Client must give BEE123 access to the Client Data. If not, BEE123 may not be able to provides Services. BEE123 takes the protection of Client Data seriously and will always try to protect it. BEE123 will:
• comply with relevant law – comply with all relevant laws that affect Client Data, including data protection, retention, and destruction laws;
• not sell Client Data – not sell, dispose of, or encumber any Client Data or try to do any of those things; and
• implement appropriate technical and organisational measures – implement appropriate measures to protect Client Data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access and against other unlawful forms of processing.
Client owns Client Data but gives BEE123 a right to use it to provide the Services when Client provides BEE123 with access to it. BEE123 does not own any Client Data. However, BEE123 does own its derived data. Client Data does not include any derived data that BEE123 creates for its own internal purposes. Derived data is any of BEE123's own data that BEE123 creates from Client Data, such as through aggregation, de-identification, or anonymisation.
Each party is responsible for complying with its respective obligations under applicable law governing Client Data, including applicable data protection law, and each party will take reasonable precautions (having regard to the nature of its obligations under this agreement), to preserve the integrity of Client Data, and to prevent any unauthorised access, corruption or loss. The parties both acknowledge that they are not investigating the steps the other is taking to comply with any applicable privacy and data protection laws.
Client acknowledges that it is and remains responsible for the lawfulness of Client Data it provides and for determining the purpose and means of BEE123 processing Client Data.
BEE123 will process, store, and, where applicable, transfer Client Data for the purpose of performing its rights and obligations under this agreement.
BEE123 may also process Client Data for other purposes:
• Market its product and service offerings – BEE123 may contact Client or have BEE123's personnel contact Client, via Client's nominated personnel, about BEE123's other products and services.
• Research – BEE123 may conduct research about BEE123 clients.
• Track and record user activity – BEE123 may track and record the manner in which Client, and its end users use the BEE123 Portal and Services; and
• Observe trends – BEE123 may use anonymised, de-identified extracts of such information for purposes of observing trends across its entire client base and performing aggregated scorecard gap analyses for the benefit of all of its clients, including Client;
unless the parties agree otherwise in a proposal.
Only the client can grant system access to BEE123 and its personnel. Client may grant and remove BEE123 Portal access to personnel when necessary.
BEE123 may share Client Data (including user details of Client's end users, if necessary) with its personnel who assist BEE123 with providing the BEE123 Portal and Services. BEE123 will do so only through a written agreement with the affiliate or contractor that imposes the same obligations on them as are imposed on BEE123.
BEE123 may store Client Data on BEE123's computer servers, which servers BEE123's personnel may control, host, and manage, unless the parties agree otherwise in a proposal.
Client Data will remain wherever BEE123 places it initially, unless BEE123 has to transfer it to another country to comply with BEE123's obligations to Client. Client consents to BEE123 transferring it cross border if necessary for the purpose of providing the Services.
Client remains obligated to pay the fees despite BEE123's failure to perform its obligations in the event that BEE123's failure is as a result of Client's failure or refusal to share information necessary for BEE123 to fulfil its rights and obligations under this agreement.
Client represents and warrants that:
• lawful grounds for processing – prior to providing Client Data to BEE123, Client has obtained all necessary rights, including any legally required consents, for BEE123 to use, process, or, where applicable, transfer Client Data;
• Client is responsible for the lawfulness of Client Data – all Client Data provided to BEE123 complies with applicable laws, including applicable data protection law;
• BEE123 will not be in breach of applicable law – processing will not place BEE123 in breach of any applicable law;
• data quality – Client Data, to the extent it comprises personal information, is and will remain, for the duration of this agreement, true, accurate, relevant, up to date, not misleading, and complete.
Client agrees to indemnify, defend, and hold BEE123 harmless (and those related to BEE123 and its personnel, co-branders or other partners) from and against any claim, demand, loss, damage, cost, or liability (including legal costs) relating to Client failing to comply with Client's obligations under this clause. If permissible under applicable law, legal costs will be on an attorney and own client basis.
On a party's reasonable written request, the other party will provide the requesting party with the information that it has regarding the requesting party's data and it's processing that is necessary to enable the requesting party to comply with its obligations under this clause and the applicable laws. The requesting party will reimburse the other party for its reasonable charges for its assistance.
On termination of any proposal, each party will return to the other party in the form in which it was received all of the other party's data or information provided to the party for the purpose of performing the relevant proposal, unless a party is otherwise required by applicable law to retain a copy of the data. In such case, the receiving party will continue to perform its responsibilities under this clause until such time as it is legally permissible to return or destroy the data.
In the agreement:
BEE123 advisor means BEE123 personnel who assist BEE123 in delivering the Consulting Services to Client;
affiliate means, in relation to a legal entity, any person that controls that entity, is under that entity's control or is controlled by the same person that controls that entity, where control means possessing, directly or indirectly, the ability to direct or cause the direction of the management, policies or operations of an entity, whether through ownership of voting securities, by contract or otherwise, and controlled shall have a corresponding meaning;
agreement means the agreement between BEE123 and Client, consisting of these terms, applicable annexures, and any proposals the parties enter into;
applicable data protection law means the data protection law that applies to the Services, including POPIA;
BEE123 means BEE123 (Pty) Ltd that makes proposals and, if specified in the proposal, its related persons or persons under common control as defined by applicable company law;
BEE123 Portal means the BEE123 proprietary management solution that BEE123 owns, operates and makes available to Client (and its end users) through BEE123's website (currently at www.bee123.co.za) including:
• all current and future modules Client has subscribed to, including the BEE123 and EE123 module,
• all webpages, components or sections,
• the content in it;
business day means any day within business hours, other than a Saturday, a Sunday, or a holiday (including a public or bank holiday) in South Africa, and any other reference to a day means a calendar day;
business hours means BEE123's normal business hours from time to time on business days (currently 8am to 5pm Monday to Thursday and 8am to 4pm on Fridays);
Channel Partner means a third party, independent of BEE123, which is a member of the BEE123 Partner Programme;
Client Data means all data and information (including information about an identifiable person) that Client (or any third party on Client's behalf including an end user) provides to BEE123 or inputs into the BEE123 Portal and all data and information that BEE123 generates, processes, or supplies to Client in providing the Services; but excludes any:
• derived data that BEE123 creates for its own internal purposes as described in clause 15.1,
• data that BEE123 can obtain from another source,
• BEE certificates or affidavits, or
• data that is proprietary or confidential to BEE123 or its personnel;
Client means any client of BEE123 that accepts these terms, enters into an agreement with BEE123 or accepts a proposal from BEE123 and, if specified in the proposal, those related to it;
CPI means the average year-on-year percentage change in the Consumer Price Index for all urban areas as published in the Statistical News Release compiled by Statistics South Africa (or its successor in title) for the preceding 12 calendar months;
deliverables means the deliverables as defined in each proposal or related material;
effective date means the effective date of the Services as agreed between the parties in writing or the date on which BEE123 starts providing the Services (whichever happens first);
end user means any natural person Client provides user details to for the purposes of accessing or using the BEE123 Portal via Client's account. This may include Client's personnel, BEE123's personnel, or any other third party;
escalation rate means CPI plus three percent;
existing material means any code, forms, algorithms or materials developed by or for either party independently and outside of the agreement and provided during the course of the agreement;
fees means the fees, charges, or price Client will pay to BEE123 in respect of goods or services BEE123 provides to Client, including where applicable, any licence fees;
intellectual property rights means any patent, trademark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered;
licence fee means the fees payable by Client in respect of the access to or use of the Services by its end users, in accordance with the fees;
parties means the parties to this agreement being Client and BEE123, and party refers to either of them individually, as the context requires;
personnel means any representative, including any director, employee, agent, affiliate, consultant, or contractor;
POPIA means the Protection of Personal Information Act 4 of 2013;
privacy policy means BEE123's policy regulating its use and protection of personal information, accessible at https://www.bee123.co.za/privacy-policy-2/;
proposal means a separate document or form (including a written contract, agreement, estimate, quote, proposal, engagement letter, statement of work, email, form or invoice) that contains the commercial terms of each specific transaction and incorporates these terms;
related and related persons means natural and juristic persons who are connected to one another in the manner contemplated in applicable law;
service levels means the levels according to which BEE123 will provide each service as set out in this agreement;
Services means any services BEE123 provides to its clients, which may include a software as a service (SaaS) that BEE123 provides through the BEE123 Portal (BEE123 SaaS), consulting or advisory services (Consulting Services), implementation services, training, advice, or support;
sign, signed or signing means the handwritten signature, an advanced electronic signature, or an electronic signature that the parties agree to use, of a party's duly authorised representatives;
subscription period means the period of the initial and each renewal subscription period in terms of this agreement, being a period of 36 calendar months, unless the parties indicate otherwise in a proposal;
tax means any tax (including value added tax, income taxes, pay-as-you-earn tax or other taxes levied in any jurisdiction), duty, tariff, rate, levy, or any other governmental charge or expense payable;
terms means these terms, consisting of:
• these terms of service; and
• any other identified specific terms, policies, disclaimers, rules and notices that the parties agree on in writing, (including any that may be applicable to any specific Services);
third party contractor means any contractor, supplier, vendor, service provider or licensor any of the Services, which is not a party to the agreement;
third party software means all third party software owned by a third party but legally licensed to BEE123 for use in providing the Services;
user details means all information, including personal information, Client has provided, whether directly or indirectly, to BEE123 through the BEE123 Portal for the purposes of:
• registering Client and its end users on the BEE123 Portal,
• purchasing, or
• subscribing to a service.
writing or written means the reproduction of information or data in physical form (includes handwritten documents, hard copy printouts and fax transmissions) or any mode of reproducing information or data in electronic form that the parties agree to use (like pdf files), but excludes information or data in the form of email, text message or instant message.
When you submit an enquiry or if you register on our website, you will no longer be anonymous to us.
This personal information may include:
• your name and surname;
• your email address;
• your telephone number;
• your company name, company registration number, and VAT number;
• your postal address or street address; and
• your username and password.
We will use this personal information to fulfil your account, provide additional services and information to you as we reasonably think appropriate, and for any other purposes set out in this policy.
When you request a proposal or order our software from us, you will be asked to provide us with additional information on a voluntary basis.
You will provide us with personal information when you attend an event that we host.
When you access our website or use our software, we automatically collect limited technical and usage information. This includes your Internet Protocol address (IP address), the date and time of access, the pages or system endpoints you access, the referring URL, basic browser and operating system information (usage information), and technical information such as error, performance, and security logs. We also use technical session identifiers and essential cookies to enable the website and software to function properly. Please note that other websites visited before entering our website might place personal information within your URL during a visit to it, and we have no control over such websites. Accordingly, a subsequent website that collects URL information may log some personal information.
For information on how we deal with cookies, please refer to our Cookies Policy.
Our website may contain electronic image requests (called a single-pixel gif or web beacon request) that allow us to count page views and to access cookies. Any electronic image viewed as part of a web page (including an ad banner) can act as a web beacon. Our web beacons do not collect, gather, monitor or share any of your personal information. We merely use them to compile anonymous information about our website.
You may also provide additional information to us on a voluntary basis (optional information). This includes content or products that you decide to upload or download from our website or when you enter competitions, take advantage of promotions, respond to surveys, order certain additional goods or services, or otherwise use the optional features and functionality of our website.
We process the personal information of the following categories of people:
• customers or organisations;
• customer's employees and contractors;
• prospects or leads;
• employees;
• contractors, vendors, or suppliers;
• dealers;
• directors and shareholders;
• suppliers; and
• beneficiaries.
We may use or process any personal information, or optional information that you provide to us for the purposes that you indicated when you agreed to provide it to us. In some cases, we process personal information on behalf of our customers. Where we do this, the customer is responsible for deciding why and how the personal information is processed, and we act only on their instructions. In other cases, we process personal information for our own business purposes and act as the responsible party. Processing includes gathering your personal information, disclosing it, and combining it with other personal information. We generally collect and process your personal information for various purposes, including:
services and software provision purposes – such as:
• collecting orders or requests for our software and services;
• managing our contracts with various data subjects;
• processing customer requests or complaints;
• keeping our data subject records and information up to date;
• better understanding our data subject's needs; and
• providing support to our customers.
marketing purposes – such as:
• marketing to customers;
• marketing to prospects; and
• hosting events and conferences.
business purposes – such as:
• managing employees in general;
• internal audit;
• accounting;
• business planning and due diligence, and joint ventures, disposals of business, or other proposed and actual transactions;
• understanding trends, improving our software and services; and
• research and analytics.
legal purposes – such as:
• handling claims and enforcing debts; and
• complying with regulations or pursuing good governance.
We may use your usage information for the purposes described above and to:
• remember your information so that you will not have to re-enter it during your visit or the next time you access the website;
• monitor website usage metrics such as total number of visitors and pages accessed; and
• track your entries, submissions, and status in any promotions or other activities in connection with your usage of the website.
Consent to collection
We will obtain your consent to collect personal information:
• in accordance with applicable law; and
• when you provide us with any registration information or optional information.
We process the personal information of the following categories of people:
• customers of BEE123 and their respective management, employees and suppliers;
• employees and personnel of BEE123;
• recruiters and medical practitioners providing services related to employees;
• contractors, vendors, or suppliers;
• debtors and creditors;
• directors and shareholders;
• distributors, agents and resellers;
• third parties with whom we do business.
We process the personal information to:
• provide our goods or supply our services;
• better understand our data subjects' needs when doing so;
• keep our data subject records up to date;
• manage employees in general;
• manage supplier contracts in general;
• manage customers in general;
• manage customer credit in general;
• market to customers in various countries;
• enforce debts;
• market goods and services to prospects;
• run promotional competitions for businesses;
• process customer requests or complaints; and
• process personal information of employees for forensic purposes.
We process many different categories of personal information, including:
• contact details, such as phone numbers, physical and postal addresses, and email addresses;
• personal details, such as names, personal opinions, views, or preferences;
• demographic details, such as races, age, gender, sex, pregnancy, marital status, national, ethnic or social origin, colour, sexual orientation, physical or mental health, well-being, disability, religion, conscience, belief, culture, language and birth of the person;
• health information;
• biometric information;
• account numbers;
• background information;
• contract information;
• credit information;
• market intelligence information;
• debt and debtor information;
• education, financial, criminal, or employment history;
• location data, online identifier, or other unique assignment;
• private or confidential correspondence, or related follow-up revealing its contents;
• others' opinions about the person; and
• the person's name if disclosed with other personal information or if disclosure reveals personal details.
We give the following people personal information that we process in the ordinary course of business to fulfil our obligations to our customers or clients:
• Accredited BEE verification agencies for purposes of conducting an independent audit process aimed at verifying and validating the BEE status of BEE123's customers;
• contractors, vendors, or suppliers;
• agents, distributors, or other resellers;
• operators, other responsible parties, or co-responsible parties;
• third party service providers (such as software developers) to help us maintain our services and the BEE123 solution; and
• statutory or oversight bodies, regulators, and any court, administrative, or judicial forum arbitration statutory commission that makes a request for personal information or discovery following applicable rules.
We store and process personal information in South Africa. Our data centres are located in South Africa, and we do not intentionally transfer personal information outside of South Africa. In limited circumstances, personal information may be accessed or transmitted outside of South Africa when a customer, or authorised user accesses our software from outside of South Africa. We will only transfer data to other countries who have similar privacy laws to South Africa's that provide an adequate level of protection, or recipients who can guarantee the protection of personal information to the same standard we must protect it.
We secure data by maintaining reasonable measures to protect personal information from loss, misuse, and unauthorised access, disclosure, alteration, and destruction. We also take reasonable steps to keep personal information accurate, current, complete, confidential, and reliable for its intended use.
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