Terms & Conditions

Introduction

Welcome to Sidekick (Pty) Ltd (“the Company”). These Terms and Conditions (“T&Cs”) set out the legal framework governing the use of our platform, which facilitates connections between Clients and Independent Contractors. By engaging with our services, you agree to be bound by these T&Cs.

Definitions

“Company” refers to Sidekick (Pty) Ltd, registration number 2023/750155/07.

“Client” refers to an individual or business engaging the services of an Independent Contractor.

“Platform” refers to the Company’s system for connecting Clients with Independent Contractors.

“Terms and Conditions” or “Agreement” refers to this document and any subsequent amendments.

“Independent Contractor” or “Contractor” refers to any individual providing services through the platform.

“IC Agreement or Independent Contractor Agreement” refers to the Contractual agreement between the Client and the Independent Contractor.

“Company Representative” means the person appointed by the Company to facilitate onboarding and provide discretionary administrative support to the Client and Independent Contractor.

Nature of the Platform

The Company acts as an intermediary connecting Clients with the Independent Contractors.

The Company does not directly provide services and is not responsible for the quality or outcome of services rendered by the Independent Contractors.

All engagements between Clients and the Independent Contractor occur independently of the Company.

The Company does not provide any services of administration, virtual assistance, bookings, etc. and the Company is not an Administrative or Virtual Assistant Service Provider. It is up to individual independent contractors, registered under the Company, to provide such services following the introductions and connection to Clients of such services indicated and offered through the website and / or software. The Company offers information and a method to obtain services, but does not obtain such services or act in any way as the Independent Contractor.

By engaging a contractor introduced by the Company, you acknowledge and agree that such individual is an Independent Contractor and not an employee, agent, or representative of the Company.

Through this agreement, you take on certain risks, liabilities and responsibilities and certain risks, liabilities and responsibilities of the Company are excluded. The Company is not a service provider and does not employ any service providers/Independent Contractors.

Relationship Between the Parties

Individuals operate as independent contractors and are not employees, agents, or representatives of the Company. The Company does however provide the necessary guidelines and engagement terms through Independent Contractor Agreements, which is a support function to the Client.

Clients acknowledge that the Company does not direct or control the methods, means, or manner in which the Independent Contractor performs their work.

The Company does not assume liability for any interactions, transactions, or disputes between Clients and the Independent Contractors.

Matching Discretion

The Company operates solely as a platform to facilitate connections between Clients and Independent Contractors but is under no obligation to match any Client with a suitable Independent Contractor or to provide work opportunities to any Independent Contractor. Matching is entirely at the Company’s discretion, and the Company makes no guarantees regarding the availability, suitability, or compatibility of any Independent Contractor for a Client’s needs.

Payment & Fee Terms

Payment Processing: The Client is required to make all payments via the Company’s designated payment system, which must be made in terms of the Company payment schedules. Failure of such payment processing will result in service suspension and / or termination of services.

Payment Dates: All payments must be made by the 25th of each month of service provided by the Contractor. This will allow the Company to ensure timely payment to the Contractor by month end. Any payments not received by the 25th will be deemed late.

Late Payments: A 2% penalty fee applies for payments overdue by 3 days. Continued failure to pay may result in service suspension and legal action. Payments received later than 7-days after the due date, will cause possible suspension of the services and the Contractor reserves the right to suspend any services until payment is made in full. Continued failure to make payment within 30 days after the due date, will see immediate termination of the agreement and services. Outstanding fees remain as such and any legal actions or administrative costs incurred will be recovered from the Client.

Non-Refundable Payments: Once the Independent Contractor has commenced work, payments are non-refundable.

Currency Exchange: When applicable, exchange rates will be based on the published Google rates at the time of payment.

The Company reserves the right to adjust fees, pricing structures or payment terms at any time. Such changes will be communicated to clients and Contractors in advance. The Company is not liable for any non-payment from Clients.

Where a client is not satisfied with services, no withholding of fees or payment may be instituted outside of the Dispute Resolution Clause hereto.

Annual Fee Adjustment: The fees for services provided under these T&Cs may be reviewed and adjusted annually to reflect changes in operational costs, market conditions, and inflation. The Company will notify the Client of any fee changes at least 30 days in advance. If the Client does not accept the revised fees, they may terminate the agreement as per the relevant termination clauses.

Indemnity

The Client and Independent Contractor agree to indemnify, defend, and hold the Company harmless from any claims, damages, liabilities, or expenses (including legal fees) that arise from:

• The Client’s use of an Independent Contractor’s services
• The Independent Contractor’s actions, including negligence, misconduct, or breaches of agreement
• Any financial disputes, fraud, or security issues involving the Independent Contractor or third parties

If the Company is required to defend itself in legal proceedings due to the actions, omissions, or contractual breaches of the Independent Contractor or Client, the Independent Contractor or Client agrees to reimburse the Company for all reasonable legal fees, court costs, and related expenses incurred.

Service Terms & Expectations

• Clients must provide all necessary details for the Independent Contractors to complete assigned tasks.
• The Independent Contractors must perform tasks in a professional, diligent, and ethical manner.
• Clients may not require the Independent Contractors to perform illegal, unethical, or unsafe activities.
• The Company is not liable for service interruptions, delays, or failures beyond its control.

Company Confidentiality and Restricted Use

The Client and Independent Contractor acknowledge that, through their use of the platform, they may gain access to confidential business information, processes, or proprietary methods belonging to the Company.

The Client and Independent Contractor agree not to use, copy, distribute, or disclose any confidential information obtained through the platform for any purpose other than fulfilling their obligations under this Agreement. This includes but is not limited to:

• The Company’s pricing structures, internal processes, and business model.
• Any proprietary software, algorithms, or automation used by the Company.
• Any trade secrets, client lists, or operational strategies.

This confidentiality obligation shall survive the termination of this Agreement for a period of two (2) years.

Vetting Disclaimer

Where the Company describes Independent Contractors or Clients as “vetted” or similar, this means only that the Company may carry out certain checks before introducing a Client to an Independent Contractor or vice versa. The Company does not guarantee that any checks conducted are comprehensive, nor does it warrant the accuracy or reliability of any information obtained.

The Client and Independent Contractor acknowledge that:

• The Company does not verify the full skills, qualifications, experience, background, or suitability of any Independent Contractor or Client beyond any checks it may choose to perform.
• The Company is not responsible for any misrepresentation, errors, omissions, or failures on the part of either a Client or an Independent Contractor.
• Independent Contractors engage with Clients at their own risk, and Clients engage with Independent Contractors at their own risk. The Company assumes no liability for the actions, omissions, or performance of either party.
• The Company makes no guarantees regarding the quality, safety, or reliability of any engagement between a Client and an Independent Contractor.

Anti-Circumvention

To ensure smooth, safe, and timely payments from the Client to the Independent Contractor, all payments for services rendered under this agreement must be made through the Company’s designated payment system. This system provides valuable benefits to both parties by ensuring proper documentation, transparency, and reliability of transactions. The Independent Contractor and the Client are strictly prohibited from entering into any alternative payment arrangements or using any other payment methods outside of the Company’s designated payment system. While this requirement protects the Company’s legitimate business interests, it does not restrict the Independent Contractor’s ability to engage in other business activities independently.

In the event that the Independent Contractor or Client violates the payment method restriction outlined above, the following consequences may be enforced:

• Immediate termination of this agreement.
• Forfeiture of any outstanding payments owed to the Contractor or the Company.
• Suspension or permanent deactivation of the Contractor’s or Client’s account with the Company.
• Legal action to recover any damages or lost income incurred by the Company as a result of the circumvention.

Non-Solicitation

If the Client wishes to hire the Independent Contractor directly during or within six months of termination, the Placement Fee shall apply.

In the case that the Independent Contractor has terminated with the Client and is appointed with the Client within 6-months of termination, such placement fee shall be deemed payable by the Client. The Company reserves the right to do regular follow ups with the Client as well as respective vetting and investigation.

Representations and Warranties

By engaging with the Company, the Client and Independent Contractor represent and warrant that:

• They are at least 18 years old and legally capable of entering into this Agreement.
• They have the right, authority, and capacity to enter into this Agreement and abide by its terms.
• They will only use the Company’s platform for lawful purposes and will not engage in fraudulent, misleading, or harmful activities.
• They will comply with all applicable laws in their jurisdiction when using the platform.
• The Independent Contractor represents and warrants that they have the necessary skills, qualifications, and experience to perform the agreed services.

The Client and Independent Contractor agree that they will not:

• Use the platform for illegal, fraudulent, or unauthorized purposes.
• Engage in any activity that harms, disrupts, or interferes with the platform’s operation.
• Copy, distribute, or misuse Company materials or proprietary information.
• Attempt to circumvent or manipulate payment processes, platform policies, or contractual obligations.
• Engage in harassment, discrimination, or any behavior that creates an unsafe or hostile environment for Clients, Independent Contractors, or Company representatives.
• Request, encourage, or pressure the other party to engage in illegal, unethical, or immoral activities.

Role of the Company Representative

The Company Representative’s role is limited to facilitating onboarding and providing discretionary administrative support to the Client and Independent Contractor. The Representative does not supervise, direct, or influence the Independent Contractor’s work and acts solely as a neutral facilitator, not an employer. While the Company Representative may assist with minor issues at their discretion, they are not obligated to resolve disputes or engage in extensive involvement, particularly in matters requiring legal intervention or significant time.

The Company Representative does not have any supervisory or managerial authority over the Independent Contractor, nor supervise the Independent Contractor’s work. The Independent Contractor remains solely responsible for delivering services to the Client as agreed.

Trademarks and Branding Rights

The Company name, the Company logo, and the product names associated with the platform and services are trademarks of the Company, and no right or license is granted to use them.

Non-Exclusivity

The Independent Contractor is free to provide services to other clients and is not restricted from engaging in other business or employment activities. The Client acknowledges that the Independent Contractor may have other clients and work commitments.

Information and Accuracy

The Company, Clients, and Independent Contractors are each responsible for ensuring that any information they provide is accurate, complete, and up to date at all times. None of the parties shall be liable for any issues, delays, or damages arising from reliance on outdated, incorrect, or incomplete information provided by another party.

Privacy & Data Protection

The Company collects, stores, and processes Client and Independent Contractor information solely for the purpose of facilitating services and transactions. All personal data is handled in compliance with South African data protection laws, including the Protection of Personal Information Act (POPIA).

Clients and Independent Contractors must:

• Keep their account credentials secure and not share login details.
• Notify the Company immediately if unauthorized access occurs or if they suspect a security breach.
• Not misuse, sell, share, or distribute any personal data obtained through the Company.

The Company is not responsible for unauthorized access, data breaches, or loss of information caused by negligence, insecure passwords, or failure to follow data protection measures by the Client or Independent Contractor.

Privacy, ECT Act, POPIA

Please visit the Company’s privacy policy available on its website to understand how the Company collects, stores, and uses personal information. The Company processes personal data in accordance with South African law, including the Protection of Personal Information Act (POPIA) and the Electronic Communications and Transactions (ECT) Act.

The Electronic Communications and Transactions Act 25 of 2002 states that when goods or services are offered by way of electronic transactions, the seller must make certain information available to customers. The Company complies with this requirement by providing its business details, contact information, and terms of service on its platform.

Personal Information and Privacy

During interactions with the Company, whether through communication, onboarding, or payment processing, Clients and Independent Contractors may be required to provide personal information. By submitting personal information, the Client and Independent Contractor consent to the Company collecting, processing, and storing this data in accordance with its Privacy Policy. The Company will take reasonable measures to protect personal information but assumes no liability for unauthorized access, data breaches, or third-party misuse of such information beyond its control.

Secrecy and Confidentiality

The Independent Contractor agrees to maintain the strict confidentiality of all information received from the Client, including but not limited to trade secrets, business plans, financial data, Client records, and personal information.

The Independent Contractor shall not disclose any confidential information to any third party, except as required by law or expressly authorized in writing by the Client.

The Independent Contractor shall take all reasonable precautions to safeguard confidential information, including secure storage, restricted access, and strong password protection.

Upon termination of this Agreement or at the Client’s request, the Independent Contractor shall promptly return or permanently delete all confidential information in their possession.

Confidentiality obligations under this Agreement shall remain in effect indefinitely, even after termination. Any breach of confidentiality entitles the injured Party to claim damages and seek an injunction to prevent further unauthorized disclosures.

The Company Representative is also bound to maintain the confidentiality and security of all Client-provided information in accordance with this clause.

Termination of Agreement

Either party may terminate the agreement for any reason, including if the services are no longer required, by providing 20 business days’ written notice to the other party and the Company Representative.

The message must clearly state the intent to terminate the agreement. Example: “This message serves as 20 business days’ notice to terminate the agreement with [the terminating party].”

The Client may also terminate the agreement with immediate effect if the Independent Contractor:

• Commits a serious or persistent breach of any provision of the agreement.
• Is guilty of serious misconduct or deliberate neglect.
• Is unresponsive without notification or authorisation from the Client for a period exceeding five (5) days without providing valid reasons.
• Wilfully disobeys any lawful order or direction from the Client.
• Is found to be of unsound mind.
• Is convicted of a criminal offence.
• Fails to disclose relevant personal information or discloses materially incorrect, intentionally vague, or false personal information.
• Fails to report criminal or dishonest conduct, including corruption or fraud.
• Is guilty of any conduct justifying summary dismissal.
• Displays gross misconduct or insubordination towards the Client.

The Independent Contractor will take full responsibility for the proper handover to any successor, should the Client appoint a new Independent Contractor.

The Independent Contractor may terminate the agreement with immediate effect if:

• The Client commits a serious or persistent breach of any provision of the agreement.
• The Independent Contractor experiences harassment or discrimination from the Client.
• The working conditions are deemed unsafe or inappropriate.

Without prejudice to the Company’s other rights under these T&Cs, if a Client or Independent Contractor breaches these terms and conditions in any way, the Company may take such action as it deems appropriate to address the breach, including but not limited to:

• Suspending or terminating services.
• Prohibiting future engagement with the Company, Clients, or Independent Contractors.
• Taking legal action, including seeking damages or injunctive relief.

The Company reserves the right to pursue further remedies as permitted by law.

Third-Party Engagement Disclaimer

During the course of their work, an Independent Contractor may engage with, recommend, or coordinate third-party service providers on behalf of a Client. This may include, but is not limited to, movers, electricians, caterers, delivery services, or repair technicians.

Neither the Company nor the Independent Contractor assumes any liability, responsibility, or obligation for the performance, actions, or quality of services provided by any third party. Any agreements, warranties, payments, or disputes related to such third-party services are solely between the Client and the third party.

The Client acknowledges that:

• The Company does not endorse, verify, or control any third-party service providers engaged by the Independent Contractor.
• Any engagement with a third party is at the Client’s own risk, and the Company and Independent Contractor are not liable for any damages, losses, or failures caused by the third party.
• If a dispute arises with a third-party service provider, the Client must resolve it directly with that provider.

The Company and Independent Contractor shall not be held liable for:

• Any financial loss, damage, or service failures caused by a third-party provider.
• Any fraud, negligence, or misconduct of a third-party provider.
• Any incorrect bookings, delays, or miscommunications with third-party services.

Dispute Resolution Clause

The Company is not responsible for mediating or resolving disputes between Clients and Independent Contractors. Disputes should be handled directly between the parties. However, the Company may, at its discretion, offer guidance or suspend accounts if serious complaints arise.

To expedite resolution and minimize costs, the parties (the Client and the Independent Contractor) agree to first attempt to resolve any dispute, controversy, or claim (“dispute”) informally. Either party may initiate this process by providing written notice of the dispute, and the parties shall engage in good faith negotiations for at least 30 days before proceeding to arbitration or litigation, except where urgent or interim relief is required.

If informal negotiations fail, the parties agree to mandatory mediation facilitated by a mutually agreed-upon mediator. The cost of mediation shall be shared equally by both parties, unless the independent contractor can demonstrate financial hardship, in which case the client shall bear the full cost of mediation, or the mediation shall be conducted through a low-cost mediation service if available. The parties shall select a mediator within 10 business days of initiating the mediation process, and mediation shall take place within 15 business days of the request.

If mediation does not resolve the dispute, the parties agree to resolve the matter via arbitration through the Arbitration Foundation of South Africa (AFSA) in accordance with its expedited rules. However, for disputes involving amounts below R50,000, either party may elect to pursue resolution in Small Claims Court instead of arbitration. Arbitration decisions shall be final and binding.

Nothing in this clause prevents either party from seeking urgent or interim relief from a competent court of law. While a dispute is pending, both parties shall continue to fulfill their obligations under this agreement to the extent reasonably possible, unless doing so would cause material harm.

General

No joint venture, partnership, employment, or agency relationship exists between the Client, Independent Contractor, or the Company as a result of this Agreement.

If any provision of this Agreement is found to be invalid or unenforceable, that provision shall be removed, and the remaining provisions shall continue to be enforced to the fullest extent permitted by law.

The Company’s failure to enforce any right or provision under this Agreement shall not be considered a waiver of such right or provision unless agreed to in writing by the Company.

These Terms and Conditions, together with any signed Independent Contractor Agreement, constitute the entire agreement between the parties. No terms, conditions, or warranties not included in these documents are binding. These documents supersede all prior negotiations, discussions, or agreements, whether written or oral.

Amendments

The Company reserves the right to amend, modify, or add additional clauses to this Agreement at any time. Any material amendments will be communicated in writing with no less than 30 days’ notice before taking effect. If a Client does not wish to continue under the amended terms, they may terminate their agreement in accordance with the relevant termination clauses. The Client and Independent Contractor are responsible for reviewing any updates to this Agreement.

Governing Law & General Provisions

This Agreement is governed by South African law.

The Company reserves the right to amend these T&Cs at any time, with changes taking effect upon publication.

No partnership, employment, or agency relationship is created by this Agreement.

By continuing to use the Company’s platform, you agree to abide by these Terms and Conditions.