*MARKETPLACE TERMS & CONDITIONS
SUITE*
*IMPORTANT LEGAL AND OPERATIONAL NOTICE*
These Terms govern access to and use of
the e-Protector digital marketplace, software, applications, APIs, dispatch
infrastructure, communications functionality, payment and settlement
functionality, and related technology services.
e-Protector is designed to operate
primarily as a *technology marketplace and intelligent dispatch infrastructure
provider*, connecting Customers with independently operated security service
providers.
The legal and regulatory classification
of any activity depends on the **substance of the activity actually
performed**, not merely on the description given to it in these Terms.
Accordingly, e-Protector does not represent that a contractual designation of
itself as a “technology intermediary” will override any mandatory requirement
imposed by South African law, including where applicable, the Private Security
Industry Regulation Act 56 of 2001 (“PSIR Act”), regulations made under that
Act, or any binding determination by a competent regulator or court.
Where any activity constitutes a
regulated security services, that activity shall only be performed by a person
or entity legally authorised and registered to perform it.
Nothing in these Terms excludes,
restricts or waives any right, obligation, liability or remedy that cannot
lawfully be excluded, restricted or waived.
*PART I — DEFINITIONS AND
INTERPRETATION*
Definitions
Unless the context indicates otherwise:
“Acceptance” means the Provider's
acceptance of a Service Request through the Platform, or any other event
designated by the Platform as constituting acceptance.
“Applicable Law” means all South African
legislation, regulations, regulatory requirements, binding codes, lawful
directives, court orders and applicable common-law principles governing a
party's activities under these Terms.
“Business Customer” means a Customer
acting wholly or predominantly for business purposes.
“Customer” means an individual, company,
close corporation, trust, partnership, public body or other person using the
Platform to obtain, request, purchase or arrange services.
“Customer Account” means the electronic
account created by or for a Customer.
"Service Request"means a
Request designated through the Platform as requiring security assistance or
service.
“Emergency Request” means a Service
Request designated through the Platform as requiring *urgent* security
assistance or service escalation.
“e-Protector”, “Company”, “Platform
Operator”, “we”, “us” or “our” means e-Protector Security Solution (Pty) Ltd.
“Fees” means all amounts payable through
or in connection with the Platform, including Provider Service Fees, Platform
Fees, technology fees, cancellation fees, subscription fees, transaction fees
and applicable taxes.
“Platform” means e-Protector's websites,
mobile applications, software, APIs, dispatch engines, dashboards,
communication systems, payment interfaces, databases, algorithms and related
technology infrastructure.
“Platform Fee” means an amount charged
by e-Protector for technology, marketplace, software, transaction, subscription
or related services.
“Provider” means an independent
third-party security service provider approved or permitted to access the
Platform for the purpose of offering security services.
“Provider Personnel” means security
officers, employees, contractors, drivers, armed personnel or other persons
engaged by a Provider.
“Provider Service Fee” means the amount
payable for a security service supplied by a Provider.
“PSIRA” means the Private Security
Industry Regulatory Authority established under the PSIR Act.
“PSIR Act” means the Private Security
Industry Regulation Act 56 of 2001, as amended.
“POPIA” means the Protection of Personal
Information Act 4 of 2013, as amended.
“Service Request” means a request
submitted through the Platform for a security-related service.
“Service Contract” means the contract
for a particular security service formed between the Customer and the Provider
in accordance with clause 6.
“Security Service” means a service
falling within the applicable statutory definition of a security service under
South African law.
“Terms” means these Master Marketplace
Terms & Conditions, together with any schedules, policies,
transaction-specific terms and documents expressly incorporated into them.
“Transaction” means a transaction
initiated, accepted or completed through the Platform.
*2. Interpretation*
2.1. Headings are for convenience and do
not affect interpretation.
2.2. A reference to legislation includes
that legislation as amended, replaced or re-enacted.
2.3. If any provision conflicts with a
mandatory provision of Applicable Law, the mandatory provision prevails to the
extent of the conflict.
2.4. If a provision is capable of being
interpreted in a lawful manner and an unlawful manner, the lawful
interpretation shall apply to the maximum extent legally permissible.
2.5. Nothing in these Terms creates a
partnership, joint venture, employment relationship, agency relationship or
fiduciary relationship between e-Protector and a Provider except where
expressly stated.
*PART II — PLATFORM MODEL AND
CONTRACTUAL ARCHITECTURE*
*3. The Platform*
3.1. e-Protector operates a digital
marketplace and technology ecosystem intended to facilitate lawful interaction
between Customers and independent Providers.
3.2. The Platform may provide:
a. account registration.
b. provider discovery.
c. Service Request submission.
d. automated or assisted matching.
e. dispatch communications.
f. location and navigation
functionality.
g. payment and settlement functionality.
h. transaction records.
i. customer support.
j. provider credential verification.
k. incident and service records.
l. technology, analytics and reporting
services; and
m. other functionality introduced from
time to time.
3.3. The availability and functionality
of particular Platform features may differ by location, service category,
Customer type, Provider availability and Applicable Law.
*4. Regulatory Perimeter and PSIRA
Position*
4.1. e-Protector's intended operating
model is that e-Protector supplies technology and marketplace infrastructure
while independent Providers supply regulated physical security services.
4.2. Unless separately registered or
otherwise lawfully authorised, e-Protector does not itself undertake to
provide:
a. guarding.
b. armed response.
c. close protection.
d. physical intervention.
e. security officer deployment as
principal.
f. tactical security operations.
g. security advice falling within a
regulated security-service category.
h. monitoring of electronic security
signals where that activity constitutes a regulated security service; or
i. any other activity requiring direct
PSIRA registration.
4.3. Providers remain responsible for
ensuring that they and their Provider Personnel possess every registration,
licence, certificate, competency, permit and authorisation required for the
particular service.
4.4. e-Protector may verify Provider
credentials as an onboarding and risk-management function. Such verification
does not constitute statutory registration, certification or regulatory
approval by e-Protector.
4.5. A Provider may not represent to a
Customer that e-Protector is the Provider of the physical security service
unless e-Protector has expressly confirmed that status in writing.
4.6. Nothing in these Terms prevents
e-Protector from obtaining any registration, licence or regulatory approval
that it determines is necessary or commercially appropriate.
4.7. If a competent authority determines
that a particular Platform activity requires registration, licensing or
restructuring, e-Protector may:
a. suspend the affected functionality.
b. obtain the required registration or
authorisation.
c. restructure the relevant operation.
d. use a suitably registered third-party
entity.
e. modify the Platform's workflow; or
f. implement another lawful continuity
arrangement.
4.8. No Provider may use the Platform to
provide a regulated security service unless the Provider and the relevant
Provider Personnel are legally authorised to do so.
*PART III — CONTRACT FORMATION*
*5. Platform Agreement*
5.1. By creating an account, accessing
the Platform or using Platform functionality, the Customer or Provider enters
into a contractual relationship with e-Protector governed by these Terms.
5.2. The Platform Agreement governs the
technology and marketplace relationship between e-Protector and the relevant
user.
5.3. Use of the Platform does not, by
itself, create a contract for physical security services.
*6. Customer–Provider Service Contract*
6.1. A Service Contract is formed
between the Customer and a Provider only when:
a. the Customer submits a Service
Request.
b. the Platform identifies one or more
eligible Providers.
c. the applicable service, pricing and
material terms are presented or otherwise made available.
d. the Provider accepts the Service
Request; and
e. the Platform records or communicates
the resulting acceptance.
6.2. The Service Contract governs the
actual security service.
6.3. The Provider is responsible for
performing the Service Contract in accordance with Applicable Law and the
agreed service requirements.
6.4. e-Protector is not a party to the
physical Security Service Contract solely because it facilitates its formation.
6.5. Nothing in this clause excludes
liability that may lawfully arise against e-Protector for its own acts or
omissions.
6.6. Transaction records generated by
the Platform may be used as evidence of the time of request, acceptance,
cancellation, pricing, communications and other relevant events, subject to
Applicable Law and ordinary evidentiary rules.
*PART IV — CUSTOMER TERMS*
*7. Customer Eligibility and Accounts*
7.1. Customers must provide accurate,
current and complete information.
7.2. Customers are responsible for
safeguarding account credentials and must promptly report suspected
unauthorised access.
*7.3. A Customer must not:*
a. submit fraudulent Service Requests.
b. knowingly provide false location or
incident information.
c. use the Platform to facilitate
unlawful activity.
d. impersonate another person.
e. interfere with dispatch or
communications systems.
f. misuse emergency functionality; or
g. knowingly expose Provider Personnel
to avoidable danger.
*8. Service Requests*
8.1. A Customer must provide information
reasonably necessary for the Provider to perform the requested service.
8.2. Depending on the service, this may
include:
a. location.
b. access instructions.
c. type of incident.
d. persons requiring assistance.
e. relevant hazards.
f. emergency contact information; and
g. other information reasonably
necessary for lawful and safe dispatch.
8.3. A Customer must not deliberately
misclassify an incident to obtain preferential dispatch.
8.4. The Platform may request
confirmation of material information before dispatch.
*9. Emergency and Panic Functionality*
9.1. Where the Platform provides an
emergency or panic function, its operation may depend upon:
a. network availability.
b. GPS or location availability.
c. device functionality.
d. battery power.
e. Platform availability.
f. Provider availability.
g. Provider acceptance.
h. third-party telecommunications
services; and
i. other circumstances beyond
e-Protector's reasonable control.
9.2. Unless expressly stated otherwise
in a particular service description, e-Protector does not represent that a
panic activation guarantees physical intervention within a specified period.
9.3. A Customer should contact SAPS,
emergency medical services, fire and rescue services or another appropriate
emergency authority directly where immediate public emergency assistance is
required.
9.4. Where Platform functionality
permits escalation to an emergency authority or third party, e-Protector may
transmit information reasonably necessary for that escalation, subject to
Applicable Law.
9.5. False, malicious or abusive
emergency requests may result in suspension, cancellation or other lawful
action.
*PART V — PROVIDER TERMS AND INDEPENDENT
STATUS*
*10. Provider Status*
10.1. A Provider is an independent
third-party service provider.
10.2. Nothing in these Terms appoints a
Provider as an employee, partner, joint venturer or general agent of
e-Protector.
10.3. Providers retain responsibility
for their own:
a. personnel.
b. employment relationships.
c. tax affairs.
d. vehicles.
e. equipment.
f. uniforms and insignia.
g. weapons and firearm compliance.
h. insurance.
i. regulatory compliance.
j. operating procedures; and
k. professional and operational
decisions.
10.4. Providers may determine their
lawful availability and may accept or decline Service Requests, subject to any
separate commercial agreement with e-Protector.
10.5. A Provider must not represent its
personnel as employees or security officers of e-Protector unless expressly
authorised in writing.
*11. Provider Regulatory Compliance*
11.1. Before activation, and throughout
participation in the Platform, each Provider must maintain all registrations
and authorisations legally required for its services.
11.2. Depending on the services offered,
e-Protector may require evidence of:
a. CIPC registration.
b. PSIRA registration.
c. individual PSIRA registration or
grades.
d. applicable firearm licences and
competency documentation.
e. motor vehicle documentation.
f. insurance.
g. tax compliance.
h. business address.
i. professional or industry
accreditation; and
j. other legally relevant credentials.
11.3. e-Protector may verify credentials
directly or through third-party verification services.
11.4. Verification does not constitute a
representation that a Provider is compliant with every law applicable to its
business.
11.5. A Provider must immediately notify
e-Protector of:
a. suspension or cancellation of
registration.
b. material regulatory investigation.
c. loss of required insurance.
d. loss or restriction of firearm
authority.
e. material criminal or disciplinary
proceedings affecting lawful service delivery; or
f. any other event that may make the
Provider legally ineligible to perform a Service Request.
*PART VI — DISPATCH, AI AND AUTOMATED
DECISION-MAKING*
*12. Intelligent Dispatch*
12.1. The Platform may use rules-based
software, algorithms, artificial intelligence, machine learning, geospatial
technology and other automated or semi-automated systems to assist with:
a. Provider discovery.
b. dispatch.
c. matching.
d. routing.
e. capacity management.
f. pricing calculations.
g. fraud detection.
h. safety controls.
i. service prioritisation; and
j. operational analytics.
12.2. Matching may take account of
factors including:
a. location.
b. availability.
c. legal eligibility.
d. service category.
e. required Provider grade.
f. equipment capability.
g. vehicle capability.
h. customer requirements.
i. historical service information.
j. route and environmental conditions.
k. Provider acceptance patterns; and
l. other operationally relevant factors.
12.3. The Platform does not guarantee
that the geographically nearest Provider will be selected.
12.4. Automated matching is an
operational tool and does not replace the Provider's legal and professional
responsibility for determining whether it is capable and authorised to perform
a particular service.
*13. Human Oversight and Safety
Controls*
13.1. e-Protector may implement human
review, manual intervention, overrides, escalation protocols or suspension of
automated dispatch where reasonably necessary.
13.2. A Provider may report an unsafe,
unlawful or materially erroneous dispatch decision through the designated
support or incident channel.
13.3. A Customer may report a materially
incorrect allocation or dispatch outcome.
13.4. e-Protector may review material
complaints concerning automated allocation and may adjust the relevant system
where appropriate.
13.5. The Platform may temporarily
disable automated dispatch where continuing automated operation could
reasonably create a material safety, regulatory, cybersecurity or operational
risk.
*14. Automated Decisions and Personal
Information*
14.1. Where automated processing of
personal information is used, e-Protector will implement processes intended to
comply with POPIA and Applicable Law.
14.2. Depending on the nature and effect
of an automated decision, a data subject may have rights under Applicable Law
concerning the decision or the underlying processing.
14.3. e-Protector does not promise that
every allocation decision will be individually reviewed by a human.
14.4. The Platform's algorithmic models
may change over time for safety, performance, compliance, fraud-prevention and
operational reasons.
*PART VII — PRICING, PAYMENTS AND
SETTLEMENT*
*15. Pricing*
15.1. Before a Customer confirms a
Transaction, the Platform will, where reasonably practicable, display the
applicable price or pricing methodology.
15.2. Depending on the transaction, the
total amount may include:
a. Provider Service Fee.
b. Platform Fee.
c. technology or transaction fee.
d. cancellation fee.
e. applicable dynamic pricing component.
f. third-party charges disclosed to the
Customer; and
g. applicable VAT or other legally
chargeable taxes.
15.3. No “risk surcharge” shall be
imposed merely by reference to an undefined concept of risk. Any dynamic charge
must be based on a disclosed pricing methodology or applicable service terms.
*16. Payment Collection*
16.1. Where e-Protector is appointed or
authorised to collect payment for a Provider, the Customer authorises
e-Protector to receive the relevant payment as the Provider's disclosed
collection agent or other legally appropriate intermediary.
16.2. Payment to e-Protector through an
authorised Platform payment mechanism will, to the extent legally effective,
discharge the Customer's payment obligation to the Provider for the amount
actually received and attributable to that Service Contract.
16.3. The legal ownership, timing and
treatment of funds will depend on the applicable payment structure and
agreements with payment-service providers.
16.4. References to “settlement” do not
by themselves constitute a representation that e-Protector holds funds in a
regulated escrow account.
16.5. Where a regulated or third-party
payment service provider processes funds, that provider's applicable terms may
also apply.
*17. Provider Settlement*
17.1. Subject to the applicable Provider
Agreement, e-Protector shall deduct agreed Platform Fees, commissions,
transaction charges, refunds, chargebacks and other authorised amounts before
remitting the Provider's net amount.
17.2. Settlement may be delayed where
reasonably necessary for:
a. fraud prevention.
b. chargeback management.
c. transaction verification.
d. unresolved disputes.
e. regulatory compliance.
f. payment-provider requirements; or
g. reconciliation.
17.3. e-Protector will not intentionally
withhold undisputed amounts beyond the applicable contractual settlement period
except where permitted by the Provider Agreement or Applicable Law.
*18. VAT and Taxes*
18.1. Each party is responsible for its
own tax obligations unless Applicable Law provides otherwise.
18.2. VAT will be charged, collected and
accounted for according to the legal character of the relevant supply and the
applicable VAT rules.
18.3. The Platform's display of a total
amount does not by itself determine whether e-Protector or a Provider is the
legal supplier of a particular component of the transaction.
*19. Cancellation and Refunds*
19.1. A Customer may cancel a Service
Request subject to the cancellation terms disclosed before or at the time of
booking.
19.2. Where a Provider has already
accepted a request, commenced travel, incurred identifiable costs or commenced
performance, a reasonable cancellation charge may apply to the extent permitted
by Applicable Law.
19.3. Cancellation charges must not be
used to defeat any mandatory consumer right.
19.4. Refunds will be processed in
accordance with the applicable transaction terms, payment-provider rules and
Applicable Law.
19.5. Where a service has already
commenced, any statutory cooling-off right or exception applicable to that
transaction will be applied according to law.
*PART VIII — PROVIDER VERIFICATION,
SAFETY AND QUALITY*
*20. Verification*
20.1. e-Protector may operate a
multi-stage Provider verification process.
20.2. Verification may include document
review, database checks, regulatory checks, insurance checks, identity
verification and periodic re-verification.
20.3. A Provider must ensure that all
documents supplied to e-Protector are authentic, current and accurate.
20.4. Submission of documents does not
guarantee Platform activation.
20.5. e-Protector may suspend a Provider
while verification is pending.
*21. Ratings and Performance
Information*
21.1. Customers may be invited to rate
or review Providers.
21.2. Ratings are feedback data and do
not constitute regulatory determinations of competence, fitness or legal
eligibility.
21.3. e-Protector may use ratings as one
factor in operational quality management.
21.4. A low rating alone will not
necessarily establish that a Provider is legally unfit to provide security
services.
21.5. e-Protector may investigate
material patterns of complaints or safety concerns.
*PART IX — POPIA AND DATA GOVERNANCE*
*22. Data Protection Framework*
22.1. e-Protector will process personal
information in accordance with POPIA and Applicable Law.
22.2. e-Protector's Privacy Policy forms
part of the Platform's data-governance framework.
22.3. The roles of e-Protector,
Customers, Providers and other participants will depend on the purpose and
means of the particular processing activity.
22.4. e-Protector may act as a
responsible party where it determines the purpose and means of processing.
22.5. e-Protector may act as an operator
where it processes personal information on behalf of another responsible party
under an appropriate mandate or agreement.
22.6. A party's contractual designation
as “responsible party” or “operator” does not override the functional
definitions in POPIA.
*23. Purposes of Processing*
23.1. Personal information may be
processed for purposes including:
a. account creation.
b. identity verification.
c. Provider verification.
d. dispatch.
e. location services.
f. transaction processing.
g. customer support.
h. safety and emergency response.
i. incident management.
j. fraud prevention.
k. cybersecurity.
l. legal compliance.
m. dispute resolution.
n. service quality and analytics.
o. system security.
p. billing and accounting; and
q. other purposes disclosed to the
relevant data subject or permitted by Applicable Law.
*24. Location, Telemetry and Emergency
Data*
24.1. Where required for Platform
functionality, e-Protector may process location and telemetry information.
24.2. Such processing may include:
a. live location.
b. historical route information.
c. dispatch timestamps.
d. device information.
e. panic activations.
f. incident information.
g. communications metadata; and
h. other operational information.
24.3. Location processing will be
limited to what is reasonably required for the relevant purpose, subject to
lawful retention requirements.
24.4. Emergency processing may occur
where necessary to protect life or prevent serious harm, subject to Applicable
Law.
*25. Security Safeguards*
25.1. e-Protector will maintain
reasonable technical and organisational safeguards appropriate to the nature
and risk of the personal information processed.
*25.2. Safeguards may include:*
a. encryption.
b. access controls.
c. authentication.
d. logging.
e. monitoring.
f. secure development practices.
g. backup controls.
h. incident response.
i. vulnerability management; and
j. staff confidentiality obligations.
25.3. Encryption standards may be
updated as technology and accepted security practices develop.
25.4. No system can be guaranteed to be
completely secure. e-Protector will nevertheless maintain safeguards
appropriate to the relevant risks.
*26. Retention*
26.1. Personal information will not be
retained for longer than necessary for the purpose for which it was collected
unless retention is required or permitted by law.
26.2. Certain transaction, financial,
incident, regulatory and evidentiary records may be retained for longer periods
where required by Applicable Law or reasonably necessary to establish, exercise
or defend legal rights.
26.3. Specific retention periods may be
contained in the Privacy Policy, Provider Agreement, Data Processing Agreement
or applicable records-retention schedule.
*27. Data Breaches*
27.1. e-Protector will maintain an
incident-response process for suspected compromise of personal information.
27.2. Where POPIA requires notification
to the Information Regulator or affected data subjects, e-Protector will take
the required steps within the legally applicable framework.
27.3. Providers and Customers must
promptly notify e-Protector of known or reasonably suspected security incidents
affecting Platform information.
*28. Cross-Border Processing and Service
Providers*
28.1. e-Protector may use third-party
technology, hosting, payment, communications, analytics, identity-verification
and security providers.
28.2. Where personal information is
transferred outside South Africa, e-Protector will implement the safeguards
required by POPIA and Applicable Law.
28.3. Third-party processors may process
information only for authorised purposes and subject to appropriate contractual
or legal controls.
*PART X — ELECTRONIC TRANSACTIONS AND
CONSUMER PROTECTION*
*29. ECTA Disclosures*
29.1. e-Protector will make legally
required supplier information available through the Platform or website,
including, where applicable:
a. full legal name.
b. legal status.
c. registration number.
d. registered and/or principal business
address.
e. address for service of legal
documents.
f. telephone number.
g. email address.
h. website address.
i. office-bearer information where
legally required.
j. applicable accreditation or
self-regulatory memberships.
k. applicable codes of conduct.
l. material characteristics of services.
m. pricing and applicable charges.
n. payment methods.
o. applicable terms.
p. service-performance information.
q. transaction records.
r. refund and cancellation information.
s. dispute-resolution information.
t. payment-security information; and
u. privacy information.
29.2. Customers will, where required by
law, be given an opportunity to review and correct material transaction
information before final submission.
29.3. Electronic records may be made
available in a manner permitting lawful access, storage and reproduction.
*30. Consumer Protection*
30.1. Where the CPA applies, these Terms
shall be interpreted and administered consistently with the CPA.
30.2. Nothing in these Terms:
a. excludes a non-excludable statutory
right.
b. waives a consumer right contrary to
law.
c. purports to authorise conduct
prohibited by the CPA.
d. limits liability in circumstances
where such limitation is prohibited; or
e. prevents a consumer from exercising a
lawful statutory remedy.
30.3. Any material risk, liability
limitation, indemnity or assumption of risk applicable to a consumer will be
brought to the consumer's attention in the manner and form required by
Applicable Law.
30.4. Consumer-facing provisions will be
drafted and displayed in plain language reasonably understandable to the
intended consumer.
*PART XI — PLATFORM RESPONSIBILITIES AND
LIMITATIONS*
*31. Platform Responsibilities*
31.1. Subject to Applicable Law,
e-Protector is responsible for the technology and marketplace services it
expressly undertakes to provide.
31.2. e-Protector will use reasonable
care in operating the Platform.
31.3. e-Protector does not guarantee uninterrupted
Platform availability.
31.4. Planned maintenance, emergency
maintenance, telecommunications failure, cyber incidents, third-party outages
and circumstances beyond reasonable control may affect availability.
*32. Provider Operational Responsibility*
32.1. Subject to Applicable Law, the
Provider remains responsible for the physical Security Service supplied under
the Service Contract, including:
a. its personnel;
b. lawful deployment.
c. tactical and operational decisions.
d. equipment.
e. vehicles.
f. weapons.
g. regulatory compliance.
h. professional conduct.
i. service performance; and
j. negligence or misconduct in providing
the Security Service.
32.2. This allocation does not relieve
e-Protector of liability for its own unlawful conduct, negligence, breach of
contract, data-protection failures or other liability that Applicable Law
imposes upon e-Protector.
*PART XII — LIABILITY, DISCLAIMERS AND
RISK ALLOCATION*
*33. No Absolute Exclusion*
33.1. Nothing in these Terms excludes or
limits liability to the extent that Applicable Law prohibits such exclusion or
limitation.
33.2. Nothing in these Terms constitutes
an acknowledgement by a Customer that e-Protector has no legal responsibility
for its own conduct.
*34. Excluded Indirect Loss*
Subject to Applicable Law, e-Protector
will not be liable for indirect, consequential or special loss arising solely
from a Provider's acts or omissions, including loss of profit, business
interruption or reputational loss, unless such loss is directly attributable to
an act or omission for which e-Protector is legally responsible.
*35. Liability Cap*
35.1. Subject to clauses 33 and 36, and
to the extent legally permissible, e-Protector's aggregate contractual
liability arising from a particular Customer's use of the Platform shall not
exceed the greater of:
a. the Platform Fees actually paid by
that Customer to e-Protector during the three months immediately preceding the
event giving rise to the claim; or
b. R5,000 or as determined by competent
authority.
unless a different mandatory statutory
limit or remedy applies.
35.2. For Business Customers contracting
wholly for business purposes, the parties may agree a different liability cap
in a signed commercial agreement.
35.3. The liability cap does not apply
to the extent that Applicable Law prohibits its application.
*36. Non-Excludable Liability*
Nothing in these Terms excludes or
limits liability for:
a. fraud or fraudulent
misrepresentation.
b. intentional misconduct.
c. liability that cannot lawfully be
excluded.
d. infringement of statutory rights that
cannot lawfully be waived.
e. unlawful processing of personal
information to the extent liability cannot lawfully be limited.
f. death or personal injury to the
extent that Applicable Law prohibits limitation of the relevant liability; or
g. any other category of liability that
Applicable Law requires to remain unlimited.
*37. Provider Indemnity*
37.1. Subject to Applicable Law, a
Provider shall indemnify e-Protector against third-party claims arising
directly from:
a. the Provider's unlawful rendering of
Security Services.
b. the Provider's material breach of
PSIRA requirements.
c. fraudulent or intentionally unlawful
conduct by the Provider.
d. use of unlawfully possessed weapons
or equipment.
e. material misrepresentation of
Provider credentials; or
f. the Provider's breach of its
contractual obligations,
except to the extent caused by
e-Protector's own unlawful conduct, negligence or breach.
37.2. Any indemnity applicable to a
consumer will operate only to the extent permitted by Applicable Law.
*PART XIII — INTELLECTUAL PROPERTY*
*38. Ownership*
38.1. Subject to third-party rights,
e-Protector owns or lawfully licenses the intellectual property comprising the
Platform, including:
a. software
b. source code.
c. object code.
d. interfaces.
e. databases.
f. algorithms.
g. AI models.
h. dispatch logic.
i. designs.
j. trademarks.
k. trade names.
l. documentation; and
m. trade secrets.
*39. User Licence*
39.1. Subject to compliance with these
Terms, e-Protector grants a limited, non-exclusive, non-transferable and
revocable licence to access and use the Platform for its intended purpose.
39.2. Users must not:
a. reverse engineer the Platform except
where a statutory right cannot lawfully be excluded.
b. circumvent security controls.
c. copy protected software.
d. scrape restricted Platform data.
e. commercially exploit Platform
functionality without permission.
f. interfere with Platform integrity; or
g. attempt to derive confidential source
code, model weights or security mechanisms.
*40. Feedback and Platform Data*
40.1. Users may provide feedback
concerning the Platform.
40.2. Subject to Applicable Law and
personal-information rights, e-Protector may use non-confidential feedback to
improve its services.
40.3. e-Protector may generate
aggregated or de-identified analytics provided that such processing complies
with Applicable Law.
*PART XIV — SUSPENSION, TERMINATION AND
PLATFORM GOVERNANCE*
*41. Suspension*
41.1. e-Protector may immediately
suspend an account where reasonably necessary to address:
a. expired or revoked regulatory
credentials.
b. suspected fraud.
c. serious safety risks.
d. material cybersecurity threats.
e. unlawful conduct.
f. material POPIA or confidentiality
concerns.
g. account compromise.
h. misuse of emergency functionality.
i. material breach of these Terms; or
j. a regulatory requirement.
41.2. Where practicable, e-Protector
will notify the affected party and provide an explanation appropriate to the
circumstances.
*42. Investigation and Review*
42.1. Where a suspension arises from an
allegation that can reasonably be investigated, e-Protector may conduct a
review.
42.2. The affected Provider or Customer
may provide relevant information or evidence.
42.3. e-Protector may maintain a
suspension while a regulatory, safety, fraud or criminal investigation remains
unresolved where reasonably necessary.
42.4. Nothing requires e-Protector to
disclose confidential information, security-sensitive information or
information whose disclosure would prejudice an investigation or violate
Applicable Law.
*43. Termination*
43.1. Either party may terminate an
ongoing Platform relationship in accordance with the applicable account or
commercial terms.
43.2. e-Protector may terminate access
for material breach, unlawful activity, regulatory requirements or repeated
misuse.
43.3. Termination does not extinguish
rights or obligations that accrued before termination.
43.4. Payment, confidentiality, intellectual
property, data-retention, liability and dispute provisions intended to survive
termination shall continue to apply.
*PART XV — COMPLAINTS AND DISPUTE
RESOLUTION*
*44. Internal Complaints Procedure*
44.1. Customers and Providers should
first submit complaints to:
**Email:** support@e-protector.net
44.2. A complaint should include:
a. transaction reference.
b. date and time.
c. relevant Provider or Customer
details.
d. description of the issue.
e. supporting documents; and
f. requested resolution.
44.3. e-Protector may investigate the
complaint with regards to the Platform
and may request additional information.
44.4. Complaints involving urgent safety
issues may be escalated immediately.
*45. Statutory and Regulatory Rights*
45.1. Nothing in these Terms prevents a
person from approaching a regulator, statutory body, court, tribunal, ombud or
other forum where Applicable Law grants that person such right.
45.2. Where the CPA applies, a consumer
retains applicable statutory avenues for enforcement and dispute resolution.
45.3. Where a dispute concerns a
Provider's regulated Security Service, the Customer may also have rights or
remedies under Applicable Law against the Provider.
*46. Mediation and Arbitration*
46.1. Subject to clauses 45 and 46.2,
the parties shall first attempt in good faith to resolve a dispute through
internal negotiation.
46.2. A consumer may exercise any
mandatory statutory dispute-resolution right available under Applicable Law,
and nothing in this clause requires a consumer to surrender a statutory right.
46.3. For Business Customers and
Providers, where negotiation has not resolved a dispute within 14 business
days, the dispute may be referred to confidential mediation.
46.4. If mediation fails or is declined,
a dispute between e-Protector and a Business Customer or Provider may be
finally determined by arbitration administered by the Arbitration Foundation of
Southern Africa (“AFSA”) or commonly agreed arbitrator.
46.5. The seat of arbitration shall be
Johannesburg, South Africa.
46.6. The arbitration shall be conducted
in English before one arbitrator.
46.7. Where reasonably required, an
appropriately qualified interpreter may be appointed.
46.8. Nothing prevents a party from
approaching a competent court for urgent interim relief.
*PART XVI — CONFIDENTIALITY*
*47. Confidential Information*
47.1. Each party must protect
confidential commercial, technical, security, personal and operational
information received from another party.
47.2. Confidential information may be
disclosed where:
a. required by law.
b. required by a regulator or court.
c. necessary for professional advisers
subject to confidentiality.
d. necessary to investigate fraud or
safety incidents; or
e. otherwise authorised by the
disclosing party.
47.3. Security-sensitive information may
be withheld where disclosure would reasonably create a safety, cybersecurity or
operational risk, subject to Applicable Law.
*PART XVII — FORCE MAJEURE AND SYSTEM
EVENTS*( including an *ACT OF GOD)*
48. *Events Beyond Reasonable Control*
48.1. A party is not responsible for
delay or failure caused by circumstances beyond its reasonable control,
including:
a. telecommunications failure.
b. internet outages.
c. power failures.
d. natural disasters.
e. civil disorder.
f. war.
g. government action.
h. cyberattacks.
i. widespread infrastructure failure.
j. third-party platform failure; or
k. other comparable events.
48.2. This clause does not excuse
payment obligations already accrued or any obligation that Applicable Law
requires to continue.
*PART XVIII — MARKETING AND
REPRESENTATIONS*
*49. Accurate Representation*
49.1. e-Protector and Providers shall not
make false, misleading or deceptive representations concerning:
a. regulatory status.
b. response times.
c. Provider qualifications.
d. security capabilities.
e. pricing.
f. insurance.
g. availability.
h. Platform capabilities. or
i. guarantees of physical protection.
49.2. A Provider must not imply that
Platform verification constitutes PSIRA certification.
49.3. e-Protector does not represent
that use of the Platform guarantees prevention of crime, successful
intervention or a particular response time unless a specific contractual
service expressly provides such guarantee.
*PART XIX — CHANGES TO THE PLATFORM AND
TERMS*
*50. Changes*
50.1. e-Protector may update the
Platform to improve security, functionality, compliance, performance or
commercial operations.
50.2. Material changes to these Terms
will be communicated in a manner reasonably appropriate to the nature of the
change.
50.3. Where Applicable Law requires
express acceptance of amended terms, e-Protector will obtain such acceptance.
50.4. Continued use of the Platform
after lawful notification of updated Terms may constitute acceptance where
legally permissible.
*PART XX — GENERAL LEGAL PROVISIONS*
*51. Notices*
51.1. Electronic notices may be
delivered through the Platform, email, SMS or another electronic communication
method reasonably associated with the user's account.
51.2. Statutory notices will be
delivered in accordance with Applicable Law.
*52. Assignment*
52.1. e-Protector may assign or transfer
its rights and obligations in connection with a corporate restructuring,
merger, sale of business, financing transaction or transfer of the Platform,
provided that the transfer does not unlawfully prejudice the rights of
Customers or Providers.
52.2. Customers and Providers may not
assign their contractual rights or obligations without e-Protector's prior
written consent, except where Applicable Law provides otherwise.
*53. Severability*
53.1. If a provision is held invalid,
unlawful or unenforceable, that provision shall be severed or read down to the
minimum extent necessary.
53.2. The remaining provisions remain
effective.
*54. Entire Agreement*
54.1. These Terms, together with
applicable schedules, transaction terms, Privacy Policy, Provider Agreement,
Data Processing Agreement and other documents expressly incorporated by
reference, constitute the contractual framework governing use of the Platform.
54.2. Where documents conflict:
a. mandatory Applicable Law prevails;
b. a transaction-specific mandatory term
prevails over a general Platform term for that transaction;
c. a signed commercial agreement
prevails over standard terms to the extent of the conflict; and
d. the Privacy Policy or Data Processing
Agreement governs the relevant data-processing relationship where expressly
applicable.
*55. No Waiver*
55.1. A failure to enforce a right
immediately does not constitute a waiver of that right.
*56. Governing Law*
56.1. These Terms are governed by the
laws of the Republic of South Africa.
56.2. Subject to applicable statutory
jurisdiction and dispute-resolution rights, the courts of the Republic of South
Africa have jurisdiction over disputes arising from these Terms.
*SCHEDULE A — CUSTOMER TRANSACTION
FRAMEWORK*
For each Transaction, the Platform
shall, where reasonably practicable, record:
Customer.
2. Provider.
3. Service requested.
4. Service location.
5. Date and Time.
6. Provider acceptance;
7. Quoted price;
8. applicable Platform Fees.
9. applicable Taxes.
10. cancellation terms.
11. material service conditions.
12. relevant emergency information.
13. completion or cancellation status;
and
14. transaction reference number.
The transaction record shall be made
available electronically to the Customer and Provider.
*SCHEDULE B — PROVIDER COMPLIANCE
FRAMEWORK*
Before activation and periodically
thereafter, a Provider may be required to maintain:
CIPC documentation.
2. PSIRA business registration where
applicable.
3. applicable individual PSIRA
registration.
4. required security-officer grades.
5. applicable firearm documentation.
6. vehicle documentation.
7. public liability insurance.
8. professional indemnity or other
appropriate insurance where applicable.
9. tax and statutory compliance
information.
10. business address.
11. bank-account verification.
12. identity verification.
13. required licences, competencies or
permits; and
14. any additional documentation
reasonably required for the Provider's service category.
Failure to maintain required credentials
may result in suspension or removal from the Platform.
*SCHEDULE C — AI AND INTELLIGENT
DISPATCH POLICY*
*C.1 Purpose*
The dispatch system is designed to
facilitate lawful and operationally appropriate matching between Service
Requests and available Providers.
*C.2 Factors*
The Platform may consider:
location.
Provider availability.
legal eligibility.
required service category.
Provider grade.
vehicle capability.
equipment capability.
route conditions.
Customer requirements.
service history.
safety information; and
other relevant operational variables.
*C.3 No Absolute Automation*
The Platform may use automated
decision-making but shall exercise human review or override where appropriate.
*C.4 No Guaranteed Outcome*
Algorithmic matching does not guarantee:
a particular Provider.
the nearest Provider.
a particular response time.
successful intervention.
prevention of harm; or
uninterrupted dispatch.
*C.5 Safety Override*
Where the Platform identifies a material
safety, regulatory or operational concern, e-Protector may suspend, redirect or
manually review dispatch.
*C.6 Appeals and Review*
Providers and Customers may report
material allocation errors through the complaint mechanism. e-Protector may
review the relevant transaction and system behaviour.
*SCHEDULE D — DATA PROCESSING FRAMEWORK*
The parties acknowledge that different
processing activities may result in different POPIA roles.
| Processing Activity | Potential e-Protector
Role |
| -------------------------------------
| -------------------------------------------------------- |
| Customer account management | Responsible Party- *Customer* / Platform |
| Provider account management | Responsible Party - *Provider* / Platform |
| Platform analytics | Responsible Party - *Platform* |
| Fraud prevention | Responsible Party - *Platform* |
| Payment processing | Responsible Party -
*Platform* and/or Contracted Operator depending on structure |
| Customer's internal employee tracking
| Potential Operator - *Platform* |
| Provider operational telemetry | Role determined by purpose and
control - *Provider* |
| Dispatch processing | Role determined by purpose
and control |-
*Platform*
| Emergency escalation | Role determined by purpose
and control - *Provider* |
| Incident investigation | Role determined by purpose
and control | -
*Provider*
| Third-party hosting | Processor/Operator
relationship as applicable | -
*Platform*
The actual legal role shall be
determined according to the functions performed and Applicable Law rather than
solely by the label assigned in this Schedule.
*SCHEDULE E — CUSTOMER PAYMENT
DISCLOSURE* ( _to be published on commercialization stage_)
Before a Customer confirms a
Transaction, the Platform will display, where applicable:
**Provider Service Fee:**
**Cancellation Fee:**
**TOTAL:**
The Customer will have an opportunity to
review the transaction before final confirmation, subject to the functionality
and requirements applicable to the particular Transaction.
*SCHEDULE F — LIABILITY NOTICE*
*IMPORTANT CUSTOMER NOTICE*
The Platform connects Customers with
independent security service Providers. The physical Security Service is
performed by the Provider and its personnel, not automatically by e-Protector.
Provider Personnel are responsible for
the physical performance of the Security Service, subject to Applicable Law.
e-Protector remains responsible for its
own contractual obligations and for liability that Applicable Law places upon
e-Protector.
Nothing in these Terms excludes or limits
a statutory right or liability that cannot lawfully be excluded or limited.
By proceeding with a Transaction, the
Customer acknowledges that security services involve inherent operational
risks, including delays, communication failures, traffic, adverse conditions,
Provider availability and circumstances beyond the reasonable control of the
parties.
The nature and effect of any applicable
limitation of liability, assumption of risk or indemnity will be disclosed in
the manner required by Applicable Law.
*SCHEDULE G — EMERGENCY RESPONSE
DISCLOSURE*
The e-Protector Platform is a
technology-enabled marketplace and dispatch system.
Unless a specific service expressly
states otherwise:
e-Protector does not guarantee a
particular response time;
2. e-Protector does not guarantee that a
Provider will accept a Service Request;
3. GPS and telecommunications services
may fail;
4. a panic activation does not guarantee
physical intervention;
5. Customers should contact the
appropriate emergency authority directly where immediate emergency assistance
is required; and
6. Platform dispatch does not replace
SAPS, emergency medical services, fire and rescue services or other statutory
emergency services.
*SCHEDULE H — REQUIRED CORPORATE AND
ECTA INFORMATION*
**Email:** dali@e-protector.net
support@e-protector.net
**Website:** www.eprotector.net
*SCHEDULE I — DOCUMENT HIERARCHY*
The e-Protector legal documentation
suite should, where applicable, comprise:
Master Marketplace Terms &
Conditions;
2. Customer Terms;
3. Provider Marketplace Agreement;
4. Customer–Provider Service Contract;
5. Privacy Policy;
6. POPIA Data Processing Agreement;
7. AI and Automated Decision-Making
Policy;
8. Payment and Settlement Terms;
9. Provider Compliance Manual;
10. Acceptable Use and Safety Policy;
11. Emergency Response Protocol;
12. Complaints and Dispute Resolution
Policy;
13. applicable enterprise-specific
agreements.
FINAL REGULATORY RESERVATION
These Terms are intended to establish a
commercially coherent technology-marketplace structure while preserving
compliance with South African law.
_Nothing in these Terms:_
_1. constitutes a PSIRA registration._
2. _constitutes legal or regulatory advice._
3. _guarantees that e-Protector will be
regarded by PSIRA as outside the regulated security industry for ever, since
legislative enactment or amendment might
provide for marketplace model._
4. _replaces a required licence,
registration, permit or authorisation where applicable._
5. _replaces a formal POPIA compliance
programme._
6. _replaces a tax opinion concerning
VAT or agency/principal treatment._
7. _guarantees that a liability
limitation will be enforceable in every circumstance. or_
8. _prevents a competent court or
regulator from determining the legal character of an activity according to its
substance._
[ _*Cancellation & Refunds* Policy
for e-Protector Security Solution (Pty) Ltd, inline with *Clause 19* Marketplace Terms & Conditions Suite
incompliance with South African law—specifically the Consumer Protection Act 68
of 2008 (CPA) and the Electronic Communications and Transactions Act 25 of 2002
(ECTA)._ ]
*SCHEDULE J — CANCELLATION AND REFUNDS
POLICY*
1. Purpose and Legislative Framework
This Cancellation and Refunds Policy
("Policy") governs the cancellation of Service Requests,
subscriptions, and transactions initiated through the e-Protector digital
marketplace.
This Policy is formulated in accordance
with the mandatory provisions of South African law, specifically:
Section 17 (Consumer's right to cancel
advance reservation, booking or order) and Section 56 (Implied warranty of
quality) of the Consumer Protection Act 68 of 2008 (“CPA”);
Section 42 and Section 44 (Cooling-off
period) of the Electronic Communications and Transactions Act 25 of 2002
(“ECTA”); and
The Private Security Industry Regulation
Act 56 of 2001 (“PSIR Act”) and associated public safety directives.
2. Service Classifications
For the purposes of determining
cancellation rights, fee structures, and refund eligibility, services offered
via the Platform are categorized as follows:
On-Demand / Emergency Requests:
Real-time requests for immediate dispatch, close protection, Safe
Mobility, Security escorts or tactical
intervention.
Scheduled / Advance Bookings: Guarding,
event security, or transport escorts booked for a future date and time.
Recurring Subscription Services:
Continuous monitoring, app-based panic response subscriptions, or
retainer-based security services.
3. Customer-Initiated Cancellations
& Fees
3.1. On-Demand / Immediate Service
Requests
Due to the immediate allocation of resources
and deployment of Provider Personnel:
Cancellation Prior to Provider
Acceptance: 100% refund of the Provider Service Fee and Platform Fee.
Cancellation After Provider Acceptance,
but Prior to Dispatch/En-Route: A flat Administrative Processing Fee (up to a
maximum of R50.00) may be deducted.
Cancellation After Provider Dispatch /
En-Route: A reasonable Cancellation Charge will apply (capped at 50% to 100% of
the Provider Service Fee, plus applicable Platform Fees) to compensate the
Provider for transit costs, time, and foregone opportunities in terms of
Section 17(3)(b) of the CPA.
Cancellation Upon On-Site Arrival: 0%
refund of the Provider Service Fee.
3.2. Scheduled / Advance Bookings
More than 48 Hours’ Notice: Full refund
of the Provider Service Fee, less a 5% administrative processing fee to cover
non-recoverable payment gateway costs.
Between 24 and 48 Hours’ Notice: 50%
refund of the Provider Service Fee.
Less than 24 Hours’ Notice / No-Show: 0%
refund of the Provider Service Fee. The Customer remains liable for the full
quoted amount.
3.3. Recurring Subscriptions (App Access
/ Panic Subscriptions)
Cooling-Off Period (ECTA Section 44):
Where a Customer enters into a digital subscription via the Platform, the
Customer may cancel the subscription within 7 (seven) calendar days of
registration without penalty, provided the panic/emergency response services
have not been activated during that period.
Standard Subscription Cancellation:
Customers may cancel monthly subscriptions at any time via account settings.
Cancellation takes effect at the end of the current billing cycle. No pro-rata
refunds are issued for partial months.
4. Cancellation Exceptions (No Penalty /
Full Refund)
In accordance with South African law, no
cancellation fee or penalty shall be charged, and a full refund will be issued
to the Customer, under the following circumstances:
Inability to Perform Due to Death or
Hospitalisation: In terms of Section 17(5) of the CPA, if the Customer is
unable to honor a booking due to the death or hospitalisation of the Customer,
no cancellation fee will apply.
Provider Failure or Excessive Delay: If
an accepted Provider fails to arrive within a commercially reasonable time beyond
the estimated time of arrival (ETA), or fails to deploy altogether, the Service
Request is deemed failed due to non-performance under Section 56 of the CPA.
Platform / Matching Errors: Where a
dispatch error occurs solely due to a technical glitch, algorithmic error, or
system failure originating from e-Protector's infrastructure.
5. Provider-Initiated Cancellations
& Platform Interventions
If a Provider cancels an accepted
Service Request prior to deployment, the Platform will attempt to re-route the
request to an alternative eligible Provider.
If no alternative Provider is available,
the Transaction will be cancelled immediately, and the Customer will receive a
100% full refund (including all Platform and Technology Fees).
e-Protector reserves the right to
suspend or penalize Providers who exhibit a pattern of unexcused cancellations
or delays.
6. Refund Process & Settlement
Mechanics
6.1. *Method of Refund*
All approved refunds will be credited
back to the original payment method used for the Transaction (e.g.,
credit/debit card, EFT, or in-app wallet balance), in compliance with South
African Banking Association anti-money laundering regulations.
No cash refunds will be issued.
6.2. *Processing Timelines*
Refund decisions are processed within 30
(thirty) business days of receiving a valid refund request or triggering event.
Refunded funds typically reflect in the
Customer's bank account within 30 business days, depending on the issuing bank
and payment gateway clearing cycles.
6.3. *Platform Fee Treatment*
Where a refund is granted due to
Provider failure, Platform failure, or valid CPA statutory non-performance, all
e-Protector Platform Fees will be fully refunded.
Where a Customer cancels an en-route
service without statutory justification, Platform Fees are non-refundable to
cover digital dispatch overheads.
7. Dispute Resolution & Refund
Claims
If a Customer believes they were
unfairly charged a cancellation fee or denied a refund:
Submit a formal written dispute within 7
(seven) calendar days of the transaction date to support@eprotector.net or via the in-app dispute engine.
Include the Transaction Reference
Number, timestamp, location, and reason for the dispute.
e-Protector will review Platform
telemetry (GPS logs, dispatch records, timestamp data) and issue a final
determination within 5 (five) business days.
Nothing in this policy limits the
Customer’s right to lodge a complaint with the National Consumer Commission
(NCC) or an accredited Consumer Goods and Services Ombud under the CPA.
