copyright that may exist in such content. Subject to this licence, the Beautician retains any and all rights that may exist in such content.

6.4    All rights not expressly granted are reserved and no right, title or interest in any proprietary material or information contained in this Application is granted to the Beautician.

6.5    Except with the Service Provider’s express written permission, no proprietary material from this Application may be copied or retransmitted.

6.6    Irrespective of the existence of copyright, the Beautician acknowledges that the Service Provider is the proprietor of all material on the Application (except where a third party is indicated as the proprietor), whether it constitutes confidential information or not, and that the Beautician has no right, title or interest in any such material.

7

Representations by the Beautician

7.1    The Beautician will only offer its Beautician Services via the Application to Customers who have been directed to it by way of the Application. The Beautician may not circumvent and exclude the Service Provider or the Application in providing the Beautician Services and may not contact the Customer directly to obtain a benefit for itself to the exclusion of the Service Provider for the duration of this Agreement.

7.2    The Beautician represents that in the negotiation and conclusion of the Agreement and for the duration thereof all information and documentation pertaining to their Personal Information including their qualifications as a beautician submitted to the Service Provider are true and correct in all respects and acknowledges that this is a material basis upon which the Service Provider concludes this Agreement with the Beautician.

7.3    The Beautician will for the duration of this Agreement comply fully with the Code of Conduct attached as Schedule 1 of this Agreement.

7.4    The Beautician acknowledges in concluding this Agreement it will be subject to a rating system by Customers which may include unfavourable ratings and comments visible to third parties. The Beautician fully accepts any risk, including reputational.

7.5    The Beautician acknowledges, understands and accepts that there may be a risk to their property or person in engaging in personal one on one Beautician Services. This risk is beyond the control of the Service Provider and the Beautician will where possible take reasonable measures to mitigate any associated risk as well as immediately notify the Service Provider of any incident in this regard.

7.6    The Beautician acknowledges that the Service Provider will investigate all complaints of the Customer in regard to the Beautician Services and the final outcome of such investigation may result in a partial or full refund of fees to the Customer.

7.7    The conducting of the investigation is the function of and within the full and absolute discretion of the Service Provider which function and discretion will be exercised fairly to promote quality service to Customers, protect the brand and good will of the Service Provider and the continued use of the Services by its Customers.

8

Risk, limitation of liability and indemnity

Please have specific reference to this clause 8. It contains important information. If you do not agree with the content, please do not conclude this Agreement with the Service Provider.

8.1    The Service Provider will not be liable for any damage or loss to the Beautician or property of the Beautician arising from the use of the Service and Application save for damage or loss directly attributed to the gross negligent acts of the Service Provider.

8.2    The Beautician indemnifies and holds the Service Provider harmless in respect of any breach of this Agreement by the Beautician and the Code of Conduct attached as schedule 1.

8.3    The Beautician agrees and consents to the Service Provider withholding any sums to the credit of the Beautician and in time may refund a Customer an amounts equal to the sums paid by the Customer from a particular Beautician Service and in respect of which the Customer has requested an investigation into the poor service of the Beautician.

8.4    The Service Provider is not liable for any damage, theft or loss to the Beautician or any third party arising in the conduct of the Beautician Service.

8.5    The Beautician is responsible for the activity that occurs on its account with the Service Provider and the Beautician will maintain the secrecy of its username and password in utilising the Services. The Beautician is under no circumstances allowed to permit a third party to utilise the Beautician’s account with the Service Provider.

8.6    The Beautician’s use of this Application and the Service and the information contained on the Application is entirely at the Beautician’s own risk and the Beautician assumes full responsibility and risk of loss resulting from the use thereof.

8.7    The transmission of information via the internet, including without limitation e-mail, is susceptible to monitoring and interception. The Beautician bears all risk of transmitting information in this manner. Under no circumstances shall the Service Provider be liable for any loss, harm, or damage suffered by the Beautician as a result thereof. The Service Provider reserves the right to request independent verification of any information transmitted via e-mail and the Beautician consents to such verification should the Service Provider deem it necessary.

8.8    To the extent permissible by law:

    8.8.1    Neither the Service Provider, its affiliates, shareholders, agents, consultants or employees shall be liable for any damages whatsoever, including without limitation any direct, indirect, special, incidental, consequential or punitive damages, howsoever arising (whether in an action arising out of contract, statute, delict or otherwise) related to the use of the Service and or the inability to access or use the content of the Application or any functionality thereof, or the information contained on the Application, or of any linked Application, even if the Service Provider knows or should reasonably have known or is expressly advised thereof.

    8.8.2    The liability of the Service Provider for faulty execution of the Application as well as all damages suffered by the Beautician, whether direct or indirect, as a result of the malfunctioning of the Application shall be limited to the Service Provider rectifying the malfunction, within a reasonable time and free of charge, provided that the Service Provider is notified immediately of the damaged or faulty execution of the Application. This liability shall fall away and be expressly excluded if the Beautician attempts to correct or allows third parties to correct or attempt to correct the Application without the prior written approval of the Service Provider. However in no event shall the Service Provider be liable to the Beautician for loss of profits or for special, incidental, consequential or punitive losses or damages arising out of or in connection with the Application or its use or the delivery, installation, servicing, performance or use of it in combination with other computer software.

    8.8.3    The Beautician hereby unconditionally and irrevocably indemnifies the Service Provider and agree to hold the Service Provider free from all loss, damages, claims and/or costs, of whatsoever nature suffered or incurred by the Service Provider or instituted against the Service Provider as a direct or indirect result of:

        8.8.3.1    the Beautician’s use of the Application and the Services;

        8.8.3.2    software, programs and support services supplied by, obtained by or modified by the Beautician or any third party without the consent or knowledge of the Service Provider;

        8.8.3.3    failure to comply with any of the terms or any other requirements which the Service Provider may impose from time to time;

        8.8.3.4    the actions or requirements of any telecommunications authority or a supplier of telecommunications services or software; or

        8.8.3.5    any unavailability of, or interruption in, the service which is beyond the control of the Service Provider.

8.9    the Beautician indemnifies and hold the Service Provider harmless for any damage and/or loss caused by the Beautician to any Customer (whether such loss is to the person or property of the Customer) for the duration of the Beautician’s use of the Services.

8.10    The Service Provider makes no warranty or representation as to the availability, accuracy or completeness of the content of the Application or the Services. The Beautician expressly waives and renounces all of its rights of whatever nature that it may have against the Service Provider for any loss suffered by the Beautician, as a result of information supplied by the Service Provider being incorrect, incomplete or inaccurate.

9

Confidentiality

9.1    The Beautician agrees that it shall hold in the strictest confidence and not disclose to any third party information acquired in connection with any aspect of the products and/or services offered by the Service Provider. The Beautician shall notify the Service Provider should it discover any loss or unauthorised disclosure of the information.

9.2    Any information or material sent to the Service Provider will be deemed not to be confidential, unless otherwise agreed in writing by the Beautician and the Service Provider.

10

Duration, Breach and cancellation

10.1    This Agreement will commence within twenty four hours of the date of Signature of this Agreement by the Beautician and or its duly authorised representative.

10.2    The Service Provider is entitled without notice, in addition to any other remedy available to it at law or under this Agreement, including obtaining an interdict, to cancel this Agreement, limit or deny such Beautician use of the Application and Services, 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 Service Provider’s right to claim damages, should any Beautician:

    10.2.1    breach any term of this Agreement including the Code of Conduct;

    10.2.2    in the sole discretion of the Service Provider, use the Application in an unauthorised manner; or

    10.2.3    infringe any statute, regulation, ordinance or law.

10.3    Breach of this Agreement entitles the Service Provider to take legal action without prior notice to the Beautician and the Beautician agrees to reimburse the costs associated with such legal action to the Service Provider on an attorney and own client scale.

10.4    This Agreement will continue indefinitely provided that either party may terminate same on 10 days written notice to the other and unless expressly advised otherwise by the Service Provider the Beautician is to honour all existing bookings of its Customers.

11

Terms and conditions of use

11.1    The Beautician’s access and use of the Services and the Application constitute its agreement to be bound by the terms of this Agreement pertaining to the access and use of the information, products, Services and functions provided on the Application.

    11.1.1    Should the Beautician disagree with any of the terms of this Agreement, it must refrain from accessing the Application and/or using the Services.

11.2    The Service Provider reserves the right, in its sole discretion, to amend and/or replace any of, or the whole of, this Agreement. Such amendments shall supersede and replace any previous agreement and shall be made available on the Application. Each time a Beautician accesses the Application and/or uses the Services, the Beautician shall be deemed to have consented, by such access and/or use, to the agreement, as amended and/or replaced by the Service Provider from time to time. If the Beautician s not satisfied with the amended agreement, it should refrain from using the Application.

11.3    The Service Provider will however give the Beautician prior notice where the Service Provider has collected personal information from the Beautician and the purpose for which the Service Provider collected that information, is affected by the intended amendment.

12

Content of the Application

12.1    The Service Provider reserves the right to make improvements, to change or to discontinue, without notice, any aspect or feature of the Application and any information or content on the Application.

12.2    The Service Provider reserves the right to change and amend the products, prices and rates quoted on this Application from time to time without notice.

12.3    The Service Provider may use the services of third parties to provide information on the Application. The Service Provider has no control over this information and makes no representations or warranties of any nature as to its accuracy, appropriateness or correctness. The Beautician agrees that such information is provided “as is” and that the Service Provider and its online partners shall not be liable for any losses or damages that may arise from the Beautician’s reliance on it, howsoever these may arise.

12.4    The Service Provider makes no representations or warranties, whether express or implied, as to the accuracy, completeness or reliability of any information, data and/or content on the Application, including without limitation:

    12.4.1    The Service Provider does not warrant that the Application or information or downloads shall be error-free or that they shall meet any particular criteria of performance or quality. The Service Provider expressly disclaims all implied warranties, including without limitation, warranties of merchantability, fitness for a particular purpose, non-infringement, compatibility, security and accuracy;

    12.4.2    Whilst the Service Provider has taken reasonable measures to ensure the integrity of the Application and its contents, no warranty, whether express or implied, is given that any files, downloads or applications available via this Application are free of viruses, or any other data or code which has the ability to corrupt, damage or affect the operation of the Beautician’s system; and

    12.4.3    The Service Provider disclaims any responsibility for the verification of any claims. Information published on this Application may be done so in the format in which the Service Provider receives it and statements from external parties are accepted as fact.

13

Linked third party websites and third party content

13.1    The Service Provider may provide links to third party websites on the Application. These links are provided to the Beautician for convenience purposes only and the Service Provider does not endorse, nor does the inclusion of any link imply the Service Provider’s endorsement of, such websites, their owners, licensees or administrators or such websites’ content or security practices and operations.

13.2    While the Service Provider tries to provide links only to reputable websites or online partners, the Service Provider cannot accept responsibility or liability for the information provided on other websites. Linked websites or pages are not under, nor subject to, the control of the Service Provider. The Service Provider is not responsible for and gives no warranties or makes any representations in respect of the privacy policies or practices of linked or any third party or advertised websites on the Application.

13.3    The Beautician agrees that the Service Provider shall not be held liable, directly or indirectly, in any way for the content, the use or inability to use or access any linked website or any link(s) contained in a linked website, nor for any loss or damage of any sort incurred as a result of any dealings with, or as the result of the presence of such third party linked websites on the Application. Any dealings that the Beautician may have with any linked websites, including advertisers, found in the Application, are solely between the Beautician and the third party website.

14

General clauses

14.1    This Agreement shall be governed in all respects by the laws of the Republic of South Africa as such laws are applied to agreements entered into and to be performed within South Africa.

14.2    The Application is controlled, operated and administered by the Service Provider within the Republic of South Africa. The Service Provider makes no representation that the content of the Application is appropriate or available for use outside of South Africa. Access to the Application from territories or countries where the content of the Application is illegal is prohibited. Beauticians may not use the Application in violation of South African export laws and regulations. If the Beautician accesses the Application from locations outside of South Africa, that Beautician is responsible for compliance with all local laws.

14.3    The Service Provider does not guarantee continuous, uninterrupted or secure access to our services, as operation of the Application may be interfered with as a result of a number of factors which are outside of our control.

14.4    If any provision of this Agreement is held to be illegal, invalid or unenforceable for any reason, such provision shall be struck out from this Agreement and the remaining provisions shall be enforced to the full extent of the law.

14.5    The Service Provider’s failure to act with respect to a breach does not constitute a waiver of our right to act with respect to subsequent or similar breaches.

14.6    The Beautician shall not be entitled to cede rights or assign rights or delegate its obligations in terms of this Agreement to any third party without the prior written consent of the Service Provider.

14.7    No party shall be bound by any express or implied term, representation, warranty, promise or the like not recorded herein, whether it induced the contract and/or whether it was negligent or not.

14.8    Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include females and words importing persons shall include partnerships and corporate and unincorporated entities.

14.9    This Agreement sets forth the entire understanding and agreement between the Service Provider and the Beautician with respect to the subject matter hereof.

14.10    The Parties choose as their address for purposes of receiving correspondence in terms of this Agreement as:

    14.10.1    The Service Provider - the email address in the definitions page of this Agreement;

    14.10.2    The Beautician - the email address specified by the Beautician and recorded in the Service Provider application and registration process

14.11    The Parties choose as their address for purposes of receiving legal notice in terms of this Agreement:

    14.11.1    The Service Provider - the physical address on in the definitions page of this Agreement

    14.11.2    The Beautician - they physical address specified by the Beautician and recorded in the Service Provider application and registration process. The parties may change any address reflected in 14.10 or 14.11 on 7 days written notice to the other.

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