Standard Agreement

This document is a legal agreement between you, the "Supplier" (as defined below) and NeedaQuote.co.za. These Supplier's Terms and Conditions ("Agreement") sets forth the provisions under which the Supplier may register and use the web-site for the purpose of responding to solicitations for the acquisition of software solutions, services, and products.

Definitions
Site (s): NeedaQuote.co.za: (if applicable) is the parent company and owner of the site also hereinafter referred to NeedaQuote.co.za.

Quotation Requests: Users of the site desiring to purchase products/services via a reverse auction make Quotation Requests on the site to solicit bids from suppliers/service providers.

Bids: Anyone that places a bid on a project in an attempt to gain sales/employment.

Buyer: Individual(s) or a Company instigating a Quotation Request for products and/or services in an effort to gain bids for same.

Supplier: Individual(s) or a Company providing a product/service.

Governing Law
This Agreement will be governed by the laws in force in the Republic of South Africa and each party unconditionally submits to the non-exclusive jurisdiction of the Courts of the Republic of South Africa in relation to any legal action, suit or proceeding arising out of or with respect to this Agreement

1. Term
   The initial term of this Agreement shall be a period of one (1) month from the Effective Date. Thereafter, the Agreement shall automatically renew for subsequent one (1) month terms. At any time, either party may terminate this agreement, with or without cause. NeedaQuote.co.za reserves the right to immediately terminate any Supplier who commits fraud, slander, a denial-of-service attack, or commits any other action which it deems inappropriate. Neither party has made any commitments regarding the duration or renewal of this Agreement beyond those stated herein.

2. Scope
   Upon completion of the Registration Form and after accepting the site Terms of Service and this agreement, the Supplier is authorized to respond to Quotation Requests. Final content of all responses to Quotation Request documents is at the complete and sole discretion of the Supplier. NeedaQuote.co.za reserves the editorial right to censor any responses that it feels are inappropriate. This is a master agreement between Supplier and NeedaQuote.co.za shall apply to all transactions and business conducted between the parties.

3. Supplier's Obligations
   Supplier will provide solutions and/or quotations via NeedaQuote.co.za in response to Quotation Requests posted on NeedaQuote.co.za's website by clients. This Agreement shall govern the business relationship between NeedaQuote.co.za and Supplier despite any different or conflicting terms and conditions in Supplier's forms or other documents.

• Supplier authorizes NeedaQuote.co.za to treat any person using Supplier's password pair (username and password), and any resulting transactions, obligations and liabilities as if Supplier used the website and/or services itself.
• Supplier's information shall be true, accurate and up-to-date at all times. This includes, but is not limited to, information within a response to Quotation Request documents, information concerning intellectual property ownership and rights thereto. Supplier shall determine how intellectual property rights shall be transferred, if any, to Buyer. Supplier is solely responsible for protecting its intellectual property rights, including works made for hire, and for negotiating all rights, title and interests therein with Buyers.
• Supplier agrees to post bids for the entire project/product. As this site is intended for commercial purposes only...offering free services, or redirecting a Buyer to a site other than NeedaQuote.co.za to fulfill their needs is prohibited. Posting contact information including but not limited to phone #s, email addresses, Internet URL's, Yahoo Messenger Ids, ICQ ids, on bids or an author's profile is strictly prohibited. Violators of any of these terms can have all of their NeedaQuote.co.za accounts terminated, at the discretion of NeedaQuote.co.za without a refund of any credits with NeedaQuote.co.za.
• Should arbitration occur and the Supplier not follow these rules, NeedaQuote.co.za may immediately arbitrate in favor of the Buyer, as well as consider punitive actions against the Supplier.
• As NeedaQuote.co.za provides its service in return for a Fee, the Supplier agrees not to contact any Buyer outside of the site (by email, phone, etc.) before payment is made . Doing so can result in immediate account termination and expulsion, at the discretion of NeedaQuote.co.za.
• In the event that NeedaQuote.co.za procures, or is the procuring cause of, a solution for Buyer's Quotation Request, and Buyer and Supplier do not use the NeedaQuote.co.za website or services to transact their business and/or use other means to transact their business, Supplier shall be considered guilty of 'fraud'. The Supplier shall also be considered guilty of fraud should they find a Buyer in an 'open auction' and attempt to cheat NeedaQuote.co.za out of the 'open auction' fee by redirecting the Buyer to repost he auction as a cheaper auction such a 'one-on-one', even though the Buyer made full use of the open auction. In either case the Supplier shall pay NeedaQuote.co.za a penalty fee in the amount of twenty-five percent (25%) of the amount paid to Supplier. Such fees may be deducted from the Supplier's outstanding credits on the site, at NeedaQuote.co.za's option. NeedaQuote.co.za reserves the right to terminate any Supplier who circumvents the site in this manner.
• The anonymous nature of the Internet makes it possible for a Supplier who has had their account involuntarily terminated (or who received unfavorable ratings on that account) to create another account on the site and resume transacting business on the site, against the will of NeedaQuote.co.za. NeedaQuote.co.za regularly monitors site profiles for this sort of action, and should the Supplier be determined by NeedaQuote.co.za to have done this, they will forfeit the balance of all of their accounts.
• Supplier understands and agrees that NeedaQuote.co.za may be called upon by the Buyer, a third party, or a self-initiated investigation to audit the work that was performed. Supplier agrees to make available to NeedaQuote.co.za all information related to the questioned Quotation Requests. NeedaQuote.co.za agrees not to copy, acquire, sell, barter, trade, or use this information in any manner other than to verify that work was performed as contracted. If a non disclosure is required by the Buyer to view the information, NeedaQuote.co.za and the Buyer will make all reasonable arrangements.
• Should a Buyer dispute delivery, Supplier agrees to upload the entire and complete deliverables at the time of work (or each stage) completion and or all tracking numbers/postage/courier details. Should a supplier choose not to do so (despite this agreement) and the Buyer disputes delivery, Supplier agrees that they, not NeedaQuote.co.za, will be liable for the entire amount. NeedaQuote.co.za will deduct all such disputed monies from the suppliers account. If the suppliers account is insufficient to cover the funds the Supplier will be asked to cover the remainder from their personal funds. If supplier cannot or will not cover the remainder from their private funds, NeedaQuote.co.za may pursue all and any means at its disposal to collect the funds including prosecution.
• Supplier has the right to rate Buyers on completed transactions and transactions that are cancelled in Supplier's favor. However should NeedaQuote.co.za, at its sole discretion, determine that a Supplier's rating is inaccurate or in any way retaliatory in nature, then NeedaQuote.co.za may amend, replace or delete the Supplier's rating, and a note about such may be placed as a public rating on the Supplier's account. A Supplier who practices retaliatory ratings may be found in default of this agreement and banned from the site.

4. NeedaQuote.co.za Rules Of Arbitration between client and supplier
   These rules of arbitration exist to ensure a fair and safe environment for the buying and selling of products and services. Should a dispute arise over the completion of a project, the delivery of products, the allocation of funds, or any other issue, both Buyer, Supplier and NeedaQuote.co.za agree to the following rules:

• NeedaQuote.co.za will not be in anyway involved in Buyer/Supplier arbitration other than to provide information/data to the appointed arbitrator:
• Should the Buyer and Supplier not be able to come to agreement on acceptance, whether deliverables have been met, or any other matter, both sides agree to follow these rules:
• First, either client or supplier may give notice to the other about the nature of the dispute ("Notice") and client and supplier will seek to negotiate a settlement within 14 working days of receipt of the Notice;
• Second, to the extent those negotiations fail, client and supplier will seek, within a further 2 days, to reach agreement on the appointment of a mediator for resolving the dispute, and failing any such agreement, the mediator shall be appointed by AFSA Secretariat and, the mediation shall be conducted in accordance with the AFSA Administered Mediation Rules; and
• Failing such a resolution, the dispute, if arbitrable in law, shall be finally resolved in accordance with the Rules of the Arbitration Foundation of Southern Africa by an arbitrator(s) appointed by the Foundation.
• To prevent 'retaliatory ratings', the losing party in arbitration forfeits the right to rate the other party. NeedaQuote.co.za reserves the right to suspend rating rights on the Quotation Request to either or both parties, and/or to remove ratings it judges to be retaliatory.  

5. NeedaQuote.co.za Rules Of Arbitration between client and supplier
   These rules of arbitration exist to ensure a fair and safe environment for the buying and selling of products and services should a dispute ariseover the allocation of funds, or any other issue, both Buyer, Supplier and NeedaQuote.

6. Supplier’s Representations.
   Supplier represents that it has the full power and authority to execute this Agreement. Supplier is the owner of, and/or has received all appropriate consent from the owners of, any and all material, information, intellectual property in any form, or other data that Supplier makes available to NeedaQuote.co.za.

7. Acceptance
   Upon Buyer's receipt and acceptance of Supplier's service or product, they will promptly indicate acceptance via the web site.
   Should there be any dispute regarding acceptance, both Supplier and Buyer designate NeedaQuote.co.za as the final binding authority and arbiter of the dispute, and agree to abide by its decision.

8. Taxes
   NeedaQuote.co.za does not collect taxes, duties, fees or other governmentally imposed excises, so Supplier and Buyer agree to assume their respective responsibilities under the law.

9. Trademarks And Confidential Information
   Trademarks. NeedaQuote.co.za may use Buyer's Trademarks in Quotation Requests, or related documentation. NeedaQuote.co.za's or Supplier's use of Trademarks shall be consistent with proper trademark usage. Neither party grants to the other any right, title, or interest in any Trademarks except as provided in this Section. Supplier is responsible for appropriately attributing any of its Trademarks or the trademarks of third parties.
   
   Access to and Use of Confidential Information. A party receiving Confidential Information agrees (i) that it is claimed to be a trade secret of the other party, (ii) not to disclose or use any of such Confidential Information for any purpose except as necessary and consistent with the terms of this Agreement, (iii) to limit the use of and access to such Confidential Information to only those employees who have a need to know, and (iv) that it will immediately notify the other party in writing of any unauthorized disclosures and/or use thereof. Such notice shall include a detailed description of the circumstances of the unauthorized disclosure or use and the parties.
   
   Exclusions. A party shall have no obligation as to Confidential Information that (i) is provided in a tangible form and not labeled as confidential or proprietary, or if provided orally, not designated as confidential or proprietary at the time of disclosure, (ii) is known to the receiving party at the time of disclosure, as evidenced by documentation in the receiving party's possession at the time of such disclosure, (iii) is independently developed by the receiving party (provided the receiving party can show that such development was accomplished by or for the receiving party without the use of or any reference to Confidential Information), (iv) becomes rightfully known to the receiving party from another source without confidentiality restrictions, (v) is or becomes part of the public domain through no wrongful act of the receiving party, or (vi) is furnished by the disclosing party to a third party without confidentiality restrictions. A receiving party may disclose Confidential Information pursuant to a competently authorized judicial or governmental request, requirement or order, provided that the receiving party takes reasonable steps to give the disclosing party sufficient notice to contest such request, requirement or order and/or to seek a protective order.
   
   Return of Confidential Information. In any event of termination or expiration of this Agreement, each party will, within five (5) business days return to the other party such party's Confidential Information.

10. Intellectual Property Infringement Indemnity
    Infringement Claims. Supplier will defend and hold NeedaQuote.co.za harmless in any suit or proceeding based on a claim that any equipment, products or services transacted under this Agreement, constitutes infringement of any copyright, patent or trademark. Supplier will pay all settlements or damages awarded against NeedaQuote.co.za, provided that NeedaQuote.co.za (i) informs Supplier of such suit or proceeding in writing and within thirty (60) days of actual notice of a claim, and provides Supplier with all related information, (ii) grants Supplier the authority to settle or litigate such suit or proceeding, and (iii) provides all necessary assistance to Supplier.

11. Limitation Of Liability; Indemnity
    IN NO EVENT SHALL NeedaQuote.co.za BE LIABLE TO Buyer's, Supplier's, OR ANY OTHER PERSON FOR EXEMPLARY, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION THE COST OF COVER, LOSS OF PROFIT, USE, SAVINGS OR REVENUE, OR THE CLAIMS OF THIRD PARTIES, WHETHER OR NOT NeedaQuote.co.za HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS. THE LIMITATIONS IN THIS SECTION SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

12. Indemnification by Supplier: Supplier shall indemnify, defend (with counsel approved in writing by NeedaQuote.co.za) and hold NeedaQuote.co.za, its officers, directors, shareholders, employees, insurers, attorneys, successors and assigns harmless against any and all claims for cost, damage, expense (including reasonable attorneys' fees) or liability arising out of or related to the acts or omissions of Supplier, its employees, representatives or agents.

13. Default And Termination.
    Default. Should the Supplier default, their account may be terminated by NeedaQuote.co.za. Supplier shall be considered to have defaulted under the Agreement for any failure to perform its obligations to Buyer under any Quotation Request awarded to Supplier and/or if NeedaQuote.co.za discovers any material misrepresentation or omission that Supplier has made in this Agreement or its Registration. In the case of either party, the failure by such party to observe or perform any material covenant or obligation under this Agreement shall constitute default. Supplier may also be considered in default if they violate the site terms of service, or violate the Custom Buyer Agreement (if they are also a Buyer), or if their service to Buyers is poor (defined as receiving 2 or more below average ratings and/or complaints).
    
    Survival. The parties' obligations under Sections 7, 8 and 9 shall survive any termination and/or expiration of this Agreement.

14. General
    Assignment:  Supplier shall not assign or transfer this Agreement without NeedaQuote.co.za's prior written consent, which shall not be unreasonably withheld. Any attempted assignment shall be null and void. Relationship of the Parties. This Agreement does not create a franchise, joint venture or partnership between the parties. Neither party hereunder is the agent, broker, partner, employee, or legal representative of the other for any purpose, except that NeedaQuote.co.za is the agent for Supplier and Buyer in bringing the two, or more, parties together using the NeedaQuote.co.za website. NeedaQuote.co.za shall act as a fiduciary for Buyer and Suppliers for the limited purpose of collecting and disbursing Quotation Requests and bids. For all other purposes, the parties are independent contractors.Excused Performance. Neither party shall be liable for failure to perform its obligations under this Agreement for causes beyond its reasonable control.No Waiver. The failure of either party to enforce any of the provisions hereof shall not be construed to be a waiver of the right of such party to thereafter enforce any such provision.Unenforceable Provisions. If any term of this Agreement is found to be illegal or unenforceable, the remaining portions of this Agreement shall remain in effect, provided that the parties agree to negotiate in good faith substitute enforceable terms.Modifications; Special Agreements; Entire Agreement. Note that NeedaQuote.co.za reserves the right from time to time to amend, modify or change this agreement. When this happens, NeedaQuote.co.za shall notate the new information clearly and post a notice in the 'news' section of the site about the update. Due to the majority of parties requesting not to be contacted via email about updates to the site, email notice will not always be given. Additionally, due to the financial costs associated with written notices...written notice will not always be given. If you are interested in keeping abreast of the latest changes to this agreement, then please bookmark this page and review it from time to time, or monitor the 'news' section of the site.

IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT BY PROVIDING NOTICE TO US. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

15. User Traffic and its Content
    While we will always endeavour to maintain ongoing access, and, prevent and correct disruptions and failures on this Site, we cannot and do not exercise control over the data, files and other information passing through our computer systems and network resources. Therefore you agree that client/supplier:

• Are responsible for the flow and storage of your information through our computer systems and network resources;
• Take full responsibility for data, files and other information you own, send, or receive and ensure that at all times you maintain adequate backup copies as appropriate;
• Must not engage in mass postings of messages, either through e‑mail or onto newsgroups, or engage in any harassment, 'electronic stalking' or 'spam';
• Must respect and abide by the conventions and rules governing the use of newsgroups, lists, discussion forums (such as ICQ and internet relay chat or similar channels), and networks, and must not post messages or otherwise communicate inappropriately, or send unsolicited messages (commercial or otherwise); and
• Accept that certain content on this Site, despite any steps we may take may contain material that you may find inappropriate, offensive, inflammatory, or adult in nature and further accept that we do not endorse such materials and disclaim any and all liability for their contents.
• We cannot and do not know whether you have given access to your NeedaQuote.co.za account to other people. You are therefore totally responsible for:
• When and how your account with us is used; and
• The actions of the people (if any) you allow to access, or transmit information through this Site, our computer systems and network resources or otherwise utilise the Services (whether or not you have given them your login and password details or not).

16. Commercial Uses of NeedaQuote.co.za Services
    We cannot and do not take any responsibility for any commercial enterprises you may conduct as the proprietor of any goods or services that you have chosen to sell or buy in reliance on this Site, our computer systems, network resources or the Services as part of a business or profit-making activity. Specifically:

• if you, or those whom you permit to use your account, choose to rely upon this Site, our computer systems, network resources or the Services in any manner to support a business or other profit-making activity, you do so at your own risk absolutely; and
• advertising, credit card payment channels, direct-debit facilities, and electronic registration forms are all examples of commercial uses of the Services where you must bear the risk absolutely.
• The Services on this Site are provided to you personally and you must never resell, trade, or barter your rights to use the Services to another person or persons nor permit any third party to use the Services.

17. Relying Upon NeedAQuote.co.za's Services
    Whether you are using the Services for private or commercial purposes, or both, the quality and continuity of our Services depends on many factors over which we have no control and cannot seek to control. While we will always endeavour to maintain ongoing access, disruptions and failures of this Site, any or all computer systems, network resources and the Services, are probable in such an operating environment. Recognising this, you agree that:

• we cannot and do not guarantee, warrant or otherwise imply that:
• you will receive constant and uninterrupted access to this Site or the Services; or
• you will receive unlimited access to all of the content available on the Site at any given time;
• we cannot always ensure that this Site, its computer systems and network resources will be fully or continually protected from unlawful access by others, including the infection of data or other information by viruses, or the alteration, misuse, or stealing of data or other information or that any of these activities will be detected.

18. Disclaimer and Limitation of Liability
    Notwithstanding, and in addition to any other provision in this Agreement, you agree that we will not be liable to you or any other person for any loss, damage, expense, or other amounts incurred, savings foregone, or hardship suffered, by any person however arising (including where the cause cannot be determined), or whether it arose directly or indirectly from any authorised or unauthorised use of, access to, reliance on, or any inability to use or access this Site, the Services, or as a consequence of such use, access, reliance, or inability to access, including, but not limited to any loss relating to one or more, or a combination, of the following:

• a failure, or error in the operation, of all or any part of this Site, our computer systems, network resources, the Services, or any other computer systems or network resources to which they may be connected or upon which they may rely, or the taking offline of any of those computer systems or network resources for any reason;
• any circumstances which produce or have the consequence of producing a degradation, fall-off, or complete severance of access to this Site or network resources or any other computer systems or network resources to which they may be connected by any person;
• in relation to an auction on this Site, that bids/Quotation Requests were not processed or accepted due to technical difficulties or for any reason whatsoever;
• whether we or another person could have foreseen such a loss or type of loss, or were negligent or reckless, whether or not the loss was suffered in connection with a business or commercial enterprise, including, but not limited to, any economic or consequential loss or damage, any and all damage to, or loss of, any equipment, property, data, or other information possessed by you or any other person, any loss of profits, and any losses relating to contracts, business, revenue, goodwill, or any anticipated savings;
• any personal losses or hardship, stress and anxiety, nervous shock, or other personal suffering or condition;
• any errors or omissions in any documentation or other literature provided by us, any errors or omissions in any data, on this Site, or any breach of contract or negligence on the part of us, our employees, agents or authorised representatives;
• any reliance on, the information and material contained on this Site about any goods and services or any other information or material whatsoever, or any information and material contained on, and the privacy of, web sites linked to this Site;
• any conduct, act or omission, whether negligent, reckless, or otherwise, whether within any actual, ostensible, or apparent authority or not, at all on the part of our employees, agents, or authorised representatives.
• To the extent permitted by law, all terms, conditions and warranties or representations, or representation whether express, implied, statutory, common law or otherwise relating to the Services or anything in these terms and conditions, are excluded unless expressly included in this Agreement.

19. Release and Indemnity
    Notwithstanding, and in addition to any other provision in this Agreement, to the maximum extent permitted by law, you agree to release from, and indemnify, NeedaQuote.co.za, against, any claims, losses, liabilities, suits, demands, proceedings, costs or expenses (including legal costs on a full indemnity basis) directly or indirectly related to, or, arising out of:

• your use of the Services;
• your offering for sale and the sale of, and/or, your bidding for and the purchase of, any goods and services as a result of using the Services;
• the reproduction, broadcast, transmission communication or making available of any information or material (including credit card details) by us or any users (other than you) made available by use of the Services;
• any one or more of the circumstances described in clause 14
• any alleged breach of a person's rights (including, but not limited to, defamation or misleading or deceptive conduct) by a communication, broadcast or transmission made available by means of the Services; or
• any claim by any person arising out of, or in connection with any cessation (temporary or permanent) of the supply of the Services in accordance with this Agreement.
• The indemnity under clause 11 does not extend to:
• expenses incurred by us that are unreasonable; or
• losses occasioned by us as a result of this Agreement proving not to be profitable to us.