1. Definitions
1.1 “the/this Agreement” means this agreement as recorded and concluded in electronic form and which appears on the website of RNR and is incorporated in any service level agreement concluded between RNR and any Clients;
1.2 “Business Day” means any day other than a Saturday, Sunday or public holiday in the Republic of South Africa;
1.3 “Calendar Month” means any calendar month beginning on the first day of the same month and ending on the last day of the same month;
1.4 “Client” means any entity or person who subscribes for the installation and operation of any of the products or Services offered by RNR;
1.5 “Device” means any device that is linked to RNR as a unit that may have additional functionality outside of the RNR Apps and RNRs products or services, but that will be connected to such products or services;
1.6 “Effective Date” means the date on which the Third-Party Provider agrees provide the products or Services, from date the Third-Party Provider be bound by the terms of this Agreement;
1.7 “GPS” means global positioning systems that forms part of the built in settings on the Handset;
1.8 “Handset” means the cellular telephone handset Device of the Client or his or its employees or the Third-Party Providers or their employees to which the RNR Apps or RNR Technology is linked to and/or installed on and which must have specifications that allows for 3G or better data and GPS connection;
1.9 “Incident/s” means any event or incident reported to the RNR Centre using the RNR App by the Client or one of its employees, which incidents, depending on the RNR App the Client has subscribed for and the Services RNR is offering at the time, which could include mechanical breakdowns and other vehicle problems, medical emergencies, etc;
1.10 “Parties” means the Third-Party Provider and RNR or any one of them as the context may indicate or as applies in the circumstances;
1.11 “Personal Information” means, insofar as it pertains to the Client or the Third-party Provider, information described as such in Chapter 1 of the Protection of Personal Information Act, No 4 of 2013 and includes, but is not limited to his name, identity and/or passport number; date of birth, age, gender, race, ethnicity, biometric information, marital / relationship / family status; physical and mental health information and records, including but not limited to medical history and blood type, sexual orientation, physical address, email address, landline and cellular telephone numbers, fingerprints, criminal history, education or other personal credentials, online / instant messaging identifiers, photographs, voice recordings, video recordings, private and open correspondence, religious or philosophical benefits including but not limited to personal and political opinions, employment history and salary information; financial and banking information, membership of organisations / unions and physical movements and location in the past and current time;
1.12 “Response Centre Agents” means employees of RNR that staff the RNR Centre and manage Incidents;
1.13 “RNR” means RNR App (Pty) Ltd, registration number 2019/416144/07, of A3 Heritage House, 20 Old Main Road, Hillcrest, 3610;
1.14 “RNR App/s” means the applications designed for use with “smart” mobile telephones using the RNR Technology to enable the provision of the Services;
1.15 “RNR Centre” means the RNR control centre or control room that is staffed by RNR personnel to deal with any Incidents;
1.16 “RNR Technology” means the technology of RNR that will be made available to the Clients and Third-Party Providers in terms of this Agreement and which includes the RNR Apps;
1.17 “the Services” means the Services using a technology platform that enables users of the RNR App provided as part of the Services to connect Client’s with Third-Party Providers in order that breakdown, repair, medical or emergency assistance can be provided by Third-Party Providers for the Client/s;
1.18 “SIM Card” means a subscriber identity module card allocated to a Client or a Third Party Provider to enable them to gain access to a mobile network and use the RNR Apps;
1.19 “Termination Date” means the date of termination of the Agreement for whatever reason; and
1.20 “Third Party Providers” means independent service providers engaged by RNR to provide emergency response, mechanical, breakdown, towing, security, repair and other services that are possible in terms of the RNR Technology.
2. Interpretation
2.1 This Agreement includes all of the material information contained on and entered onto the website or platform on which it is contained, by the Parties.
2.2 The headings of the clauses in this Agreement are for the purposes of convenience and reference only and shall not be used in the interpretation of this Agreement nor any clause hereof.
2.3 Unless a contrary intention clearly appears words importing:
2.3.1 Any one gender includes the other two genders;
2.3.2 The singular includes the plural and vice versa; and
2.3.3 Natural persons include created entities (incorporated or unincorporated) and vice versa.
2.4 If any provision in a definition is a substantive provision conferring rights or imposing obligations on a Party, notwithstanding that it is only in the definition clause, effect shall be given to it as if it were a substantive provision of this Agreement.
2.5 Expressions defined in this Agreement bear the same meaning as words contained on and entered onto the site or platform on which this Agreement is contained.
2.6 In the event of conflict between this Agreement and the schedules or annexures to this Agreement (if any), the provisions of this Agreement shall prevail, save to the extent that any schedules or annexures expressly provide otherwise.
2.7 If a term is defined within the context of a clause in this Agreement, that definition shall, unless it is clear from that clause that the definition has limited application to it, have the same meaning throughout this Agreement.
2.8 The rule that a contract shall be interpreted against the Party responsible for the drafting or preparation of the contract (the Contra Proferentem Rule), shall not apply to the interpretation of this Agreement.
2.9 The words “include”, “including” and “in particular” shall not be interpreted as limiting the generality of any preceding word/s or introducing an exhaustive list.
2.10 Any reference in this Agreement to any other agreement, document or statue shall be interpreted as a reference to such other agreement, document or statue as same may have been amended varied, novated or supplemented, or may from time to time hereafter be, amended, varied, novated or supplemented.
2.11 Any reference to any legislative provision is deemed to include any subordinate or delegated legislation.
2.12 Where in this Agreement a number of Business Days is provided for between the happening of one event and another, the number of days must be calculated by:
2.12.1 Excluding the day on which the first event occurs;
2.12.2 Including the day on or by which the second event is to occur; and
2.12.3 Excluding any public holiday, Saturday or Sunday that falls on or between the days contemplated above, respectively.
2.13 Where figures are referred to in numerals and in words, the words shall prevail if there is any conflict between them.
2.14 The provisions of the preamble, introduction and other recordals are binding on the Parties and are not intended to be merely informative.
2.15 Where in this Agreement provision is made for the giving of a notice, the notice shall be given in writing.
2.16 The termination or cancellation of this Agreement shall not affect the operation of clauses which are intended to remain in force, including but not limited to those clauses (if any) which provide for:
2.16.1 The non-disclosure of confidential information;
2.16.2 The protection of intellectual property rights;
2.16.3 The provision of indemnity.
3. Purposes of Agreement
3.1 Set out the contractual framework in terms of which the Third-Party Providers are appointed by RNR or the Client to provide the Services on behalf of the Client after being connected through the RNR Technology;
3.2 Set out the contractual framework in terms of which RNR licence the Third-Party Provider to use the RNR Technology and RNR Apps;
3.3 Allow for Personal Information supplied by the Client and the Third-Party Providers to be accessed by RNR and used by RNR for the purposes of:
3.4.1. Locating the whereabouts of an individual or vehicle that needs assistance;
3.4.2 Arranging for mechanical or other assistance for the Client and employees of the Client;
3.4.3 Investigating any mechanical problems with a vehicle operated by the Client or one of their employees;
3.4.4 Arranging for Third-Party Providers to provide assistance, including mechanical, medical, security and towing services.
3.5 Subject to the compliance of the Third-Party Provider with these terms and conditions, RNR grants to the Third-Party Provider/s, as well as their authorised employees, a limited, non-exclusive, non-sub licensable, revocable, non-transferrable license to:
3.5.1 access and use the RNR App/s on a Handset solely in connection with the provision of the Services; and
3.5.2 access and use content, information and related materials that may be made available to them in terms to use in the provision of the Services.
3.6 RNR may amend the terms and conditions of this Agreement from time to time. Amendments will be effective upon RNR posting any such updated terms or conditions on their website or on any other online platform operated by them. The continued access or use of the Services after such posting confirms the consent of the Third-Party Provider to be bound thereby.
4. Consent
4.1 The Third-Party Provider hereby consents to and authorises RNR to:
4.1.1 Install RNR APPS on the Handset/s which will enable RNR to access information and control the Handset remotely;
4.1.2 Access Personal Information via remote and/or direct access to the Handset;
4.1.3 Control the Handset via remote and/or direct access to the Handset;
4.1.4 Use and/or copy Personal Information accessed via the Handset;
4.1.5 Disclose the Personal Information accessed via the Handset through to enable it to provide the Services;
4.1.6 Store the Personal Information accessed via the Handset or provided by the Third-Party Provider; as might be deemed necessary by it in the exercise of their discretion in order to carry out the purposes of this Agreement.
4.1.7 Contact the Third-Party Provider or its employees via telephone or text messages at any of the phone numbers provided by the Third-Party Provider or its employees or representatives in connection with an RNR App.
4.2 The consent and authority provided in clause 4.1 is :
4.2.1 Continuing with effect from the Effective Date, and will survive the death or loss of capacity of the Third-Party Provider;
4.2.2 Capable of being terminated by the Third-Party Provider on the last day of any Calendar Month by way of written notice to RNR provided on or before the 15th day of the previous Calendar Month;
4.2.3 Given, provided the purposes of this Agreement are being served;
4.2.4 Given, subject to the entitlement of the Third-Party Provider to a copy of, return of and/or destruction of all Personal Information in the possession of or under the control of RNR;
4.2.5 Given, accepting that the Personal Information might be made available in other countries which might not have data-protection laws similar to the Republic of South Africa or to third parties who might not be bound by terms of privacy.
4.3 The Third-Party Provider shall be obliged to ensure that in the event of the Handset having been destroyed, lost, stolen or replaced, RNR is immediately notified in writing, so that arrangements can be made to terminate the Services and so that RNR can transfer the application to a replacement Handset.
4.4 The Third-Party Provider shall be responsible for the safe keeping, retrieval and proper use of the unique personal identification number and access number required to operate the settings of the RNR Technology or disconnect its service, which will be issued to the Third-Party Provider on the installation of the RNR Technology.
4.5 The Third-Party Provider warrants that all information provided by it to RNR is accurate and current and agrees to correct and update such information on written notice to RNR immediately when changes to it occur.
4.6 The Third-Party Provider acknowledges that the extent of RNRs access to and control over the Handset and associated Personal Information will be subject to the range of permissions selected by the Third-Party Provider electronically in the process of the installation of the RNR Technology on the Handset, but will in the greatest extent enable RNR to remotely; approximate location (network-based); determine precise location (GPS and network-based); read, modify or delete the contents of the Handset, receive data from the internet; view network connections; read Google service configuration; read sensitive log data, read Handset status and identity, take photographs via the Handset; make audio and video recordings via the Handset; view Wi-Fi connections, change audio settings; prevent the Handset from “sleeping”; control the Handset vibration; change system display settings; control the flashlight; modify secure system settings; run at start-up; read sent and received SMS and other data messages : “wipe” the Handset; lock the Handset; erase the SD card; determine Handset status : battery, IMEI, “hide from launcher”; detect when the sim card is changed, read the call list and start and stop the data connection.
5. Indemnity
5.1 The Third-Party Provider acknowledges that:
5.1.1 The Services provided by it are reactive services provided in response to a set of circumstances which might pose a threat of harm or loss to the person and/or property of the Third-Party Providers or his or its employees;
5.1.2 Even where the Services might contain an element of the provision of preventative action or measure, it is not possible for RNR to guarantee the elimination or prevention of harm or loss to the person, property and/or reputation of the Third-Party Provider in every or any particular circumstance;
5.1.3 The Services might be interrupted, impeded or temporarily suspended by; a failure in municipal power supply, communication / radio / satellite signals and / or devices, weather conditions, flood, fire, labour strikes, civil unrest, damage to or obstruction of public and private roads, vandalism and the like, failure of or inadequate power supply to the Handset, damage to the Handset, damage to the Handset, defect in the Handset, the unauthorised or unlawful interference with, modification or alteration of the operating software of the Handset, all of which are beyond its ability to predict, control, remedy and/or prevent;
5.1.4 The Services are targeted at assisting the Client and its employees in the event of mechanical or other problems with the breakdown of a vehicle operated by the Client and in medical emergencies;
5.1.5 It is not possible for RNR to assure the safety or the elimination or reduction of all or any risks of whatsoever nature for the Third-Party Provider;
5.1.6 They will do their best to be available to accept a referral from RNR to act for or on behalf of a Client at the time the referral is made;
5.1.7 They will do their best to act timeously or with the requisite skill or care;
5.1.8 The performance by RNR of the Services may result in Personal Information being published publicly or to a spouse or child, and so becoming the cause of reputational harm or financial prejudice, or be otherwise subject to unauthorised exploitation;
5.1.9 It is not possible for RNR to ensure or warrant that any evidence it gathers will be admissible in any court or carry sufficient weight to prove any fact or result in any particular finding being arrived at;
5.1.10 The Services are provided entirely at the risk of the Third-Party Provider; and
5.1.11 The provision of the Services may be affected by the quality of the cellphone coverage available to RNR, the Third-Party Provider and the Client and their employees, from time to time. Coverage is affected adversely by a number of things, including, distance from built up areas, physical features such as mountains, buildings and underpasses, as well as atmospheric conditions and other causes of interference.
5.2 The Third-Party Provider does hereby:
5.2.1 Irrevocably waive and abandon all claims and indemnifies RNR against all claims (including but not limited to claims for personal injury, personal incapacity (temporary or permanent), loss of life, damage to property and disclosure or exploitation of Personal Information) which he / they might have against or which might be made against RNR, its directors, employees, representatives or agents, whether in contract, delict, statue or otherwise for any special, general, direct, indirect or consequential losses or damage, which may come into existence after the time of signature hereof, arising out of the performance of this Agreement and associated conduct, whether or not such claims are due to RNR, its directors’, employees’, representatives’, agents’, suppliers’ and/or third party service provider’s negligence (ie failure to use such care as a reasonable prudent and careful specialist contractor would use under similar circumstances);
5.2.2 Accept the above risks and agree to the terms hereof unless RNR or its affiliates, directors, employees, representatives or agents are found to have acted wrongfully with gross negligence or intent;
5.2.3 Accept that RNR, its directors, employees, representatives and agents will at times have to act in a situation of sudden emergency where a decision needs to be made by them as to the appropriate action to take from a number of possible alternatives, based on limited information, in a short space of time and with serious consequence; and before an incorrect decision made under these circumstances can attract liability it will have to have been made with a degree of negligence which was gross in the circumstances; and
5.2.4 Accept that RNR is not under any circumstances liable or responsible for the wrongful, intentional, negligent or grossly negligent acts or omissions of its agents or employees and will not be responsible for any special, general, direct, indirect or consequential losses or damages suffered.
6. Incident history and call recording
6.1 RNR has access to past Incident case reports and can generate internal reports for its own business processes or for use in investigating a complaint.
6.2 All calls made to or by the RNR Centre will be recorded and stored for a limited time in accordance with privacy laws, regulatory records retention requirements and legitimate operational requirements. The Third-Party Provider hereby consents to the retention of records.
7. Device requirements and compatibility
7.1 RNR does not warrant that any RNR Technology will be compatible with the handsets of the Third-Party Provider or that of any of his or its employees.
7.2 The availability of the Services is subject to the following requirements for the functionality of the RNR Technology;
7.2.1 The Handset used to access the RNR Apps must be powered on;
7.2.2 The Handset used to access the RNR Apps must not be damaged rendering it unable to transmit data to RNR;
7.2.3 The Handset used to access the RNR Apps shall have usual “Smart” and text messaging capability;
7.2.4 The Handset used to access the RNR Apps must be within a usual network data coverage area and must be enabled and operational;
7.2.5 The GPS on the Handset used to access the RNR Technology must be enabled on High Location accuracy; and
7.2.6 The required specifications for the Handset should be 3G compatible or above.
7.3 The terms of agreement with the Third-Party Provider’s or his or its employee’s respective mobile communications network provider will continue to apply when using the RNR technology and is not RNR’s responsibility.
7.4 The Third-Party Provider is responsible for obtaining the data network access necessary to use the Services. The Third-Party Provider’s mobile network data and messaging rates and fees may apply when they access or use the Services from their Devices.
7.5 RNR shall not be liable for any communication, software or hardware costs the Third-Party Provider or his or its employees may incur in connection with access or use of the RNR Technology.
7.6 RNR does not guarantee that the RNR Technology or RNR Apps will function on any particular hardware or Device.
7.7 The Services may be subject to malfunctions and delays inherent in the use of the internet and electronic communications.
8. Registration and creation of an account
8.1 The Third-Party Provider acknowledges that:
8.1.1 In order to make use of the RNR technology, the Third-Party Provider must create an account with RNR. This process can be completed either manually, via the RNR technology or RNR Apps or on the RNR website.
8.1.2 Upon login, a one-time pin will be sent to verify the account via SMS (short message service).
8.1.3 The Third-Party Provider must allow all permissions as requested by the RNR Technology or RNR Apps in order for the technology to be fully functional.
8.1.3.1 The RNR Technology requires access to the device location even when not actively in use. Location updates are required during an Incident in order to provide assistance; and
8.1.3.2 Should the Third-Party Provider or his or its employee disable notifications for the RNR technology, the Client and the Third-Party Provider will not get updated Incident notifications, or relevant information.
8.1.4 Should the Third-Party Provider select the option to join the communications mailing list and receive news alerts, RNR shall utilise the valid email addresses submitted by the Third-Party Provider to provide this information.
8.1.5 The Third-Party Provider shall keep their access details confidential and not allow others to use them. Security of the account is the responsibility of the Third-Party Provider and RNR assumes no liability for any loss or damage arising from any unauthorised use by a third party. The Third-Party Provider must notify RNR immediately of any unauthorised use of the account or any other breach of security.
8.1.6 In the event of the security of the account being compromised, RNR reserves the right to suspend the processing of any communications and will immediately deactivate the associated login credentials.
8.1.7 The Third-Party Provider hereby indemnifies RNR, its directors, employees, representatives and agents, for any and all losses, damages and expenses arising from the Third-Party Providers failure to ensure the security of the account, including all legal fees on an attorney and own client scale.
8.1.8 By creating an RNR account the Third-Party Provider agrees to refrain from:
8.1.8.1 Selecting or using a name, mobile phone number, or e-mail address of another person with the intent to impersonate that person;
8.1.8.2 Using a name, mobile phone number, or e-mail address subject to the rights of any person without their authorisation;
8.1.8.3 Using “bots” or other automated ways to create an account;
8.1.8.4 Breaching the terms and conditions of this Agreement; or
8.1.8.5 Using a name in violation of the intellectual property rights of any person.
9. Emergency response and prevention centre (RNR Centre) responsibilities
9.1 As soon as a Client or one of its employees has requested assistance, the Incident is automatically loaded onto the RNR system and assigned to a Response Centre Agent in the RNR Centre.
9.2 Response Centre Agents are employed by RNR and their backgrounds are verified which includes collecting copies of certain basic information submitted by the Response Centre Agents in relation to their identity, experience, training, qualifications and references.
9.3 Response Centre Agents are required to conduct themselves in a professional and respectful manner and in line with the RNR code of conduct.
9.4 Response Centre Agents are under a duty to present themselves in a lawful, honest and accurate manner, and in such a way as not to mislead a Client or Third-Party Provider.
10. Third-party providers
10.1 In order to provide the Services to the Client, the Third-Party Provider acknowledges and agrees that RNR only connects the Client with and relies on Third-Party Providers to physically attend to any Incident and that will include, but not be limited to:
10.1.1 Emergency Response teams;
10.1.2 The South African Police Service;
10.1.3 Medical Emergency team;
10.1.4 Breakdown Suppliers;
10.1.5 Towing services;
10.1.6 Repair services;
10.1.7 Tyre providers; and
10.1.8 Auto Electricians.
10.2 The Third-Party Provider agrees that RNR shall not be liable for any failures by a Third-Party Providers to render services attributable them.
10.3 The Third-Party Provider agrees that any medical emergency service provider shall render services for the Client on a client-to-pay basis i.e. the Client shall be directly liable to such a Third-Party Provider for their fees associated with the services provided;
10.4 The Third-Party Provider releases RNR, its officers, employees, agents and successors from any claims, demands and all and any losses, damages, rights and actions of any kind including, without limitation, personal injuries, death and property damage, that is either directly or indirectly related to or arises from:
10.4.1 Any services or actions provided by Third-Party Providers;
10.4.2 Any interactions with Clients using the RNR App;
10.4.3 Any interactions with any Response Centre Agent;
10.4.4 Any technical issues or other service issues that may lead to a delay in a response to an Incident, a delay in any services being provided or in a delay in any payment due to them.
10.5 Additionally, Apple Inc, Google Inc or Microsoft Corporation will be a third-party beneficiary to this contract if a Third-Party Provider accesses the Services using the RNR Apps developed for Apple IOS, Android, Google Inc or Microsoft Windows respectively. Those third party beneficiaries are not parties to this Agreement and RNR are not responsible for the provision or support of their services in any manner. A Third-Party Providers access to the services using these devices is subject to the terms set forth in the applicable third party beneficiary’s terms of service.
10.6 The Third-Party Provider acknowledges and agrees that RNR depends on them to provide Services and further agrees that:10.6.1 The Client is liable for payment, directly to the Third-Party Provider, upon completion of any work done by them; and10.6.2 All repair and maintenance work is provided by independent mechanics and personnel from Third-Party Providers, not by RNR and accordingly RNR has no responsibility or liability for any services or parts provided to a Client by Third-Party Providers.
10.7 Under no circumstances will RNR’s liability arising out of or in connection with this Agreement and any job exceed the amount invoiced for such job.
10.8 In addition, in no event will RNR be liable for any special, indirect, incidental, punitive, or consequential damages of any kind, however caused, whether they are negligent or not. The aforegoing limitations shall apply to the maximum extent permitted by law and shall survive indefinitely.
11. Duties of third-party providers
11.1 Account registration requires the Third-Party Provider to submit to RNR certain employee specific information such as names, mobile numbers, Identity details (passport and ID numbers) etc.
11.2 The Third-party Provider agrees to maintain and provide RNR, accurate, complete and up-to-date information about the Third-party Provider and where necessary its employees. Failure to maintain accurate, complete and up-to-date account information may affect the ability of the Third-Party Provider to provide the Services.
11.3 The Third-party Provider agrees to being responsible for all activity that occurs on their account, and agrees to maintain the security and secrecy of the account username and password at all times.
11.4 Inform RNR of any technical issues that are experienced by them.
12. Duties of RNR
12.1 As far as is possible protect the privacy of any Personal Information it is provided with by the Third-Party Provider.
12.2 Manage its personnel in the provision of the Services.
12.3 As far as is possible keep all data that it holds or stores on behalf of the Third-Party Provider secure by following usual and appropriate protocols in that regard.
13. Intellectual property
The Third-Party Provider acknowledges that:
13.1 RNR is the lawful and sole owner of the RNR Technology, all present and future intellectual property rights, whether or not registrable, in and pertaining to and arising from the RNR Technology, including, but not limited to, registered patents and patent applications, registered and unregistered designs and trademarks, copyright, confidential information, source codes, technical know-how, trade secrets, new proprietary and secret concepts, methods, techniques, processes, adaptations, ideas and technical specifications, testing methods and any related intellectual property rights, including the right to have all of the aforegoing registered in the name of RNR;
13.2 All existing intellectual property rights of RNR shall remain its exclusive property and neither the Third-Party Provider nor any other person shall infringe on its intellectual property rights in any respect;
13.3 Nothing contained in this Agreement nor the conduct of business between RNR and the Third-Party Provider, or any other person, shall serve to confer on the Third-Party Provider or such other person any rights in or to any of the intellectual property of RNR, save for the limited right of having the RNR Technology or RNR App/s installed on a Device as expressly provided for in this Agreement and for the limited duration of this Agreement or any service agreement between RNR, the Third-Party Providers and any of its affiliates or service providers, or any one of them, and the Client;
13.4 Subject to your compliance with these Terms, RNR grants to the Third-Party Provider a limited, non-exclusive, non-sub licensable, revocable, non-transferable license to:
13.4.1 access and use the RNR Apps on their Handsets solely in connection with your use of the Services;
13.4.2 access and use any content , information and relatable materials that may be made available through Services; and
13.4.3 Any rights not expressly granted herein are reserved by RNR.
13.5 The Services and all rights therein shall remain RNR property along with the RNR Apps and RNR Technology. Neither these terms and conditions nor the Third-Party Providers’ use of the RNR Apps or the RNR Technolgy convey or grant to them any rights in or related to the Services or to use the RNR company names, logos, product and service names, apart from as is agreed herein.
14. Prohibited uses
14.1 The Third-Party Provider acknowledges that neither it nor any other person may use or cause the RNR Technology to be used by it or anyone else for any unlawful purpose; to solicit the performance of or participation in any unlawful acts; to contravene any laws; to infringe any intellectual property rights including those of RNR, to harass, abuse, insult, harm, defame, intimidate, or discriminate; to submit false or misleading news; to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the RNR Technology or any of RNR’s operating systems, other websites, or the internet or to collect or track the personal information of others except in furtherance of the purposes of this Agreement.
14.2 The Third-party Provider may not remove copyright, trademark or use any other proprietary notices from any portion of the Services or RNR Technology.
14.3 The Third-Party Provider may not reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by RNR.
14.4 The Third-Party Provider may not decompile, reverse engineer or disassemble the Services or the RNR Technology.
14.5 The Third-Party Provider may not link to, mirror or frame any portion of the Services or RNR Technology.
14.6 The Third-Party Provider may not cause or launch any programmes for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or RNR Technology or unduly burden or hinder the operation and/or functionality of any aspect of the Services.
14.7 The Third-Party Provider may not attempt to gain unauthorised access to or impair any aspect of the Services, the RNR Technology or its related systems or networks.
14.8 The Third-Party Provider represents and warrants that it is the sole and exclusive owner of all information shared with RNR and that it has all of the rights, consents and releases necessary to share any information shared and that RNR’s use of any information will not infringe, misappropriate or violate a third party’s intellectual property rights or privacy rights.
14.9 The Third-Party Provider agrees not to share anything in relation to the Services or the RNR App that is defamatory, hateful, violent, obscene, unlawful, or otherwise offensive, as determined by RNR in its sole and absolute discretion and that RNR can remove anything posted or shared on RNR App or any other of its platforms, at its sole discretion.
15. Suspension/disconnection of services
15.1 RNR may from time to time, suspend the Services, or the RNR Technology or disconnect from a mobile network for a period, in any one of the following circumstances:
15.1.1 during any technical failure, modification or maintenance;
15.1.2 if the Third-Party Provider fails to comply with any of the terms and conditions of this Agreement;
15.1.3 if so directed by any regulatory authority; or
15.1.4 in any other instance specifically provided for in this Agreement.
15.2 Having regard to the circumstances at the time of suspension, disconnection or reconnection, as the case may be, RNR shall be entitled to levy a reasonable fee in respect of such suspension, disconnection and/or any reconnection.
15.3 Where this Agreement is terminated at the Third Party Provider’s instance RNR shall be entitled to disconnect all of a Third Party Provider’s cellphone numbes and SIMs and stop providing the Services from the date of termination and the Third-Party Provider shall have no claim of whatsoever nature against RNR.
16. Disclaimers; limitation of liability; indemnity
The Services are provided “as is” and “as available”. RNR disclaims all representations and warranties, express, implied, or statutory, not expressly set out in these terms and conditions, including implied warranties, fitness for a particular purpose and non-infringement. In addition RNR makes no representation or warranty regarding the provision of the Services, a Client’s ability to pay, a Client’s co-operation, timelines, quality, suitability, or availability of the Services or that they will be uninterrupted or error-free. Further RNR does not guarantee the quality, suitability, safety or ability of any Third-Party Providers. The Third-Party Provider agrees that the entire risk in the provision of the Services or associated therewith vests in the Third-Party Provider and that they cannot claim payment from RNR with regards the provision of the Services unless a specific written agreement is concluded in that regard.
17. Duration of agreement
17.1 This Agreement shall subsist from the Effective Date until the Termination Date.
17.2 The Agreement shall run on a recurring month to month basis.
17.3 In order to terminate the Agreement, the Third-Party Provider shall give RNR written notice of termination on or before the 15th day of any Calendar Month and the Agreement shall terminate on the last day of the following Calendar Month.
17.4 RNR shall be entitled to cancel this Agreement on one Calendar Months’ notice or in terms of Clause 20 below.
18. Payment to third-party providers
18.1 A Client will usually be responsible for making payment for any services or goods directly to Third-Party Providers.
18.2 RNR will, where applicable or possible, receive and enable a Client’s payment of the applicable charges for services or goods obtained through the use of the Services from Third-Party Providers.
18.3 Charges will be inclusive of applicable taxes where required by law. Charges may include other applicable fees, surcharges or processing fees for payments.
19. Restraint
19.1 The Third-Party Provider is specifically prohibited and restrained from dealing directly with a Client or Clients, directly or indirectly, other than through the RNR Technology and RNR App, which restraint applies in Southern Africa for the duration of this Agreement and for a period of 1 (one) year after it comes to an end, for whatever reason.
19.2 The Third-Party Provider acknowledges that the restraint set out in clause 19.1 above is reasonable in subject matter, geographical area and duration.
19.2 Should it come to the attention of RNR that the Third-Party Provider is in breach of the restraint contained in clause 19.1, then RNR shall be entitled to immediately cease providing the Services and withdraw access for the Third-Party Provider to the RNR App, no matter what is contained elsewhere in this Agreement.
20. Written notice
20.1 All notices to RNR in terms of this Agreement shall be in writing and will only be capable of being relied upon and regarded as received by RNR if delivered to RNR by one of the following means:
20.1.1 By hand delivery to A3 Heritage House, 20 Old Main Road, Hillcrest, 3610; or
20.1.2 By email transmission to michelle@rnresponse.co.za.
20.2 All written notices to the Third-Party Provider provided for in this Agreement shall be capable of being relied upon and regarded as received by the the Third-Party Provider if transmitted to the Third-Party Provider via email, telefax or registered or normal post to the email address or other addresses provided by the Third-Party Provider.
21. Breach
21.1 If the Third-Party breaches any provisions of this Agreement or fails to perform the Services within acceptable guidelines or any service level agreement signed and if such breach is capable of being remedied, fails to remedy the breach within 10 Business Days after written notice has been given to the Third-Party Provider by RNR requiring the breach to be remedied, RNR shall be entitled, without prejudice to any other rights it may have, to
21.1.1 Seek an order for specific performance against the Third-Party Provider; or
21.1.2 To cancel this Agreement and claim any damages it has suffered and / or claim restitution.
21.2 The Third-Party Provider shall be liable for all legal costs and expenses (calculated on an attorney and own client scale) incurred as a result of any breach of any provision of this Agreement by the Third-Party Provider.
22. General
22.1 This Agreement supersedes all other discussions, agreements and/or understandings between representatives of RNR and the Third-Party Provider regarding the subject matter hereof.
22.2 Should RNR be unable to perform any of its obligations in terms of this Agreement as a result of any Act of God, war, strike, lock-out or other labour dispute, fire, flood, legislation, insurrection, sanctions, pandemic or medical emergency, trade embargo or any economic or other cause beyond the reasonable control of RNR (any such event hereinafter called "force majeure"), then RNR shall be entitled to give notice to the Third-Party Provider and its obligations shall immediately be suspended until such time as it is able to perform again.
22.3 This Agreement shall in all respects (including its existence, validity, interpretation, implementation, termination and enforcement) be governed by the laws of the Republic of South Africa.
22.4 The Third-Party Provider consents to the jurisdiction of the High Court of South Africa, KwaZulu-Natal, Durban Local Division in respect of any dispute arising out of this Agreement, however RNR shall not be obliged to institute action out of that Court.
22.5 Any provision of this Agreement which is presently or in the future becomes illegal, invalid or unenforceable shall, to the extent of such illegality, invalidity or unenforceability, be treated as if it had not been drafted and shall be severed from this Agreement, without invalidating the remaining provisions of this Agreement.
