GIRAFFE MASTER TERMS AND CONDITIONS OF USE

Introduction
These Terms of Use, in conjunction with the Additional Agreements, authorise you to make use of the Giraffe Application. Giraffe will own the Giraffe Application at all times.

Read these Terms of Use and the Additional Agreements carefully before installing, downloading, or using the Giraffe Application. By clicking on the confirm button while installing, downloading, and /or using the Giraffe Application, you agree to all of the terms and conditions of these Terms of Use and applicable Additional Agreement. If you do to agree to all the terms and conditions of these Terms of Use, promptly click the Do Not accept button, and cancel the installation or downloading. Use of the Giraffe Application is also subject to any Additional Agreements, Order Forms, policies or guidelines posted from time to time. You agree that your use of the giraffe application acknowledges that you have read these terms of use, understand it, and agree to be bound by its terms and conditions. If you do not agree to all of these terms, do not use the giraffe application.

1. Definitions

The words and/or phrases used in these Terms of Use and Additional Agreements will have the following definitions:

1.1 “Additional Agreements” collectively referred to as all related agreements, recruitment services agreements, Order Forms and standard terms and conditions, rules and service level agreements and such other rules and policies of the Giraffe Application;
1.2 "Applicant" means a citizen or permanent resident of the Republic of South Africa, that; is a medium-skilled job seeker; has a salary expectation which falls within the salary range specified on the Order Form; and has registered as a job seeker on the Giraffe Application;
1.3 “Confidential Information” means any documentation or information, whether written or oral, provided by the Disclosing Party to the Receiving Party and all information regarding the business affairs, methods of operation, data, systems, procedures or products which the Receiving Party or its contractors, consultants, agents or other representatives may receive or which may come to their attention in connection with the business of the Disclosing Party or otherwise pursuant to this Agreement;
1.4 "Database" means Giraffe’s Database of Applicants;
1.5 “Giraffe” means Geo Spatial Management Solutions Proprietary Limited, a private company registered as such under the laws of the Republic of South Africa, with company registration number 2011/104740/07;
1.6 "Giraffe Application" means the automated, online, software application developed by Giraffe which sources, screens, contacts and schedules interviews with Applicants on behalf of prospective employers. The Giraffe Application includes collectively, Services, all content of the Giraffe Application, the source code of the Giraffe Application; and upgrades, modified versions, updates, additions, and copies of the Giraffe Application in respect to which the rights are granted to you under these Terms of Use;
1.7 “User” means a registered client or User of the Giraffe Application;
1.8 “Order Form” means the completed and accepted form, together with its own standard terms and conditions, between the User and Giraffe for the specified use of the Giraffe Application, the Services, fees for the Services, additional services, salary range, term and termination of the Services;
1.9 “Services” mean the Giraffe Application services agreed between the User and Giraffe in the Order Form;
1.10 “Terms of Use” or “Terms” mean this Master Terms and Conditions for the use of the Giraffe Application which govern your access to and use of the Services.

2. Interpretations

2.1 Any reference to a statutory provision or enactment shall include references to any amendment, modification or re-enactment of such statutory provision or such enactment (whether before or after the Signature Date) and to any regulation or order made under such statutory provision or enactment.
2.2 Words importing a gender shall be treated as importing any gender.
2.3 Words importing the singular shall be treated as importing the plural and vice versa.
2.4 Expressions denoting a natural person shall be treated as including a juristic person and vice versa.
2.5 Clause headings and numbering are inserted for ease of reference only and shall not affect the construction of this Agreement.
2.6 Where any term is defined within the context of any particular clause in this Terms of Use, the term so defined shall, unless it appears clearly from the clause in question that such term has limited application to the relevant clause, bear the meaning ascribed for all purposes in terms of the Agreement, notwithstanding that such term has not been defined in this clause 1.
2.7 The rule of construction that provisions are to be construed against the Party responsible for drafting an agreement or part of an agreement or on whose behalf an agreement or part of an agreement was drafted shall not apply to this Agreement.
2.8 The expiration or termination of this Agreement shall not affect such provisions as may expressly provide that they will continue to apply after such expiration or termination, or which of necessity must continue to apply after such expiration or termination.

3. Giraffe Application and Acceptance of the Terms

3.1 The Terms are a legally binding agreement between you as the User (as specified on the registration or Order Form) and Giraffe (also referred to “we” as the context allows), so please read them carefully before using the Services.
3.2 By accessing the Giraffe Application or using the Services, you agree to accept and be bound by the Terms or such other Additional Agreements. Please do not use the Services or the Giraffe Application if you do not accept all of the Terms and Additional Agreements.
3.3 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with Giraffe, or (b) you are not permitted to receive any Services under the laws of South Africa or other countries / regions including the country / region in which you are resident or from which you use the Services.
3.4 You acknowledge and agree that Giraffe may amend any Terms at any time by posting the relevant amended and restated Terms on the Giraffe Application. By continuing to use the Services or the Giraffe Application, you agree that the amended Terms of the Giraffe Application will apply to you.
3.5 You will be required to enter into an Additional Agreement, whether online or offline, with Giraffe. If there is any conflict or inconsistency between these Terms and the Additional Agreement, the Additional Agreement will take precedence over these Terms only in relation to that Service concerned.
3.6 The Terms may not otherwise be modified except in writing by an authorised director of Giraffe.

4. Provision of Services

4.1 You must register as a User on the Giraffe Application in order to access and use some Services. Further, Giraffe reserves the right, without prior notice, to restrict access to or use of certain Services (or any features within the Services) to paying Users or subject to other conditions that Giraffe may impose in its discretion.
4.2 Giraffe is unable to provide you with high-skilled job seekers or job seekers whose salary expectations are outside the salary range and you specifically agree not to load onto the Giraffe Application and request for Services which are either high-skilled vacancies or which offers a salary which falls outside of the salary range.
4.3 The parameters of the search algorithm used by the Giraffe Application shall be determined by Giraffe in its sole discretion and you will not be entitled to request any changes to these parameters.
4.4 Giraffe may in its sole discretion limit, deny or create different level of access to and use of any Services (or any features within the Services) with respect to different Users.
4.5 Giraffe may launch, change, upgrade, impose conditions to, suspend, or stop any Services (or any features within the Services) with prior notice to a fee-based Service, such changes will not substantially adversely affect the paying Users in enjoying that Service.

5. Right of use

5.1 Giraffe gives to you a non-exclusive, non-transferable right to use the Giraffe Application.
5.2 You accept the right given to you in terms of clause 4.1 above and you are only authorised to use the Giraffe Application for your own business needs and shall not abuse it for commercial exploitation or gain under any circumstances whatsoever.

6. Users Generally

6.1 As a condition of your access to the use of the Giraffe Application or Services, you agree that you will comply with all Giraffe Application applicable laws and regulations when using the Giraffe Application or Services.
6.2 You agree that (a) you will not copy, reproduce, download, re-publish, sell, distribute or resell any Services or any information, text, images, graphics, video clips, sound, directories, files, Databases or listings, etc. available on or through the Giraffe Application (the “Content”), and (b) you will not copy, reproduce, download, compile or otherwise use any Content for the purposes of operating a business that competes with Giraffe, or otherwise commercially exploiting the Content. Systematic retrieval of Content from the Giraffe Application to create or compile, directly or indirectly, a collection, compilation, Database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from Giraffe, is prohibited. Use of any content or materials on the Giraffe Application for any purpose not expressly permitted in the Terms, is prohibited.
6.3 Giraffe and the User undertake in relation to any personal information provided by an Applicant, to comply with the requirements of the Protection of Personal Information Act, 4 of 2013 and with any other laws in force in the Republic of South Africa from time to time, which has as its object, the protection of an individual’s privacy
6.4 Giraffe may allow Users to access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise) or otherwise to such third parties' website or Giraffe Application. You are cautioned to read such website or Giraffe Application's terms and conditions and/or privacy policies before using the Giraffe Application. You acknowledge that Giraffe has no control over such third parties' website or Giraffe Application, does not monitor such Website or Giraffe Application, and will not be responsible or liable to anyone for such website or Giraffe Application, or any content, products or services made available on such website or Giraffe Application.
6.5 You agree not to undertake any action to undermine the integrity of the computer systems or networks of Giraffe and/or any other User nor to gain unauthorised access to such Giraffe Application, computer systems or networks.
6.6 By posting or displaying any information, content, trade marks or material (“User Content”) on the Giraffe Application or providing any User Content to Giraffe or our representative(s), you grant an irrevocable, perpetual, worldwide, royalty-free, and sub-licensable (through multiple tiers) license to Giraffe to display, transmit, distribute, reproduce, publish, duplicate, adapt, modify, translate, create derivative works, and otherwise use any or all of the User Content in any form, media, or technology now known or not currently known in any manner and for any purpose which may be beneficial to the operation of the Giraffe Application, the provision of any Services and/or the business of the User. You confirm and warrant to Giraffe that you have all the rights, power and authority necessary to grant the above license.

7. Confidential Information

7.1 The party receiving Confidential Information (“Receiving Party”) from the party disclosing Confidential Information to the Receiving Party (“Disclosing Party”) pursuant to this Agreement, will keep all Confidential Information disclosed by the Disclosing Party pursuant to this Agreement, in strict confidence and shall not use any such information for any purpose other than the purpose for which it was disclosed, unless disclosure is authorised by the Disclosing Party in writing, or if the Receiving Party is ordered to disclose such information in the course of legal proceedings or by an order to court, or if disclosure is required pursuant to any law.
7.2 For the purposes of this clause, Confidential Information does not include information:
7.2.1 that was known to the Receiving Party prior to disclosure by the Disclosing Party;
7.2.2 that is, or becomes public knowledge through no fault of the Receiving Party; or
7.2.3 that comes to the knowledge of the Receiving Party as a result of disclosure by a third party who is not in breach of any obligation of confidentiality.
7.3 Although we encourage you to communicate with us through the Services, and/or via email, we do not want you to, and you should not, send us any content that contains confidential information. With respect to all communication you send to us through the Services, and e-mails you send to us, including but not limited to, responses, submissions, feedback, questions, comments, suggestions, and the like, we will be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including, but not limited to, the development, production and marketing of products and services that incorporate such information, without compensation or attribution to you.

8. Client or User Accounts

8.1 User must accept the Terms and be a User on the Giraffe Application to access or use some Services (a registered User is also referred to as a “Client” or “User” below). Giraffe may reject User’s Giraffe Application Order Form for registration, for not meeting the necessary requirements or passed the necessary checks.
8.2 Upon registration on the Giraffe Application, Giraffe will assign an account and issue a member ID and password (the latter will be chosen by a registered User during registration) to each registered User.
8.3 A set of Client or User ID and password is unique to a single account. Each Client or User will be solely responsible for maintaining the confidentiality and security of your Client or User ID and password and for all activities that occur under your account. No Client or User may share, assign, or permit the use of your Client or User account, ID or password by another person outside of the Client or User’s own business entity. Client or User agrees to notify Giraffe immediately if you become aware of any unauthorised use of your password or your account or any other breach of security of your account.
8.4 The Client or User agrees that all activities that occur under your account (including without limitation, posting any company or product information, clicking to accept any Additional Agreements or rules, subscribing to or making any payment for any services, or sending emails using the email account) will be deemed to have been authorised by the Client or User.

9. Fees

9.1 In consideration for the Services obtained through the Giraffe Application, the Client shall pay the agreed fee as determined in the Order Form.
9.2 If Giraffe agrees to provide the Client with any additional Services, the Client shall be liable for the fees stipulated in respect of such additional Services in the Order Form.
9.3 All fees payable by the Client under these Terms and the Additional Agreements shall be paid by the Client on receipt of Giraffe’s invoice, by way of an electronic funds transfer or credit card payment into the bank account specified by Giraffe in writing from time to time, and without set-off or deduction.
9.4 If any fees owed by the Client to Giraffe are outstanding, Giraffe shall be entitled to levy interest on the outstanding amounts at the prime rate of interest quoted by the Standard Bank of Southern Africa Limited from time to time, in respect of unsecured lending to a client in good standing.


10. Client or User’s Responsibilities

10.1 Giraffe will, in its sole discretion, accept or deny the Services to a Client or User.
10.2 Each Client or User represents, warrants and agrees that (a) you have full power and authority to accept the Terms, to grant the license and authorisation and to perform the obligations hereunder; (b) you use the Giraffe Application and Services for business purposes only; and (c) the address you provide when registering is the principal place of business of your business entity.
10.3 Client or Users will be required to provide information or material about your entity, business or products/services as part of the Order Form and/or registration process on the Giraffe Application or your use of any Service. Each Client or User represents, warrants and agrees that (a) such information and material whether submitted during the Order Form or registration process or thereafter throughout the continuation of the use of the Giraffe Application or Service is true, accurate, current and complete, and (b) you will maintain and promptly amend all information and material to keep it true, accurate, current and complete.
10.4 Upon becoming a Client or User, you consent to the inclusion of the contact information about you in our Database and authorise Giraffe to share the contact information with Applicants for the purposes of delivering the Service.
10.5 Each Client or User further represents, warrants and agrees that the User Content that you submit, post or display will:
10.5.1 not be false, misleading or deceptive;
10.5.2 not contain information that is defamatory, libelous, threatening or harassing, obscene, objectionable, offensive, sexually explicit or harmful to minors;
10.5.3 not contain information that is discriminatory or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
10.5.4 not violate the Terms or any Giraffe Application or applicable Additional Agreements;
10.5.5 not violate any Giraffe Application applicable laws and regulations (including without limitation those governing labour laws, consumer protection, unfair competition, or false advertising) or promote any activities which may violate any Giraffe Application applicable laws and regulations;
10.5.6 conduct your business transactions with Giraffe in good faith;
10.5.7 not impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;
10.5.8 not engage in any other unlawful activities (including without limitation those which would constitute a criminal offence, give rise to civil liability, etc.) or encourage or abet any unlawful activities;
10.5.9 not involve attempts to copy, reproduce, exploit or expropriate Giraffe’s various proprietary directories, Databases and listings;
10.5.10 not involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any Giraffe Application or hardware system, data or personal information;
10.5.11 not engage in any activities that would otherwise create any liability for Giraffe.
10.6 The Client or User may not use the Services to engage in activities which are identical or similar to Giraffe’s e-commerce marketplace business.
10.7 If Client or User provides a business agent, Client or User represents, warrants and agrees that you have obtained all necessary consents, Giraffe Application approvals and waivers from your business partners and associates to (a) act as your business agent; (b) post and publish their contact details and information, reference letters and comments on their behalf; and (c) that third parties may contact such business agent to support claims or statements made about you.
10.8 The Client or User agrees to provide all necessary information, materials and Giraffe Application approval, and render all reasonable assistance and cooperation necessary for Giraffe’s provision of the Services, evaluating whether Client or User has breached the Terms and/or handling any complaint against the Client or User. If Client or User’s failure to do so results in delay in, or suspension or termination of, the provision of any Service, Giraffe will not be obliged to extend the relevant service period nor will be liable for any loss or damages arising from such delay, suspension or termination.
10.9 The Client or User provides consent to Giraffe to confirm, enquire and lodge its information with any third party, credit authority or bureau for authentication, credit checking, credit listings and credit scoring.
10.10 The Client or User acknowledges and agrees that each Client or User is solely responsible for complying with applicable laws and regulations in its respective jurisdictions.

11. Breaches by Client or Users

11.1 In the event of either Party ("the Defaulting Party") breaching any provision of this Terms of Use and failing to rectify such breach within ten days of receipt by the Defaulting Party of a written notice delivered to it by the other Party ("the Aggrieved Party"), calling upon the Defaulting Party to rectify such breach, the Aggrieved Party will be entitled at its election to seek specific performance of the Defaulting Party's obligations in terms of these Terms of Use or Additional Agreement, or to cancel this the Terms or Additional Agreement, in either instance without prejudice to the Aggrieved Party's right to claim any loss or damage it may have suffered by reason of such breach.
11.2 Giraffe reserves the right, in our sole discretion to remove, modify or reject any User Content provided to the Giraffe Application which we reasonably believe is unlawful, violates the Terms, could subject Giraffe to liability, or is otherwise found inappropriate in Giraffe’s opinion.
11.3 If any Client or User breaches any Terms, or if Giraffe has reasonable grounds to believe that a Client or User is in breach of any Terms, Giraffe will have the right to take such disciplinary actions as it deems appropriate, including without limitation: (i) suspending or terminating the Client or User’s account and any and all accounts determined to be related to such account by Giraffe in its discretion; (ii) restricting, downgrading, suspending or terminating the subscription of, access to, or current or future use of any Service; (iii) imposing other restrictions on the Client or User’s use of any features or functions of any Service as Giraffe may consider Giraffe appropriate in its sole discretion; and (iv) any other corrective actions, discipline or penalties as Giraffe may deem necessary or Giraffe appropriate in its sole discretion.
11.4 Giraffe reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, Giraffe may disclose the Client or User's identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action. Giraffe will not be liable for damages or results arising from such disclosure, and Client or User agrees not to bring any action or claim against Giraffe for such disclosure.
11.5 Giraffe may, at any time and in our reasonable discretion, impose limitations on, suspend or terminate the Client or User’s use of any Service or the Giraffe Application without being liable to the Client or User if Giraffe has received notice that the Client or User is in breach of any Terms or Additional Agreement or undertaking and such breach involves or is reasonably suspected of involving dishonest or fraudulent activities.
11.6 Each Client or User agrees to indemnify Giraffe, our affiliates, directors, employees, agents and representatives and to hold them harmless, from any and all damages, losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from your submission, posting or display of any User Content, from your use of the Giraffe Application or Services, or from your breach of the Terms.

12. Limitation of Liability

12.1 Subject to the provisions of sections 43(5) and 43(6) of the Electronic Communications and Transactions Act 25 of 2002 (“ECTA”) the Services provided by Giraffe on or through the Giraffe Application are provided "as is", "as available" and “with all faults”, and Giraffe hereby expressly disclaims any and all warranties, express or implied, including but not limited to:
12.1.1 Giraffe does not guarantee the suitability of any Applicant for the Services and it shall be the responsibility of the Client to determine whether an Applicant satisfies the requirements in respect of the vacancy which they are interviewing for. Further, save for identity verification and the provision of the agreed additional Services, if any, neither Giraffe or the Giraffe application is able to independently verify any information provided by the Applicant.
12.1.2 Giraffe will not bear any liability for loss or damage suffered by the Client, of any nature whatsoever, and the Client shall not be entitled to any refund or reduction of the fees paid, or due and payable to Giraffe, if an Applicant accepts a position with the Client and subsequently fails to report for duty, resigns, proves unsuitable for the position he or she was hired to fill, or is dismissed for any reason whatsoever, including for misrepresenting his or her qualifications and/or experience, or for otherwise providing inaccurate or false information during the recruitment process.
12.2 Any material uploaded and/or downloaded or otherwise obtained through the Giraffe Application is done at each User's sole discretion and risk and each User is solely responsible for any damage to Giraffe’s computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from Giraffe or through or from the Giraffe Application will create any warranty not expressly stated herein.
12.3 Each User hereby agrees to indemnify and save Giraffe, our affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from such User's use of the Giraffe Application or Services or from your breach of any of the terms and conditions of the Terms. Each User hereby further agrees to indemnify and save Giraffe, our affiliates, directors, officers and employees harmless, from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise from User's breach of any representations and warranties made by User to Giraffe, including but not limited to those set forth hereunder.
12.4 Giraffe will not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, equity or otherwise or any other damages resulting from any of the following; the use or the inability to use the Giraffe Application or Services; unauthorised access by third parties to data or private information of any User; statements or conduct of any User of the; or any matters relating to Services however arising, including negligence.

13. Force Majeure

Under no circumstances will Giraffe be held liable for any delay or failure or disruption of the content or Services delivered through the Giraffe Application resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.

14. Intellectual Property

14.1 Giraffe is the sole owner or lawful licensee of all the rights and interests in the Giraffe Application and the Site Content. The Giraffe Application and Site Content embody trade secrets and other intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Giraffe Application and Site Content will remain with Giraffe. All rights not otherwise claimed under the Terms or by Giraffe are hereby reserved.
14.2 “Giraffe” and related icons and logos are trade marks, registered or unregistered of Giraffe, in various jurisdictions and are protected under copyright, trade mark and other proprietary rights laws. The unauthorised copying, modification, use or publication of these marks is strictly prohibited.
14.3 By and through the use of the Giraffe Application and Services, you hereby give permission to Giraffe to publish and/or use your logo or trade mark for all purposes. You understand that Giraffe may use said logo or mark for advertising and/or marketing relating to Giraffe, the Giraffe Application, partner websites, and all other purposes related to Giraffe. Giraffe may use your logo or mark for these purposes without further permission or acquiescence. You hereby release Giraffe from all liability relating to the publication or use of the logo/mark.

15. Notices

15.1 All legal notices or demands to or upon Giraffe will be made in writing and sent to Giraffe personally, by courier, registered mail or dedicated email address to the contact details below.
15.2 Any notice given by a Giraffe or a User ("the addressee") which:
15.2.1 is delivered by hand during the normal business hours of the addressee at the addressee's domicilium for the time being, will be presumed, unless the contrary is proved by the addressee, to have been received by the addressee at the time of delivery;
15.2.2 is transmitted during normal business hours by electronic mail to the addressee’s email address, will, unless the contrary is proved by the addressee, be deemed to have been received by the addressee within twenty four hours of the date of transmission, and if transmitted after normal business hours will be deemed to have been received by the addressee within twenty four hours from the first business day succeeding the date of transmission.
15.3 You agree that all Agreements, notices, demands, disclosures and other communications that Giraffe sends to you electronically satisfy the legal requirement that such communication should be in writing.

16. General Provisions

16.1 Subject to any Additional Agreements, the Terms constitute the entire agreement between you and Giraffe with respect to and govern your use of the Giraffe Application and Services, superseding any prior written or oral agreements in relation to the same subject matter herein.
16.2 Giraffe and Client or Users are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the Terms.
16.3 If any provision of the Terms is held to be invalid or unenforceable, such provision will be deleted and the remaining provisions will remain valid and be enforced.
16.4 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
16.5 Giraffe’s failure to enforce any right or failure to act with respect to any breach by you under the Terms will not constitute a waiver of that right nor a waiver of Giraffe’s right to act with respect to subsequent or similar breaches.
16.6 Giraffe will have the right to assign the Terms (including all of our rights, titles, benefits, interests, and obligations and duties in the Terms to any person or entity (including any affiliates of Giraffe). You may not assign, in whole or part, the Terms to any person or entity.
16.7 The Terms and additional Agreements will be governed by the laws of South Africa without regard to its conflict of law provisions and the parties to the Terms agree to submit to the non-exclusive jurisdiction of the courts of South Africa and specifically the High Court of South Africa, Gauteng Local Division, Johannesburg.

17. Disputes with Giraffe

17.1 In the event of there being any dispute or difference between the parties arising out of this Terms of Use or Additional Agreement, the said dispute or difference shall on written demand by either party be submitted to arbitration in Johannesburg in accordance with the AFSA rules, which arbitration shall be administered by AFSA.
17.2 Should AFSA, as an institution, not be operating at that time or not be accepting requests for arbitration for any reason, or should AFSA refuse to accept the particular request for arbitration for whatever reason, then the arbitration shall be conducted in accordance with the AFSA rules for commercial arbitration (as last applied by AFSA) before an arbitrator appointed by agreement between the parties or failing agreement within 10 business days of the demand for arbitration, then any party shall be entitled to forthwith call upon the chairperson of the Johannesburg Bar Council to nominate the arbitrator, provided that the person so nominated shall be an advocate of not less than 10 years standing as such. The person so nominated shall be the duly appointed arbitrator in respect of the dispute. In the event of the attorneys of the parties failing to agree on any matter relating to the administration of the arbitration, such matter shall be referred to and decided by the arbitrator whose decision shall be final and binding on the parties to the dispute.
17.3 Any Party to the arbitration may appeal the decision of the arbitrator or arbitrators in terms of the AFSA rules for commercial arbitration.
17.4 Nothing herein contained shall be deemed to prevent or prohibit a party to the arbitration from applying to the appropriate court for urgent relief or for judgment in relation to a liquidated claim.
17.5 Any arbitration in terms of this clause 17 (including any appeal proceedings) shall be conducted in camera and the parties shall treat as confidential details of the dispute submitted to arbitration, the conduct of the arbitration proceedings and the outcome of the arbitration.
17.6 This clause 17 will continue to be binding on the parties notwithstanding any termination or cancellation of the Agreement.
17.7 The parties agree that the written demand by a party to the dispute in terms of clause 17.1 that the dispute or difference be submitted to arbitration, is to be deemed to be a legal process for the purpose of interrupting extinctive prescription in terms of the Prescription Act, 68 of 1969.

18. ECTA and PAIA

18.1 These terms are subject to the provisions of ECTA and any of the terms that are in conflict with any of the compulsory provisions of the ECTA will be deemed to have been modified so as to comply with the ECTA.
18.2 For the purposes of the ECTA, Giraffe’s information is as follows, which should be read in conjunction with its Service descriptions, Additional Agreements and other terms and conditions contained on the Giraffe Application:
18.2.1 Full name: Geo Spatial Management Solutions Proprietary Limited, a private company registered as such under the laws of the Republic of South Africa, with company registration number 2011/104740/07;
18.2.2 Main business: Giraffe has developed the Giraffe Application which automatically sources, screens, contacts and schedules interviews with Applicants;
18.2.3 Official email address: info@giraffe.co.za;
18.3 PAIA: The manual published in terms of section 51 of the Promotion of Access to Information Act 2000 may be downloaded from here.