1 INTRODUCTION
In terms of Section 11 of the Electronic Communications and Transactions Act
25 of 2002, as amended (“ECTA”) these Terms and Conditions are binding and
enforceable against all persons that access GREYMATTERS’S Platform (the
“Platform”) or any part thereof or make use of the Platform.
2 ACCEPTANCE
If you do not agree to these Terms and Conditions, you must not use this
website to search for or engage in the services of the Company. Do not click
the accept box and immediately cease all access and use of the Platform.
Continued use of the Platform will be deemed your full and unconditional
acceptance of these Terms and Conditions.
3 DEFINITIONS AND INTERPRETATIONS
In these Terms and Conditions, unless the context indicates that some other
meaning is intended:
3.1 “User” means any natural or juristic person who accesses or uses the Website
or Platform, including those who register as Users, engage with the Company’s
services, or commence communication with the Company.
3.2 “GreyMatters Website” or “Platform” means the Online Platform located on
the Website;
3.3 “www.gmatters.co” means the website hosted on the domain
3.4 “Agreement” means these Terms and Conditions together with all written
appendices, annexures, exhibits, or amendments attached to it from time to
time, as well as any other agreement referred to herein or separately entered
into between the User and the Company.
3.5 “Customer(s)” means a User who enters into this Agreement or any
subsequent agreement, including but not limited to a client service agreement,
with the Company.
3.6 “Delivery” means the point at which the User gains access to or takes
possession of the service arranged through the Platform, including but not
limited to when the Consultant begins providing the agreed services, or when
any deliverables or outputs are made available to the User. Delivery is deemed
to have occurred when the Company or Consultant has fulfilled their obligations
to provide access, performance, or transfer of services as set out in the
applicable client service agreement.
3.7 “Effective Date” means the date on which the User accepts the Terms and
Conditions including when the User engages the services of the Company;
3.8 Any words indicated with inverted commas and starting with a capital letter shall
bear the definition of the phrase or concept immediately preceding same as if it
were included as a definition in terms of this clause;
3.9 References herein to the singular include the plural and vice versa; and
3.10 Hyperlinks have been used in these Terms and Conditions. The fact that some
or all of the hyperlinks may be non-operational shall not play a role in the
determination of the validity and interpretation of these Terms and Conditions.
3.11 The Company will respect the privacy of the Users and will take reasonable
measures to protect it, as more fully detailed below.
3.12 When registering on the Platform the Company will require that Users provide
it with personal information.
3.13 Should the User’s personal information change, the User shall inform the
Company and provide it with updates to his/her/its personal information as soon
as reasonably possible to enable the Company to update such personal
information.
3.14 The User may choose to provide additional personal information to the
Company, in which event the User agrees to provide accurate and current
information, and not to impersonate or misrepresent any person or entity or
falsely state or otherwise misrepresent their affiliation with anyone or anything.
4 PURPOSE AND MANNER OF PERSONAL DATA COLLECTION AND USE
4.1 The Company collects and processes personal data in accordance with the
provisions of the European Union General Data Protection Regulation (“GDPR”)
and Protection of Personal Information Act, No 4 of 2013 (“POPIA”), as
amended and other regulations in force in the Republic of South Africa.
5 PRIVACY STATEMENT IN TERMS OF THE GDPR AND POPIA
5.1 The following data will be collected:
5.1.1 The User’s Name, email, telephone number, address, product design
files, IP address, non-personal browsing habits and click patterns.
5.1.2 Verification of the User’s details and may include credit check(s) on the
User and its key decision-makers.
5.1.3 As and when necessary, The Company may electronically collect, store,
disclose and/or use the personal information.
5.1.4 Information collected from Users is required to utilise the functionality of
the Platform and such information shall not be used for any other
purpose without the User’s prior consent.
5.1.5 All information collected is kept strictly confidential, and all reasonable
steps are taken to ensure that information is secured in storage until
ultimate destruction. It will not be shared with any third party without the
prior written consent of the User.
5.1.6 The Company shall take all reasonable steps to protect the personal
information of Users and is committed to respecting the privacy of the
User’s personal information. For the purpose of these Terms and
Conditions, “personal information” shall be defined as detailed in the
POPIA. As and when necessary, The Company may electronically
collect, store, disclose and/or use the User’s personal information.
5.1.7 The Company will ensure that all its employees, third-party service
providers, (including their employees and third-party service providers)
having access to the User’s personal information are bound by
appropriate and legally binding confidentiality obligations in relation to
the User’s personal information and that such confidentiality meets any
applicable law, regulation, legal process, or enforceable governmental
request.
5.1.8 The User’s personal data will be hosted and stored in countries which
might not have the adequacy decision of the European Union; other
third-party contractors may have access to the User’s data only for the
purpose specified herein, and the access of such third parties is strictly
controlled.
5.1.9 Whenever the Company is sending data to countries that are not
providing the same level of protection as the EU’s GDPR, the Company
will use appropriate safeguards to protect the User’s personal data,
including but not limited to Standard Contractual Clauses for Processors.
5.2 The Company collects stores and uses the abovementioned information in order
to:
5.2.1 Communicate requested information to Users;
5.2.2 Respond to queries, responses or complaints submitted by Users;
5.2.3 Process orders or applications for The Company Products and/or
services;
5.2.4 Create Products or services that may meet the future requirements of
Users;
5.2.5 Provide Users with access to restricted pages on the Platform;
5.2.6 To publish as part of its portfolio on its website, marketing material and
social media channels with specific reference to the User any Goods it
manufactures or supplies to the User; and
5.2.7 Compile non-personal statistical information about browsing habits, click
patterns and access to the Platform.
5.3 Personal information detailed above is collected and/or stored either
electronically using “cookies” or is provided voluntarily with the User’s
knowledge and consent. The User can determine any use of cookies through
your browser settings but note that turning off cookies may cause certain
features of the online services or Platform to be unavailable to the User.
5.4 The Company may further collect non-personal information, for example, the
User’s IP address, the date and time of their visits to the Platform, and browser
history, to recognise the User during any subsequent visits to the Platform
and/or use of the online services. The Company may further use this nonpersonal
information to develop future products and/or services to meet the
User’s requirements and needs.
5.5 The Company owns and retains all rights to the non-personal statistical
information collected and compiled by the Company.
5.6 The Company will not share the User’s personal information outside of the
Company except in the following cases:
5.6.1 With prior consent;
5.6.2 With its employees and/or third-party service providers who assist with
the Platform;
5.6.3 When processing of information is necessary for the performance of a
contract with the User;
5.6.4 When The Company has a legal obligation to share the information;
5.6.5 When the information is necessary in order to protect the vital interests
of the User or of another person;
5.6.6 When the information is necessary for the performance of a task carried
out in the public interest or the exercise of official authority vested;
5.6.7 When the information is necessary for the purposes of the legitimate
interests pursued by the Company or by a third party, except where such
interests are overridden by the interests or fundamental rights and
freedoms of the User which require protection of personal data.
5.7 It is not allowed (hereinafter “Prohibited Practices”) to:
5.7.1 Use the Platform in a manner which may cause damage to the Company,
other Users or any third party;
5.7.2 Undermine the security or integrity of any of the Company’s computing
systems or networks;
5.7.3 Use the Platform in any way to impair functionality or interfere with other
Users;
5.7.4 Access the Platform or Website without permission;
5.7.5 Make use of the Company’s systems to commit fraud;
5.7.6 Act in a manner that is disrespectful or abusive to the Company systems
and staff;
5.7.7 publish, upload, exchange or transmit Prohibited Content;
5.7.8 publish, upload, exchange or transmit any content that the User knows
to be false or untrue, or has justifiable reasons to believe it to be false or
untrue, and whose use may cause damage to the Company, other Users
or third parties;
5.7.9 for any User misrepresenting him/her/itself for the purpose of deceiving
the Company, the Users or third parties;
5.7.10 publish, upload, exchange or transmit to the Company, other Users or
third parties any unwanted notices or other content of commercial or
malicious nature, without prior request or consent, mainly including
notices and other content of the same or similar nature;
5.7.11 purposeful publishing, uploading, exchange or transmission of any
content containing computer viruses, worms, and programs that may
obstruct or hinder the regular operation of the Platform, cause damage
or destruction of any computer program, or any computer and other
equipment owned by the Company other Users or third parties;
5.7.12 collect, process or use personal data of the Users or third parties in an
unauthorised manner;
5.7.13 engage in overt or covert advertising (verbal or graphic representation of
Products, personal names, names of companies, names, trademarks
(registered or unregistered trademarks and service marks, businesses
etc.) in an unauthorised manner.
6 COLLECTION AND PROCESSING OF PERSONAL DATA BY OTHER
USERS OR THIRD PARTIES
The Platform contains content and may contain Links to third-party Platform,
through which other Users or third parties may gain authorised or unauthorised
access to the User’s personal data. These Terms and Conditions do not apply
to the collection, processing or use of personal data that the User has
communicated to other Users and/or third parties. It is in the User’s best interest
to acquaint themselves with the rules of personal data protection, and the
protection of privacy applied by other Users and/or third parties.
7 MODIFICATION AND DELETION OF PERSONAL DATA
The User is legally entitled to request modification or deletion of their personal
data or deletion from the User database at any time. Modification or deletion of
data shall be effected on the basis of an appropriate notice addressed to The
Company.
8 DISCLOSURES REQUIRED BY SECTION 43 OF THE ECTA
Access to the services, content, software and downloads available from the
Online Products may be classified as “electronic transactions” as defined in
terms of ECTA and you therefore may have the rights detailed in ECTA.
Accordingly, the following information is provided:
8.1 The full name and legal status of the Online Product owner: GreyMatters (Pty)
Ltd with (Registration Number: 2025/079285/07)
8.2 Physical Address: Oak Valley Estate, 127 Oak Avenue, Elgin, Western Cape,
7160.
8.3 Main business: Consultant Services
8.4 The Website address of the Website is: www.gmatters.co
8.5 The official e-mail address of the Website is: info@gmatters.co
8.6 Access to and browsing of the Website is provided free of charge. Any services
arranged through the Website are subject to payment in accordance with the
fees set out on the Website or in the client service agreement.
8.7 Users may lodge complaints concerning the Platform: info@gmatters.co
9 COOKIES
9.1 We reserve the right to use cookies.
9.2 A cookie is a group of data serving as the User’s anonymous individual identifier
that is sent by its browser Platform. Cookies are sent when the User accesses
the Platform. They are stored on the User’s computer and serve to record
information about the User’s subsequent online visits. Therefore, after a cookie
has been stored on the User’s computer every time the User returns to the
Platform, it shall look for the cookie in order to read the stored data.
9.3 A cookie is an anonymous individual identifier; it does not contain or send any
personal information to the Platform that is stored on a User’s computer but only
enables faster and more efficient activation of information, data and settings
previously communicated during access and use of the Platform.
9.4 The User can modify or disable cookies through the Options or Settings of their
browser that allows the User to select an appropriate option for receiving
cookies or even to disable them entirely. However, disabling cookies completely
will reduce the efficiency of some content available on some Platform.
10 DELIVERY
10.1 The Delivery of Services shall be agreed to between the parties and in terms of
a separate Client Services Agreement concluded between the parties.
11 RESERVATION OF RIGHTS
11.1 All rights, title and interest in and to the Platform, its content, and any
arrangements made through it shall remain vested in the Company. The
Company acts as the facilitator between the User and the Consultant, and no
rights in the Platform or its content are transferred to the User at any time.
11.2 The User shall not, without the prior written consent of the Company, bypass
the Platform to engage directly with any Consultant introduced through the
Platform, nor shall the User assign, transfer, sub-license, or otherwise deal with
any rights or obligations under these Terms in any manner whatsoever.
12 PAYMENT
12.1 The fees and any related charges shall be payable in accordance with the terms
set out in the client service agreement concluded between the Company and
the User. The Company shall not be obliged to secure or commence any
services until payment has been made in accordance with that agreement.
12.2 Any amounts due and payable by the User to the Company may not be
unilaterally withheld, discounted or set-off by the User in any manner for any
reason whatsoever, without the prior written consent of the Company.
13 FAILURE TO PERFORM
13.1 The Company will not be liable for any damages, losses, or claims of any nature,
and the User hereby indemnifies the Company against any such claims, arising
from or in connection with any of the following circumstances, including without
limitation:
13.1.1 any delay, rescheduling, or cancellation of services resulting from the
operation of law (ipso jure) or any legal requirement imposed on the
Company, the Consultant, or the User;
13.1.2 the User’s failure to comply with the payment terms set out in the client
service agreement;
13.1.3 any act of God (force majeure) or events beyond the reasonable control
of the Company, including but not limited to: lockouts, strikes, epidemics,
pandemics, war, terrorist attacks, commandeering of property, fire, flood,
or similar events, which prevent or delay the provision of services;
13.1.4 any partial or total shutdown, interruption, or suspension of operations of
the Company, the Platform, or the Consultant’s services, to the extent
such shutdown is not caused by the Company’s negligence or wilful
misconduct; or
13.1.5 the unavailability, withdrawal, breach of obligations, or failure to perform
by any Consultant, provided that the Company will use reasonable
efforts to assist the User in sourcing a replacement Consultant where
possible.
14 INDEMNITY
14.1 The User indemnifies and holds harmless the Company, its directors,
employees, contractors, and agents against any and all claims, losses,
damages, liabilities, costs, and expenses (including reasonable legal fees)
arising out of or in connection with:
14.1.1 any breach by the User of these Terms and Conditions;
14.1.2 any negligent, unlawful, or intentional act or omission by the User in
relation to their use of the Platform;
14.1.3 any dispute, claim, or demand made by a Consultant in respect of the
User’s conduct or failure to perform;
14.1.4 any dispute, claim, or demand made by a third party in relation to
services arranged through the Platform; and
14.1.5 any circumstance described in clause 13 above, including the
unavailability, withdrawal, breach of obligations, or failure to perform by
a Consultant, provided such failure is not caused by the Company’s
gross negligence or wilful misconduct.
14.2 The Company indemnifies and holds harmless the User against direct losses or
damages suffered by the User as a result of the Company’s gross negligence
or wilful misconduct in connection with the operation of the Platform.
14.2.1 This indemnity is a continuing obligation and remains in force after the
termination of these Terms and Conditions. The full scope of indemnities
and liabilities between the parties will be governed by the separate client
service agreement concluded between the Company and the User.
15 NOVATION
No Party may cede any or all of that Party's rights or delegate any or all of that
Party's obligations under this Agreement without the prior written consent of the
other Party.
16 SEVERABILITY
If any part of this Agreement is void, illegal, unenforceable, or in conflict with
any law of the state or local Government over this Agreement, the validity of the
remaining portions or provisions shall not be affected thereby.
17 NOTICES AND DOMICILIUM
17.1 Each Party chooses as its domicilium citandi et executandi the address or
contact details provided by the User upon registration on the Platform, or as
otherwise notified in writing. The Company’s domicilium is as set out in this
Agreement or as otherwise notified to the User.
17.2 All notices, demands, or legal processes arising out of or in connection with this
Agreement, its breach, or termination, shall be validly served if delivered to the
chosen domicilium addresses or contact details of the Parties.
17.3 The User acknowledges that by accessing and using the Website or Platform,
and by registering therein, they consent to receive all notices and
communications electronically at the contact details they provide.
18 ENTIRE AGREEMENT
18.1 This agreement constitutes the entire agreement between the Parties.
18.2 No Party shall have any claim or right of action arising from any undertaking,
representation or warranty not included in this agreement.
18.3 No contract varying, adding to, deleting from or cancelling this agreement, and
no waiver of any right under this agreement, will be effective unless reduced to
writing and signed by or on behalf of the Parties.
Full and unconditional acceptance by the User.