SpendCo

Definitions

In this Agreement, the following definitions are used:

API's means An application programming interface (API) is a way for two or more computer programs to communicate with each other. It is a type of software interface, offering a service to other pieces of software. (source: https://en.wikipedia.org/wiki/API)
Days means Clear calendar days, excluding any public holidays.
Data Sources means Banks, credit cards, and other third-party financial sources.
Device means A computer or mobile device, including but not limited to a cellular phone and a tablet, on which the website may be accessed.
ECT Act means the Electronic Communications & Transactions Act 25 of 2002.
Feedback means Suggestions, comments, bug reports, requests for design changes, feature requests and other feedback relating to the Service
Our products or services means Platform 45 and SpendCo's products or services.
Payment services means Services like processing payment transactions or acquiring payment transactions.
Platform45 means Platform 45 (Pty) Limited (registration number: 2018/466769/07), a company registered in accordance with the laws of the Republic of South Africa.
Services means Reporting, configuration, managing company cards and expenses, administration of users, export of reconciliation data.
SpendCo means the expense management tool which is a web application available at https://spendd.co
Terms means The terms of service stipulated in this agreement;
The website means https://spendd.co
Us means Platform 45 and SpendCo.
User means Any person or entity who accesses the website and who has a programmable banking enabled bank account.
We means Platform 45 and SpendCo.
Website means The website displayed and accessed on the domain https://spendd.co
You means Any person or entity who accesses the website and who has a programmable banking enabled bank account.
Your means Any person or entity who accesses the website and who has a programmable banking enabled bank account.

Introduction

These terms are between you, Platform 45 and SpendCo in respect of the SpendCo application found at https://spendd.co
By accessing and using any of our products or services on the website, as well as any additional service that we may make available to you via our products or services, you agree and are deemed to have agreed to observe all terms & conditions of use. This includes any privacy or other policies which may appear elsewhere on this or any associated website. If you do not agree to be bound by all of the terms, then you are advised to not access or use any of our products or services.
Please read these terms carefully before using our services as these terms will need to be understood by you as the User due to the fact that such terms may affect your legal rights and obligations.

This Agreement - Deemed Acceptance:

This Agreement regulates your use of the website https://spendd.co or any related products or serves and which are owned and operated by Platform 45 and/or SpendCo. By accessing and using the website and related products or services and applications, you agree to be bound by the terms and conditions of this Agreement. If you do not agree to be bound by this Agreement, you may not access, display, download and/or otherwise utilise any functionality or content available, on the Website.
By clicking the ‘Accept” button, the User specifically accepts that s/he is bound by these terms and conditions.

About SpendCo:

SpendCo is a software developed by Platform 45, as an expense management tool. Platform 45, is the proprietor of this website.
SpendCo is a tool that provides a user interface which in turn provides users with access to API’s and third-party tools which perform financial services. SpendCo enables users to automate, aggregate and manage their spend in one place.
Users are required to set up an account via Microsoft Office and connect their bank accounts via publicly accessible APIs.
SpendCo is not a payment processor does not provide any payment services. Payment Services are provided by the User’s bank and financial institutions.

Use of SpendCo and a Microsoft Account:

In order to access and use the Services, the User is required to register and create a user account with Microsoft Office, or use an existing Organisational account, and thereafter, Platform 45 will have access to such User’s account details (see Account Registration below). The use of Microsoft’s software and services is governed by Microsoft’s own terms of serive and privacy policies.
Creating this account will require you to submit certain personal data, such as your name and email address. By submitting such personal data to Microsoft, the user warrants that the personal data submitted is accurate, complete and up-to-date and that they will maintain accuracy by updating the data when the need arises.
The User agrees that they are responsible for all activity that occurs in relation to their Microsoft account and that neither Platform 45 nor SpendCo holds any liability in this regard in respect of leaked or compromised account information.
In order to protect your Microsoft account details and related data provided by Platform 45, it is recommended that the User keeps their password to this account confidential.

Use of the Website:

Platform 45 or SpendCo may, in its sole discretion, amend these Terms from time to time at which time the new terms and conditions will immediately come into effect. All changes made to these Terms will be effective immediately upon publication. Your continued use of the Services following the revision will be deemed an acceptance of any changes. It is your responsibility to check these Terms for changes from time to time, as they are binding on you. If material changes are made to these Terms, you will be notified. If you do not agree to these Terms or any changes thereto, you must discontinue use of the Services.
Use of the website is strictly at the sole risk of the User.

Proprietary Rights

Unless otherwise indicated, any of the visible text or images on this Website are the Intellectual Property of SpendCo, alternatively Platform 45, and any reproduction, imitation or adaption thereof will constitute an infringement of such Intellectual Property.
You acknowledge and agree that using our products and services does not give you ownership of any intellectual property rights in or associated with our products or services. You acknowledge and agree that using our products and Services does not give you a licence or right to use any intellectual property rights in or associated with our products or services outside of the scope of your use of the Platform 45 or SpendCo products and services. You acknowledge and agree that neither these terms nor your use of Platform 45 or SpendCo products and services grant you the right to use any trademarks, branding, or logos shown, used, or otherwise incorporated in our products and services. You acknowledge and agree to not remove, obscure, or alter any legal notices displayed in or along with our services. You acknowledge and agree to not reverse engineer or reverse compile any of the service’s technology, including but not limited to, any Java applets associated with the services.

Feedback

Our customers and partners sometimes may provide Feedback. While we welcome Feedback we cannot guarantee that we will fulfil any request. If you provide Feedback or comments relating to use of the Service then all the information and materials, reports, or similar documents you provide, will be deemed Feedback for purposes of these Terms. You agree that we will have, and you hereby assign to us, all right, title and interest in and to the Feedback, without any additional consideration, and we will have the right to use, in any manner and for any purpose, any Feedback and materials provided by you or your employees or consultants to us. we will be the sole and exclusive owner of all improvements, updates, modifications and enhancements made to the Service, whether or not conceived or made in the course of or as a result of Feedback received from you, and of all the intellectual property rights therein.

User Account Registration:

When making application to become a User, Users agree that:
1. They will be irrevocably bound by all terms and conditions applicable to the use of this Website;
2. They will provide full and accurate information;
3. It is their responsibility to check and update information pertaining to their account;
4. They are solely responsible for all activity of their account, irrespective of their knowledge and/or expressed authorisation. You are responsible for reporting unauthorised use, and may request new login credentials and/or change of password;
5. On submitting registration applications, you shall be subject to a verification procedure and only successful applicants will be entitled to use the service. Once successful, applicants will be sent a verification link in order to access the full suite of services on the website.
By registering to access and use the Services you confirm that you:
1. have entered into these Terms on behalf of yourself or the legal entity you are authorised to represent;
2. are at least 18 years old and/or have the legal capacity to enter into these Terms or these Terms have been entered into on your behalf by your parent or legal guardian; and
3. are a resident in the Republic of South Africa.
If the User does not meet all of the requirements above, it is agreed that the User has the responsibility to discontinue their use of the Services and that neither SpendCo nor Platform 45 hold any liability thereafter in the event that the services are not discontinued and the above requirements are not met.
The User must maintain the confidentiality of their account. It is agreed that neither Platform 45 nor SpendCo will be held liable for any loss, damage, access or alteration that occur from the User’s inability to keep their login credentials confidential.
If the confidentiality of the User’s account is compromised, it is agreed that the User will notify either SpendCo or Platform 45 immediately to resolve such issue.
If a user account is created by a representative of a company, the User warrants that such representative has the authority to act on behalf of that company when using our Service. We reserve the right to terminate your use of our Services if we find the User to be in violation of this provision and we reserve the right to verify such affiliation with the company in question at any time.
The User warrants that when using the Service:
1. They will comply and cause their co-workers, employees and customers to comply with these conditions and any applicable law, statute and regulation;
2. They will be responsible for all activities that occur under their account and any breach or violation thereof;
3. They will maintain the necessary and appropriate organisational and technical security measures needed to protect their account and any personal data collected; and
4. They have the right network and system sufficient enough to use the Services.

Linking Your Data Source Accounts to SpendCo Services

Our tools facilitate the updating of Platform 45 and SpendCo Services with your financial data. This data is retrieved from your data sources and you acknowledge and agree that Platform 45 and SpendCo may access such data for the legitimate purpose of providing the Services to you and may make use of data aggregators to access your financial data on an ongoing basis for the purpose of providing and improving the Services.
You acknowledge and agree that when Platform 45 and SpendCo, either directly or through Platform 45’s and SpendCo data aggregator, accesses, and retrieves information from third party sites, Platform 45 and SpendCo are acting as your agent, and not the agent or on behalf of a third party. You agree that third party account providers shall be entitled to rely on the foregoing authorization, agency and power of attorney granted by you to allow Platform 45, SpendCo or our data aggregator to access such information.
If you believe that your financial data made available through the Services is inaccurate, then you should contact the data source that is responsible for maintaining or otherwise providing such financial data.

Data Usage

We may require you to provide certain information and may collect information from your bank. You understand and represent that all information provided by you pursuant to these Terms is accurate, complete and not misleading in any material respect.
All the data that we receive from you may be sent to or otherwise shared with your banks and our subcontractors involved in providing the Service. We may access, store, host, modify, analyse, process, transmit and otherwise use aggregated, anonymized data generated from or based on the data provided to us by you, banks and/or your use of the Service in order to improve the Service and for commercial and other business purposes.
We may also share information you have provided in order to comply with government agency, court order, or other legal or administrative reporting requirements; with your written permission; to our employees, auditors, affiliates, service providers, or attorneys as needed; as necessary to fulfil our obligations under these Terms or to enforce this Agreement; or in accordance with our current Privacy Policy (see below).

Amendments to Content, Information & Software:

Platform 45 and SpendCo expressly reserve the right in their sole discretion to effect any amendment or alteration to the content and information provided solely by Platform 45 and SpendCo, including pricing and rates.
Platform 45 and SpendCo do not and will not amend or alter any content provided and or uploaded directly by the User, unless authorised by the User to do so. This is the sole responsibility of the User.
Users acknowledge that it is their responsibility to familiarise themselves with any effected amendment or alteration.
Software Updates: from time to time, Platform 45 and SpendCo may release software updates. In such instance, Users shall not be obliged to download and deploy all such updates. However, Users who do not do so recognise that this election may result in Platform 45 and SpendCo refusing to support or maintain the User’s software. Users who opt-in for automatic updates recognise that Platform 45 and SpendCo may release such updates at any given time of day or night.
You acknowledge and agree that we regularly change and improve our products and Services, that we may add or remove functionalities or features, that we may suspend or stop a service altogether, and that we may also stop providing services to you or add or create new limits to our services at any time. You can stop using our Services at any time.

Misuse of Services

You agree to not interfere with Platform 45 or SpendCo’s Services and to not access or attempt to access them using a method or purpose other than the intended use. You may use our Services only as permitted by law. We may suspend or stop providing our Services to you if you do not comply with our terms or policies or if we are investigating suspected misconduct.

General Disclaimer:

It is a term and condition of use of this site that Users expressly agree that the use of the site is entirely at their own risk.
Subject to Chapter 7 of the ECT Act, Platform 45, SpendCo, its officers, employees, suppliers, ISPs, partners, affiliates and agents, shall not be liable for any damage, loss or liability, howsoever arising, incurred by Users or any other persons and resulting from the use or inability to use this Website.
Subject to Chapter 7 of the ECT Act and to the fullest extent possible under the applicable law, Platform 45 and SpendCo disclaim all responsibility or liability for any damages, including but not limited to direct, economic, consequential loss or loss of profits, resulting from the use of this Website in any manner.
Platform 45 and SpendCo have no control over third party content and features which can be accessed through the use of this Website and do not examine or edit such content and features or act as an agent for third parties accessible through this Website. As such and to the fullest possible extent permissible under law Platform 45 and SpendCo disclaim any liability whatsoever for any loss or damage arising from the use of third party websites, contents and features.
Platform 45 and SpendCo do not warrant that the functions provided by the Website will be uninterrupted or error free, or that the site or the server is free from viruses or other harmful components.
In all instances in which the User elects to select any option to remember his login details, the User indemnifies Platform 45 and SpendCo entirely for any unauthorised consequences arising therefrom.
You understand and agree that:
1. the Service may not suit your personal purposes and;
2. it is difficult to determine what portion, if any, of any loss, injury or death would be proximately caused by a breach by us of these Terms, by any failure or inaccuracy of the Service, or by our negligence.
To the maximum extent permitted by law, in no event shall make or any of its affiliates, employees, representatives or contractors will be liable to you or anyone else for any loss or harms or for incidental, consequential, punitive, cover, special, reliance or exemplary damages, or indirect damages of any type or kind however caused, whether from breach of warranty, breach or repudiation of contract, negligence, or any other legal cause of action from or in connection with these terms (and whether or not we have been advised of the possibility of such damages), resulting from:
1. the use or the inability to use the Services;
2. any products, data, information or services purchased or obtained or messages received or transactions entered into, through or from the Services;
3. unauthorised access to or alteration of your transmissions or data;"
4. statements or conduct of anyone using the Services;
5. the use, in ability to use, unauthorised use, performance or non-performance of any third-party account provider site, even if the provider has been advised previously on the possibility of such damages; or
6. any other matter relating to the Services.
You acknowledge and agree that you provide your login credentials (“credentials”) to your data source accounts at your own risk. By using our Services you agree that the data sources that maintain your accounts and any third parties that interact with your credentials or account data in connection with our Services are not liable for any loss, theft, compromise, or misuse whatsoever in connection with our Services (including negligence), except to the extent such liability cannot be limited under applicable law.
Data sources make no warranties of any kind to us related to the data provided by our Services–whether express, implied, statutory, or otherwise. No data provided by our Services is an official record of any of your accounts or financial transactions.
Although Platform 45 and SpendCo utilise its best endeavours to provide accurate information on the Website, it accepts no responsibility for inaccurate and/or incomplete information that may be published on the Website. Further, Platform 45 and SpendCo accepts no responsibility for inaccurate and/or incomplete information provided by Users and/or third parties to the Website. The Users agree to access and use this Website entirely at their own risk.
Platform 45 and SpendCo are not authorised Financial Services Providers in terms of the Financial Advisory and Intermediary Services Act 37 and make no warranties in this regard. Platform 45 and SpendCo are not financial planners, advisor, brokers or asset managers. The Services or the use thereof do not constitute financial or other expert advice. The Services are provided as tools to augment your personal financial planning and decision-making. You are solely responsible for your financial and banking decisions and assume full responsibility for the risk or loss resulting from your use of the Services.
The Services are provided on an “as is” and “as available” basis. Platform 45, SpendCo and their service providers expressly disclaim all warranties of any kind as to the Services and all information, products and other content (including that of third parties) included in or accessible from the Services, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and noninfringement of third-party rights.
All disclaimers of any kind (including in this section and elsewhere in these terms) are made for the benefit of both Platform 45, SpendCo their service providers, and their affiliates, respective shareholders, directors, officers, employees, agents and representatives, and their respective successors and assignees. Platform 45 and SpendCo’s service providers and affiliates may have additional or different warranties regarding their third-party services. The forgoing does not affect any warranties which cannot be excluded or limited under applicable law.

Warranties

You undertake and warrant that you will not:
1. breach or attempt to breach the security of the Service and related systems including, without limitation, accessing or attempting to access any data not intended for you;
2. refrain from interfering with the proper operation of the Services or take any action which is likely to cause any Services to be interrupted or degraded;
3. not use the Service, other than for lawful purposes.
Any material downloaded or otherwise obtained through the use of the Services is done at your own discretion and risk and you are solely responsible for any damage to your computer system or loss of data that results from the download of any such material.
Platform 45, SpendCo and their service providers make no warranty that:
1. the Services will meet your requirements;
2. the Services will be uninterrupted, timely, secure, or error-free;
3. the results that may be obtained from the use of the Services will be accurate or reliable;
4. the quality of any products, services, information, or other material purchased or obtained by you through the Services will meet your expectations; or
5. any errors in the technology will be corrected.
No advice or information, whether oral or written, obtained by you from Platform 45, SpendCo or their service providers through or from the Services will create any warranty not expressly stated in these terms.

Consumer Rights & Security

Regarding cooling-off periods: subject only to what appears below in this clause 11, Section 42(2)(d) of the ECT Act is understood to apply to all Transactions under this Agreement. Simply put: any new User shall enjoy a seven day cooling off period, commencing on the conclusion of this Agreement, to cancel the same, without prejudice

Indemnification

You agree to indemnify, defend, and otherwise hold harmless Platform 45, SpendCo, their service providers and their affiliates and each of their respective officers, directors, employees, agents, partners and representatives from and against claims, liability, damages, expenses, judgements, awards, losses, and costs (including, but not limited to, reasonable attorney’s fees) caused by or arising from:
1. your use of the Services or the use of the Service by any person using your user name and/ or password;
2. your violation of these Terms, including but not limited to, your infringement, or infringement by any other user of your account, of any intellectual property or other right of anyone and your user content, other than as expressly authorised in these terms;
3. the entry, sufficiency, adequacy, accuracy, or timeliness of the Service content or data which forms the basis for making any financial decisions; or
4. relating to any failure by you to comply with any applicable laws or regulations.

Termination:

These Terms will remain in full force and effect until terminated by either party.
You may terminate your use of the Services at any time.
Platform 45 and SpendCo reserve the right, in their sole discretion, to suspend or terminate your use of the Services at any time and without notice.
Upon termination, you shall immediately cease all use of the Services.

Law Governing this Agreement

The User agrees that the law applicable to these terms and conditions of use, their interpretation and any matter or litigation in connection therewith or arising from them will be the law of South Africa.
When using this Website and agreeing to these terms and conditions such use and agreement is deemed to have taken place in Johannesburg, South Africa.
Users of this Website are encouraged to familiarise themselves with the South African Law relating to Electronic Communications and Transactions as contained in the ECT Act.

Consent to jurisdiction:

The User consents to the jurisdiction of the Magistrate's court having jurisdiction in terms of Section 28 of the Magistrate's Court Act, as amended, in respect of any dispute flowing from the use of this Website.

Dispute resolution:

Any dispute between Platform 45 or SpendCo and the User arising out of or in connection with these terms and conditions including any question regarding its existence, validity or termination, shall be settled by mediation and/or arbitration concluded through AFSA rules, which rules are deemed to be incorporated by reference into this clause, and the dispute will be resolved in accordance with the Law of South Africa.
Further information on AFSA rules please see www.arbitration.co.za

Data Protection

Platform 45 an SpendCo will only use personal information and transaction data as required to provide the services and access to the platform to you, to fulfil our obligations to regulatory authorities, or as otherwise disclosed in our privacy policy. Protection of personal information and transaction data is very important to us. Our Privacy Policy explains how and for what purposes we collect, use, retain, disclose, and safeguard the personal information and transaction data You provide to us or that arises from your use

Waiver, Serviceability, Survival, and Other Agreements

You acknowledge and agree that if Platform 45 and SpendCo do not exercise or enforce any legal right or remedy contained in these Terms, such will not be a waiver of Platform 45 or SpendCo’s rights and such rights and remedies will remain available to Platform 45 or SpendCo.
If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms will continue in full force and effect.
All covenants, agreements, representations, and warranties made in these Terms will survive your acceptance of these Terms and the termination of these Terms.
These Terms represent the entire understanding and agreement between you, Platform 45 and SpendCo regarding the Services and will supersede all other previous agreements, including any prior version of these Terms.

Whole Agreement

The terms and conditions herein and referred to elsewhere on the Website constitutes the sole record of the agreement between Platform 45, SpendCo and the User and supersedes all previous agreements. Neither of the parties shall be bound by any representation, express or implied term, warranty, promise or the like not recorded in this Agreement.

Contact Information

For questions regarding these Terms of Service, please contact us at spendco-support@platform45.com

SPENDCO: GENERAL TERMS AND CONDITIONS OF USE OF THE SOFTWARE AND WEBSITE