In these Terms, unless the context indicates otherwise:
"Business Day" means any day other than a Saturday, Sunday or public holiday in the Republic of South Africa. "Business Profile" means a profile created on the Platform to represent a fashion production business. "Client" means a User that issues a Request and engages a Supplier to perform a Production Service. "Client Materials" means any tangible property a Client supplies to a Supplier for the purposes of a Job, including fabric, trims, findings, labels, branded hardware, packaging and components. "CPA" means the Consumer Protection Act 68 of 2008. "Design Inputs" means any specification or design material a Client provides to a Supplier for a Job, including sketches, artwork, CAD files, tech packs, patterns, graded rule sets and markers. "ECT Act" means the Electronic Communications and Transactions Act 25 of 2002. "Job" means a production engagement created when a Request is accepted. "Nalete", "we", "us" and "our" mean Mint Mansion (Pty) Ltd, registration number 2013/157734/07, the operator of the Platform. "Personal Information" bears the meaning given to it in POPIA. "Platform" means the Nalete website at www.nalete.com and www.nalete.co.za, together with any related application, sub-domain, feature or service we operate. "POPIA" means the Protection of Personal Information Act 4 of 2013. "Privacy Policy" means the Nalete privacy policy published at www.nalete.com/privacy. "Production Service" means any service forming part of the fashion production cycle offered through the Platform. "Request" means a production request sent by one User to a Business Profile. "Supplier" means a User that offers or performs a Production Service. "Terms" means these terms of service, read together with the Privacy Policy and any applicable Supplementary Terms. "User", "you" and "your" mean any individual or entity that accesses or uses the Platform.
In these Terms: the words including, includes and such as are not words of limitation; headings are for convenience only; the singular includes the plural and vice versa; a reference to legislation is to that legislation as amended from time to time.
By registering for or using the Platform, you agree to be bound by these Terms and by the Privacy Policy, which is incorporated into these Terms by reference. In terms of the ECT Act, your electronic acceptance is legally binding and has the same effect as a signature.
If you do not agree to these Terms, you must not use the Platform.
You must be at least 18 years of age and have full legal capacity to contract. The Platform is not available to minors, and we do not offer supervised or parent-consented access.
If you register or act on behalf of a business, you warrant that you are duly authorised to bind that business. If you are not so authorised, you are personally bound by these Terms.
The Platform is intended for business-to-business use by businesses operating in, or supplying into, the Republic of South Africa. It is not intended or marketed for consumer use.
Consumer Protection Act: Despite the foregoing, the CPA may still apply where you are a natural person, or a juristic person whose asset value or annual turnover is below the threshold determined by the Minister under section 6 of the CPA (currently R2 million). Where the CPA applies, nothing in these Terms is intended to limit, exclude, waive or deprive you of any right conferred by it.
Nothing in these Terms limits or excludes any liability or obligation that cannot lawfully be limited or excluded.
Nalete is an intermediary marketplace. We provide the technology that allows Users to publish Business Profiles, discover one another, issue and accept Requests, and record and manage Jobs.
We are not a party to any agreement concluded between Users. Every contract for a Production Service is concluded directly between the Client and the Supplier.
We are not a manufacturer, producer, importer, distributor, retailer or supplier of goods or Production Services, and we do not act as agent, broker, or employment agency for any User.
We do not verify, and we do not warrant, the identity, qualifications, capacity, solvency, licensing, insurance, tax or regulatory status of any User, nor the quality, timeliness, safety, legality or outcome of any Production Service. Any badge, rating, ranking or similar indicator displayed on the Platform reflects limited checks or User-generated input only, and is not a guarantee or endorsement.
You are solely responsible for satisfying yourself as to the suitability of a counterparty before you contract with it. We recommend that you conduct your own due diligence, including taking up references, inspecting premises, and approving a physical sample before committing to bulk production.
Payments: We do not currently process, hold, escrow or remit payments between Users. All payment arrangements are the sole responsibility of the Client and the Supplier. If we introduce a payment or escrow facility, Supplementary Terms will govern it.
Logistics: We do not collect, transport, store, handle, insure, clear or deliver any goods or Client Materials, and we operate no delivery fleet or warehouse.
You must register on the Platform before you can issue or accept Requests.
You must provide accurate, complete and current information when you register, and you must keep it up to date so that we and other Users can contact you about Requests and Jobs.
You are responsible for keeping your account credentials secure. You must not share them, and you must notify us immediately at hello@nalete.com if you become aware of any unauthorised access. You remain responsible for all activity carried out under your account until you have notified us.
You may hold only one personal account. You must not create or control multiple accounts in order to evade a suspension, inflate ratings, or misrepresent the size or capacity of a business.
We are not responsible if you do not receive a communication, or if a Request or Job fails, because the details you provided are inaccurate, incomplete or out of date.
A User that creates a Business Profile warrants that all information on it is accurate and not misleading, including the services offered, minimum order quantities, lead times, machinery and equipment, production capacity, workforce size, location of production, certifications and accreditations.
Portfolio images and samples: Images of past work, sample photographs and product images on the Platform are illustrative only. Past work does not guarantee current capability, capacity or quality. Do not rely on images to assess specification, quality, size or fit. Request a physical sample and confirm all specifications in writing before committing to a Job.
You must not display work you did not perform, present another business's premises or machinery as your own, claim a certification you do not hold, or misrepresent where goods are or will be produced.
We may remove, amend or suspend a Business Profile that breaches these Terms, contains unlawful content, or that we reasonably believe to be inaccurate or misleading.
A Request sets out the Production Service a Client wishes to procure. A Job is created when a Supplier accepts a Request. Acceptance creates a binding contract between the Client and the Supplier.
The terms of that contract are those recorded in the Request and accepted by the Supplier, together with any further terms the Client and Supplier agree between themselves.
What a Job should record: We strongly recommend that Users record in writing, at minimum: the specification and approved sealing sample; quantities, size and colour ratio; unit price, total price, whether VAT is included, and the currency; payment terms and deposit; lead time and delivery date; the place and method of delivery; quality standards and inspection rights; ownership of patterns and graded rules created for the Job.
Nalete is not a party to the contract between Users, gives no warranty in respect of it, and has no obligation to enforce it.
Sub-contracting: A Supplier must not sub-contract any material part of a Job without the Client's prior written consent. A Supplier that sub-contracts remains fully responsible to the Client for the performance of its sub-contractor.
Client's intellectual property: As between a Client and a Supplier, the Client retains all right, title and interest in its Design Inputs and in the designs embodied in the resulting products. Nothing in a Job transfers ownership of that intellectual property to the Supplier.
Licence to the Supplier: A Client that provides Design Inputs grants the Supplier a non-exclusive, non-transferable, revocable licence to use, copy and adapt those Design Inputs solely to the extent necessary to perform the Job, and for no other purpose.
Restrictions on the Supplier: Unless the Client agrees otherwise in writing, a Supplier must not produce any quantity in excess of that ordered; use the Client's Design Inputs for any other customer; display or publish the Client's designs before the Client has released the relevant product publicly; or retain Design Inputs after completion of the Job.
Supplier's background intellectual property: A Supplier retains ownership of its own pre-existing blocks, base patterns, methods, processes and know-how, and nothing in a Job transfers these to the Client.
Client's warranty and indemnity: A Client warrants that its Design Inputs, and the production of goods to them, do not infringe the intellectual property or other rights of any third party. The Client indemnifies the Supplier and Nalete against any claim that they do.
No logistics service: We do not collect, transport, store, insure or deliver goods or Client Materials, and we operate no fleet. All movement of goods between Users is arranged by those Users, at their own cost and risk.
Ownership: Ownership of Client Materials remains with the Client at all times, and does not pass to a Supplier by reason of the Supplier taking possession of or processing them.
Risk: Unless the Job provides otherwise, risk in Client Materials passes to the Supplier when the Supplier takes possession of them, and passes back to the Client when the goods are handed over to the Client or to a carrier nominated by the Client.
Custody, care and insurance: A Supplier in possession of Client Materials must keep them separately identifiable from its own stock, store them securely, use them only for the Job, and not pledge or dispose of them. Each User should maintain its own insurance covering goods in its possession or in transit. Nalete provides no insurance and no cover of any kind.
Import and export: Where goods or materials cross a border, the Users are responsible between themselves for customs clearance, duties, permits and compliance with the Customs and Excise Act 91 of 1964 and any applicable trade measure.
For the purposes of this clause, confidential information means any non-public information disclosed by one User to another in connection with the Platform or a Job, including designs, Design Inputs, specifications, pricing, costings, production methods, capacity, customer lists and supplier lists.
Each User must keep the other's confidential information confidential, use it only for the purposes of the Job, and disclose it only to those of its personnel, professional advisers and permitted sub-contractors who need it for that purpose.
This clause does not apply to information that: is or becomes public otherwise than through a breach of this clause; was lawfully known to the recipient before disclosure; is lawfully received from a third party without restriction; or is independently developed without use of the confidential information.
These obligations continue for three years after the relevant Job ends, and indefinitely in respect of information that constitutes a trade secret.
Nalete is not a party to these obligations, gives no warranty that Users will comply, and is not responsible for enforcing them.
Each User warrants that it complies, and will continue to comply, with all laws applicable to its business, including the Companies Act 71 of 2008, applicable tax and VAT legislation, the Basic Conditions of Employment Act 75 of 1997, the Labour Relations Act 66 of 1995 together with any applicable bargaining council collective agreement, the Occupational Health and Safety Act 85 of 1993, and the Compensation for Occupational Injuries and Diseases Act 130 of 1993.
No User may use the Platform in connection with child labour, forced or bonded labour, unlawful discrimination, or working conditions that breach applicable health and safety law.
Counterfeit goods: You must not use the Platform to procure, offer, produce, label, pack, store, transport or distribute counterfeit goods as contemplated in the Counterfeit Goods Act 37 of 1997, or goods bearing a trade mark, logo or brand you are not authorised to apply.
Labelling and standards: The Client and the Supplier are responsible between themselves for ensuring that goods carry the fibre content, care instruction, country-of-origin and sizing information required by law or by any applicable compulsory specification.
We do not audit: We do not inspect premises, audit employment practices, or verify certification or compliance. Any statement by a User about its compliance, certification or accreditation is that User's statement, and not ours.
Ratings and reviews must be honest, based on a genuine transaction concluded through the Platform, and must not be defamatory, discriminatory, harassing or malicious.
You must not submit or procure a false, incentivised or retaliatory review, offer or accept any benefit in exchange for a review, review your own business, or review a competitor with whom you have not transacted.
We do not verify reviews and we do not endorse them. A review is the opinion of the User who posted it, and not a statement by us.
We may, but are not obliged to, remove or moderate a review that breaches these Terms. We are not obliged to remove a review merely because it is unfavourable.
You retain ownership of all content you submit to the Platform, including logos, images, portfolio work, articles and profile text.
By submitting content, you grant us a non-exclusive, royalty-free, worldwide licence to host, store, reproduce, adapt (for formatting and display purposes only) and display that content on and in connection with the Platform. This licence lasts for as long as the content remains on the Platform.
You warrant that you hold the rights necessary to grant that licence, and that your content does not infringe the rights of any third party or contain unlawful material.
Our intellectual property: The Platform, its software, design, structure, databases and the Nalete name and marks are owned by or licensed to us. You may not copy, scrape, index, reverse engineer, or use automated means to extract data from the Platform, nor use our name or marks, without our prior written consent.
Takedown notices: If you believe content on the Platform infringes your rights or is unlawful, notify us at hello@nalete.com with sufficient detail to identify the content and the basis of your complaint. We will deal with notices in accordance with Chapter XI of the ECT Act.
You must not:
(a) provide false, inaccurate or misleading information, or misrepresent your identity, capacity, machinery, workforce, certification or place of production; (b) impersonate any person, business or entity, or falsely claim an association with one; (c) submit false, malicious, incentivised or retaliatory ratings or reviews; (d) upload or transmit content that infringes a third party's intellectual property or other rights; (e) use the Platform for any unlawful purpose, or in connection with counterfeit goods; (f) harass, intimidate, threaten, defame or discriminate against any User or any of our personnel; (g) circumvent or attempt to circumvent our security measures, introduce malicious code, scrape or bulk-extract data, or place an unreasonable load on our infrastructure; (h) use the Platform in connection with money laundering, terrorist financing, sanctions evasion, or in breach of the Financial Intelligence Centre Act 38 of 2001; (i) use the Platform to solicit payment for goods or services you do not intend to supply, or to induce a payment by deception; (j) publish another person's personal information without a lawful basis for doing so; or (k) use contact details obtained through the Platform to send unsolicited direct marketing.
A breach of this clause may result in immediate suspension or termination, and may be reported to the relevant authority.
Access to the Platform may be offered free of charge or on a subscription basis. The fees applicable to you are those published on the Platform or set out in your subscription agreement.
Unless stated otherwise, fees are exclusive of VAT.
We may change our fees on not less than 30 days' written notice to you. If you do not accept a change, you may cancel your subscription before it takes effect.
Fees are payable in advance. Save where the CPA or other law requires otherwise, fees are not refundable in respect of a period already elapsed.
If fees are unpaid, we may suspend your access after giving you notice and a reasonable opportunity to remedy.
We do not currently charge a commission on Jobs. If we introduce one, Supplementary Terms will apply and will be notified to you in advance.
We aim to keep the Platform available, but we do not warrant that it will be uninterrupted, timely, secure or error-free. We may suspend or restrict access for maintenance, upgrades or security, and we will give notice where reasonably practicable.
Information on the Platform is compiled from Users and from third-party sources. We make no representation and give no warranty, express or implied, as to the accuracy or completeness of any information on the Platform, and you rely on it at your own risk.
The Platform may link to or integrate with third-party services. We do not control them and are not responsible for them. Your use of a third-party service is governed by that third party's own terms.
Territory: The Platform is operated from South Africa and is intended for use in South Africa. We make no representation that it is appropriate or available for use elsewhere.
We are committed to protecting your privacy. We process personal information in accordance with POPIA and with the Privacy Policy, which forms part of these Terms.
Note that under POPIA, personal information includes information relating to a juristic person. Information about your business is therefore protected in the same way as information about an individual.
By registering, you consent to us recording, using and retaining information about you as described in the Privacy Policy.
We will not disclose your personal information except: as described in the Privacy Policy; with your consent; to operators who process on our behalf under written contract; where it is necessary in order to provide the Platform to you; or where we have a legal duty to do so.
Your obligations as a recipient of information: Where you receive another User's personal information through the Platform, you become a responsible party in your own right in respect of that information. You must process it only for the purposes of the relevant Request or Job, keep it secure, retain it no longer than necessary, and comply with POPIA.
Access to information: You have the right to know what information we hold about you. Requests may be made in terms of our PAIA Manual, available at www.nalete.com/paia. We aim to respond within 21 days.
If you believe we have interfered with the protection of your personal information, you are entitled in terms of POPIA to complain to the Information Regulator at complaints.IR@justice.gov.za.
We will send you service communications relating to your account, your Requests and your Jobs. These are not marketing, and you cannot opt out of them while you hold an account.
We will send direct marketing only to the extent permitted by section 69 of POPIA and section 45 of the ECT Act. You may opt out at any time using the unsubscribe function on the relevant Platform or by writing to hello@nalete.com.
You must not use the Platform, or contact details obtained through it, to send unsolicited direct marketing to other Users.
You may close your account at any time. Closing your account does not terminate any Job, and does not affect any obligation you owe to another User or to us.
We may suspend, restrict or terminate your access, with or without notice, if we reasonably believe that you have breached these Terms, that your account is being used unlawfully or fraudulently, that suspension is necessary to protect other Users or the Platform, or where we are required to do so by law.
We may terminate your account for convenience on 30 days' notice, and will refund any subscription fee paid in respect of the unexpired period.
On termination, your right to use the Platform ends immediately. Clauses 1, 7, 9, 12, 16, 19, 20, 21, 22 and 24 survive termination.
Please read this clause carefully. It limits our liability to you and requires you to assume certain risks.
The Platform is provided as is and as available. To the maximum extent permitted by law, we exclude all warranties, representations and conditions that are not expressly set out in these Terms.
To the maximum extent permitted by law, we are not liable for: any act, omission, default, delay or misconduct of any User; the quality, fitness, safety, legality, workmanship or timeliness of any Production Service or of any goods produced; any dispute between Users, or the outcome of one; loss of, damage to, or deterioration of any Client Materials or finished goods; any failure by a User to pay another User; any loss arising from your decision to contract with a particular User; or any loss arising from your reliance on information, images, ratings or capability claims published by a User.
To the maximum extent permitted by law, we are not liable for indirect, incidental, special or consequential loss, or for loss of profit, revenue, production, anticipated savings, business, goodwill or data.
Events beyond our control: We are not liable for any delay or failure caused by an event beyond our reasonable control, including interruption to the electricity supply (including load shedding) or to telecommunications, strikes, civil unrest, fire, flood, natural disaster, epidemic, or failure of a third-party service provider.
Cap on liability: Our total aggregate liability in any period of 12 months is limited to the greater of (a) the fees you paid to us in the three months preceding the event giving rise to the claim, and (b) R800.00.
Nothing in these Terms limits or excludes our liability for gross negligence, fraud, wilful misconduct, death or personal injury caused by our negligence, or any other liability that cannot lawfully be limited or excluded.
You indemnify Nalete and its directors, employees, contractors and agents against all claims, losses, damages, fines, penalties and reasonable legal costs arising out of or in connection with: your breach of these Terms; your use of the Platform; content you publish; any Request or Job you enter into; your infringement of a third party's rights; and any breach by you of POPIA, the Counterfeit Goods Act 37 of 1997 or any labour or tax legislation.
We will notify you promptly of any claim to which this indemnity applies, and will not settle it without first consulting you.
This indemnity does not apply to the extent that the claim arises from our own gross negligence, fraud or wilful misconduct.
Users must first attempt in good faith to resolve any dispute directly with each other.
A dispute may be reported to us at hello@nalete.com. We may, at our sole discretion, provide records of Platform activity, contact the other User, or facilitate discussion between the parties. We are not an arbitrator, adjudicator, ombud or mediator, we do not determine liability, and we are under no obligation to intervene.
Any decision by us to suspend, restrict or take no action against a User is not a determination of the merits of any dispute and may not be relied on as one.
Nothing in this clause prevents you from pursuing any legal remedy available to you against another User.
If you have a complaint about the Platform or about us, please raise it first at hello@nalete.com. We will acknowledge it and try to resolve it within 15 Business Days.
These Terms, and any dispute arising from them or from your use of the Platform, are governed by the law of the Republic of South Africa.
You consent to the jurisdiction of the South African courts. We may nonetheless institute proceedings in a High Court having jurisdiction.
Where the CPA applies to you, nothing in this clause limits your right to refer a matter to an alternative dispute resolution agent, an accredited industry ombud, a provincial consumer court, the National Consumer Commission or the National Consumer Tribunal in terms of Chapter 3 of the CPA.
We may amend these Terms from time to time — for example to reflect a change in law, in the features we offer, or in our business model.
Material changes: We will give registered Users at least 20 Business Days' notice, by email or in-Platform notification, before a material change takes effect. A material change includes a change to fees, to clause 19 or clause 20, or to the way we handle personal information.
Other changes: Non-material changes — such as corrections, clarifications, and changes to contact details — take effect when they are published on the Platform.
If you do not accept an amendment, you may close your account before it takes effect. If you continue to use the Platform after the effective date, you will be deemed to have accepted the amended Terms.
An amendment does not affect a Job already in progress, or a subscription period already paid for.
Whole agreement: These Terms, the Privacy Policy and any applicable Supplementary Terms constitute the whole agreement between you and us in relation to the Platform.
Order of precedence: If there is a conflict, Supplementary Terms prevail over these Terms in respect of the feature they govern; these Terms prevail over the Privacy Policy, except in relation to the processing of personal information.
Severability: If any provision is found to be invalid or unenforceable, it is severed to the minimum extent necessary and the remaining provisions continue in force.
No waiver: Our failure or delay in enforcing a right is not a waiver of it. No waiver is effective unless recorded in writing and signed by us.
Cession and delegation: We may cede, assign or delegate our rights and obligations to a successor in title or to an acquirer of our business, on notice to you. You may not do so without our prior written consent.
Relationship of the parties: Nothing in these Terms creates a partnership, joint venture, franchise, employment or agency relationship between you and us, or between Users.
Notices and domicilium: Notices to you may be sent to the email address registered on your account. Notices to us must be sent to hello@nalete.com.
Electronic communications: You agree that data messages exchanged through the Platform satisfy any requirement that a communication be in writing, and that our records of Platform activity are admissible as evidence in accordance with section 15 of the ECT Act.
The following information is provided in accordance with section 43 of the ECT Act and section 51 of the CPA.