1. Contractual Relationship
1.1. These Terms of Use (“Terms”) govern the access or use by you, an individual or juristic person from within the Republic of South Africa of applications, websites, content, products, and services (the “Services”) made available by Boldinc (Pty) Ltd T/A “Groom” or “hellogroom”, a private company duly registered and incorporated in terms of the company laws of the Republic of South Africa with registration number 2018/208122/07, carrying on the business of connecting suppliers of home services to their prospective clients and vice versa. Groom has its offices situated at Office 239, Groom 145 2nd Street, Parkmore, Sandton, 2196 South Africa.
1.2. When creating an account, you have accepted our general terms and conditions of platform use, and our privacy terms for Platform use. 1.3. By signing up as a customer, or supplier, you indicate your acceptance of these commercial Terms, and the Data Processing Agreement (you create and control your users’ account directly on the platform or by using an API, or similar methodology).
1.4. You hereby also indicate that in the event that you act on behalf of any organisation, you agree to these Commercial terms on behalf of that organisation, and you have the authority to do so. In such a case, “you” and “your” will refer to that organisation.
1.5. Groom does not perform and is not responsible for any of the service providers appointed by the client. The platform is to connect a client to 5 prospective service providers who will make contact with the client and furnish a unique code as generated by Groom upon each query.
2.1. Your access and use of the Services constitutes acceptance of these terms and conditions.
2.2. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you. Groom may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.
2.3. Supplemental terms may apply to certain Services, such as policies for a particular event, activity or promotion, project management and estate maintenance services and such supplemental terms will be disclosed to you in connection with the applicable Services. Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Services. Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.
2.4. Groom may amend the Terms related to the Services from time to time. Amendments will be effective upon Groom’s posting of such updated Terms at this location or the amended policies or supplemental terms on the applicable Service. Your continued access or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended.
2.5. Our collection and use of personal information in connection with the Services is as provided in Groom’s Privacy Policy located at https://www.hellogroom.co.za/privacy/notice. Groom may provide to a claims processor or an insurer any necessary information (including your contact information) if there is a complaint, dispute or conflict, which may include an accident, involving you and a Third Party Provider and/or staff personnel and such information or data is necessary to resolve the complaint, dispute or conflict.
3. The Services
3.1. The Services constitute a technology platform that enables users of Groom’s mobile application or website provided as part of the Services (each, an “Application”) to engage and approach prospective clients for provision of home services including inter alia plumbing, electrical, household renovations and repair, gardening, cleaning and logistics services (including furniture and household removal).
3.2. Such providers of home services and their employees are independent from Groom and are recognised as independent service providers with no affiliation to Groom. Unless otherwise agreed by Groom in a separate written agreement with you, the Services are made available solely for your personal, non-commercial use.
3.3. Groom uses a hybrid payment structure. Initiation of a lead is done through a “pay per lead” for successful bid, where service providers will pay R___ for a lead based on a client query or request. The information will be shared with a maximum of 5 service providers who purchases the lead and a unique code is generated for each lead purchased, which code is shared between client and service provider. Upon successful completion of the work, Groom will become entitled to a percentage of the service fee charged by the service provider, which is deducted prior to Groom paying over such service fee to the service provider.
4. License
4.1. Subject to your compliance with these Terms, Groom grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferrable license to: (i) access and use the Application on your personal device solely in connection with procurement of service and use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, non-commercial use. Any rights not expressly granted herein are reserved by Groom and Groom’s licensors.
5. Restrictions
5.1. You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Groom; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.
6. Third Party Beneficiaries
6.1. Apple Inc., Google, Inc., Microsoft Corporation or BlackBerry Limited and/or their applicable international subsidiaries and affiliates will be third- party beneficiaries to this contract if you access the Services using Applications developed for Apple iOS, Android, Microsoft Windows, or Blackberry-powered mobile devices, respectively. These third-party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these devices is subject to terms set forth in the applicable third-party beneficiary’s terms of service.
6.2. Groom has taken reasonable measures to ensure the integrity of its Platform and content, no warranty whether express or implied is given that any files, downloads or applications available via the Groom Platform is free of any viruses, data or code which has the ability to corrupt, damage or affect the operation of a User’s use of the Groom Platform.
7. Ownership
7.1. The platform and all rights therein are and shall remain Groom’s property or the property of Groom’s licensors. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner Groom’s company names, logos, product and service names, trademarks or services marks or those of Groom’s licensors.
8. Your Use of the Services
8.1. User Accounts In order to use most aspects of the Services, you must register for and maintain an active personal user Services account (“Account”). You must be at least 18 years of age to obtain an Account. Account registration requires you to submit to Groom certain personal information, such as your name, address, mobile phone number and age, as well as at least one valid payment method (either a credit card or accepted payment partner). You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information may result in your inability to access and use the Services or Groom’s termination of these Terms with you. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by Groom in writing, you may only possess one Account.
8.2. User Requirements and Conduct The Service is not available for use by persons under the age of 18. You may not authorize third parties to use your Account, and you may not allow persons under the age of 18 to receive services from Service Providers unless they are accompanied by you. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using the Services, and you may only use the Services for lawful purposes. You will not, in your use of the Services, cause nuisance, annoyance, inconvenience, or property damage, whether to Groom and/or any of its staff personnel and/or a Service Provider and/or any client and /or any other third party. In certain instances, you may be asked to provide proof of identity to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity.
8.3. Text Messaging By creating an Account, you agree that the Services may send you text (SMS) messages as part of the normal business operation of your use of the Services. You may opt-out of receiving text (SMS) messages from Groom at any time by following the directions found at https://www.hellogroom.co.za/unsubscribe/. You acknowledge that opting out of receiving text (SMS) messages may impact your use of the Services.
8.4. Promotional Codes
Groom may, in Groom’s sole discretion, create promotional codes that may be redeemed for Account credit, or other features or benefits related to the Services supplied by the service Provider, subject to any additional terms that Groom establishes on a per promotional code basis (“Promo Codes”). You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Groom; (iii) may be disabled by Groom at any time for any reason without liability to Groom; (iv) may only be used pursuant to the specific terms that Groom establishes for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use. Groom reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that Groom determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these Terms.
8.5. User Provided Content Groom may, in Groom’s sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to Groom through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions (“User Content”). Any User Content provided by you remains your property. However, by providing User Content to Groom, you grant Groom a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Groom’s business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.
You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant Groom the license to the User Content as set forth above; and (ii) neither the User Content nor your submission, uploading, publishing or otherwise making available of such User Content nor Groom’s use of the User Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You agree to not provide User Content that is defamatory, libellous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Groom in its sole discretion, whether or not such material may be protected by law. Groom may, but shall not be obligated to, review, monitor, or remove User Content, at Groom’s sole discretion and at any time and for any reason, without notice to you.
8.6. Network Access and Devices You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device and you shall be responsible for such rates and fees. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Groom does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
9. Payment
9.1. Once a service provider’s quote has been accepted by the client, such amount of money is deposited into the account of Groom pending finalisation of the requested work.
9.2. Upon successful completion of the work /services by the service provider to the client, Groom will be entitled to 18% of the service fee charged by the service provider. Such amount is to be deducted prior to Groom paying over the amounts held in escrow to the service provider.
9.3. Upon completion of the work/ services by the service provider, and confirmation from the client, Groom will release the money so deposited into its account, less 18% fee, to the relevant service provider. This mitigates complaints of work not being done and further mitigates complaints of poor workmanship.
9.4. Should a deposit not be paid, no work shall commence and should a final sign off form, as per client’s query not be completed, then Groom shall withhold payment thereof to the service provider pending resolution of any dispute.
9.5. None of the clauses contained herein create an obligation on the part of Groom from either clients or service providers and any liability for work done, together with guarantees for work done remain with the service provider.
9.6. This payment structure is intended to fully compensate service provider for the services or goods provided and safeguard the client from incomplete work done.
10. Limitation of Liability; Indemnity
10.1. Limitation of Liability.
10.1.1. To the maximum extent permitted by applicable law, in no event will Groom, its affiliates, directors, employees or its licensors be liable for any direct, indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other losses, that result from the use of, or inability to use, this platform. Under no circumstances will Groom be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorised access or use of the Platform or your Account or the information contained therein.
10.1.2. To the maximum extent permitted by applicable law, Groom assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of any content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of our platform; (iii) any unauthorised access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the platform; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our platform by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted or otherwise made available through the platform; and/or (vii) any content or defamatory, offensive or illegal conduct of any third party. 10.1.3. This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Groom has been advised of the possibility of such damage. The Foregoing limitation of liability will apply to the fullest extent permitted by law in the applicable jurisdiction. The limitations in this section do not purport to limit liability or alter your rights as a consumer that cannot be excluded under applicable law.
10.2. Indemnity
10.2.1. You agree to indemnify and hold Groom and its officers, directors, employees and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees) arising out of or in connection with: (i) your use of the Services or services or goods obtained through your use of the Services; (ii) your breach or violation of any of these Terms; (iii) Groom’s use of your User Content; or (iv) your violation of the rights of any third party, including Third Party Providers.
11. Force Majeure
11.1. A party shall not be deemed in default of any of its obligations under this agreement, if, and to the extent that, performance of such obligation is prevented or delayed by an event of force majeure, provided that such event is not caused by the negligence of that party, and that party has notified the other in writing of the event of force majeure. The notifying party shall use all reasonable endeavours to avoid or minimise the effects and if an event of force majeure continues for a continuous period of more than 30 (thirty) calendar days, the other party shall be entitled to terminate this agreement.
12. Governing Law; Arbitration. 12.1. Except as otherwise set forth in these Terms, these Terms shall be exclusively governed by and construed in accordance with the laws of South Africa, excluding its rules on conflicts of law.
12.2. Should any dispute, disagreement or claim arise between the parties (called hereafter “the dispute”) concerning the provision of services and use of services, Groom may assist by appointing an independent expert / alternate service provider to make recommendations regarding the disputed services. The recommendations by the independent expert / alternate service provider shall be binding on the parties.
12.3. The costs of the independent expert or alternate service provider shall be subsidised by Groom with each party bearing the remainder thereof in equal shares. If the dispute has not been resolved through the independently appointed expert then, the parties shall submit the dispute to AFSA for arbitration upon the terms set by the AFSA Secretariat. The dispute, if arbitrable in law, shall be finally resolved in accordance with the Rules of the Arbitration Foundation of Southern Africa by an arbitrator or arbitrators appointed by the Foundation. Not withstanding the above, the parties may approach a court with jurisdiction to enforce any of their rights.
13. Privacy, Confidentiality, Security
13.1. Privacy While using the Services, you may submit content to Groom (including your personal data) (your “Content”). We know that by disclosing your Content to us, you are trusting us to treat it appropriately. Groom’s Privacy and Cookies Policy detail how we treat your Content and personal data, and we agree to adhere to this Privacy and Cookies Policy. You in turn agree that Groom may use and share your Content in accordance with our Privacy and Cookie Policy.
13.2. Confidentiality Groom will treat your Content as confidential information and only use and disclose it in accordance with these Terms (including our Privacy and Cookies Policy). However, your Content is not regarded as confidential information if such Content: (a) is or becomes public (other than through a breach of these Terms by Groom); (b) was lawfully known to Groom before receiving it from you; (c) is received by Groom from a third party without knowledge of breach of any obligation owed to you; or (d) was independently developed by Groom without reference to your Content. Groom may disclose your Content when required by law or legal process, but only after Groom, if permitted by law, uses commercially reasonable efforts to notify you to give you the opportunity to challenge the requirement to disclose.
13.3. Security Groom will store and process your Content in a manner consistent with industry security standards. Groom has implemented appropriate technical, organizational, and administrative systems, policies, and procedures designed to help ensure the security, integrity, and confidentiality of your Content and to mitigate the risk of unauthorized access to or use of your Content.
Other Provisions
14. Notice Groom may give notice by means of a general notice on the Services, electronic mail to your email address in your Account, or by written communication sent to your chosen domicilium citandi et executandi address as set forth in your Account. You may give notice to Groom by written communication to Groom's address at Office 239, Groom 145 2nd Street, Parkmore, Sandton, 2196 South Africa.
15. Legal costs Should Groom instruct its attorneys to enforce any of Groom’s rights arising from this agreement or to institute action against you, then you shall be liable for all legal costs incurred on an attorney and own client scale including inter alia any collection commission incurred by Groom and you shall upon demand pay such costs.
16. Assignment, Cession & Transfer You may not assign or transfer these Terms in whole or in part without Groom’s prior written approval. You give your approval to Groom for it to assign or transfer these Terms in whole or in part, including to: (i) a subsidiary or affiliate; (ii) an acquirer of
Groom’s equity, business or assets; or (iii) a successor by merger. No joint venture, partnership, employment or agency relationship exists between you, Groom or any Third Party Provider as a result of this agreement or use of the Services.
17. General If any provision of these Terms is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of these Terms but the legality, validity and enforceability of the other provisions in these Terms shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable provision or part thereof with a provision or part thereof that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable provision or part thereof, given the contents and purpose of these Terms. These Terms constitute the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In these Terms, the words “including” and “include” mean “including, but not limited to.” Clause headings are inserted for convenience only and shall not be used in interpreting this agreement.