Terms & Conditions

These Terms & Conditions ("Terms") govern your access to and use of the Workley website, applications and services (the "Platform"). Please read them carefully. By creating an account, accessing or using the Platform you agree to be bound by these Terms. If you do not agree, do not use the Platform.

1. Who we are

The Platform is operated by Workley (Pty) Ltd ("Workley", "we", "us", "our"), a private company incorporated in the Republic of South Africa (Registration Number [•]), with its registered address at [•] and contact address hello@workley.co.za. Workley connects South African ICT students, graduates and independent professionals ("Talent") with individuals and organisations seeking ICT services ("Clients"). Clients and Talent are together referred to as "Users", "you" or "your".

These Terms constitute an electronic agreement concluded under the Electronic Communications and Transactions Act, 2002 ("ECTA"). Your electronic acceptance (for example, ticking a consent box, clicking "I agree", or signing a document on the Platform) has the same legal force as a handwritten signature.

2. Definitions

• "Engagement" means a project, task or working relationship agreed between a Client and Talent through the Platform.
• "Service Agreement" means the standard agreement between a Client and Talent that both parties must sign on the Platform before onboarding, as described in clause 6.
• "Onboarded" means the status applied to Talent on an Engagement only after both the Client and the Talent have signed the Service Agreement.
• "Fees" means the amounts payable for services, and any Workley service or facilitation fee, as displayed on the Platform.
• "Content" means any information, text, files, images, profiles, reviews or other material submitted to the Platform.

3. Eligibility & accounts

• You must be at least 18 years old and have the legal capacity to enter into a binding contract. Talent must be lawfully entitled to live and work in South Africa.
• You must provide accurate, current and complete information and keep it up to date. Accounts are personal to you and may not be shared, sold or transferred.
• You are responsible for safeguarding your login credentials and for all activity under your account. We require two-factor authentication (SMS) and email verification to help protect you. Notify us immediately of any unauthorised use.
• You may not create an account if you have previously been removed from the Platform, or where doing so would breach any law or sanction.

4. Our role - Workley is an intermediary

Workley provides a venue and technology that helps Clients and Talent find one another, communicate, agree terms and manage their Engagement. Workley is not a party to the Service Agreement or any Engagement between a Client and Talent.

• Workley is not an employer, employment agency, labour broker, recruiter, partner, or joint venturer of any User. No employment, agency or partnership relationship is created between Workley and any User.
• The contract for the actual work, its scope, deliverables, timelines and price is concluded directly between the Client and the Talent. Workley does not supervise, direct or control the performance of any work.
• Workley does not guarantee the quality, safety, legality or completion of any work, the accuracy of any profile, the conduct of any User, or that any Engagement will be entered into or result in a hire or payment.

5. Identity verification (via Home Affairs)

To build trust on the Platform, Talent may be required to complete identity verification. This is performed by matching the identity details you provide against records held by the South African Department of Home Affairs (and/or an accredited verification partner acting on our behalf).

• By submitting your identity information you consent to Workley (and our verification partner) verifying it against Home Affairs records for the purposes of confirming who you are, preventing fraud and keeping the Platform safe.
• An "ID-verified" badge or status confirms only that a match was returned at the time of verification. It is not a guarantee of skill, character, criminal history, credit standing or suitability for any Engagement.
• Workley does not hold funds in escrow. Verification of identity replaces reliance on a third-party escrow service, and payment risk between Users is managed as set out in clause 7 and the Service Agreement.
• We may refuse, suspend or revoke verification, and restrict access, where verification cannot be completed or where we reasonably suspect fraud or misrepresentation.

6. The Service Agreement & onboarding

Before Talent is Onboarded onto an Engagement, both the Client and the Talent must sign Workley's standard Service Agreement on the Platform. The signing sequence is:

1. The Client initiates onboarding and signs the Service Agreement electronically.
2. The Talent is then notified and must sign the same Service Agreement electronically.
3. Once both parties have signed, the Talent's status becomes "Onboarded" and a copy of the signed agreement is retained by Workley as a record.

No obligation to work before onboarding. Talent is under no obligation to begin or perform any work until they have been formally Onboarded - that is, until the Service Agreement has been signed by both parties on the Platform. Clients should not expect, request or rely on any work being performed before onboarding is complete.

The Service Agreement is a standard, default agreement that does not contain project-specific commercial terms (such as scope, price or deadlines). Those project-specific terms are for the Client and Talent to agree between themselves, in writing, in addition to the Service Agreement.

7. Fees, payments & taxes

• Prices. The price for an Engagement is agreed between the Client and the Talent. Any Workley service or facilitation fee will be shown to you clearly before you commit, inclusive of VAT where applicable.
• Payment method. Payments are processed through the payment methods and licensed payment providers made available on or via the Platform, or as otherwise agreed between the Client and Talent. Workley is not a bank and does not provide banking, escrow or money-remittance services.
• Payment status. The Platform records a payment status of "paid" or "unpaid" against Onboarded Talent so that both parties have a shared, accurate record of amounts settled for an Engagement. Payment status is only shown for Onboarded Talent.
• Client responsibility. The Client is responsible for paying the agreed amounts for work performed or delivered in accordance with the Service Agreement and any project-specific terms. Marking an amount as "paid" is a representation by the Client that payment has genuinely been made.
• Talent responsibility. Talent must only mark work as delivered where it has genuinely been delivered, and must issue any invoice required by law.
• Taxes. Each User is solely responsible for determining, declaring and paying its own taxes (including income tax and VAT where applicable) arising from an Engagement. Workley does not withhold or remit taxes on your behalf and gives no tax advice.
• Fee changes. We may introduce or change Workley fees on reasonable prior notice. Continued use after the effective date constitutes acceptance.
• Circumvention. Users must transact through the Platform where the Platform's payment facilities are used, and must not seek to avoid applicable Workley fees by taking a Platform-originated Engagement off-Platform in bad faith.

8. Client obligations

• Provide clear, lawful and accurate briefs, and the access, information and materials Talent reasonably needs.
• Sign the Service Agreement and complete onboarding before expecting work to begin.
• Pay agreed amounts promptly and keep payment status accurate.
• Treat Talent professionally and comply with all applicable laws, including labour, tax and data-protection laws.

9. Talent obligations

• Provide services with reasonable skill and care and be honest about your skills, availability and qualifications.
• Complete identity verification where required, and sign the Service Agreement before commencing an Engagement.
• Deliver work as agreed with the Client, respect confidentiality, and comply with all applicable laws.
• You act as an independent contractor, not an employee of Workley or (unless separately agreed in writing) of the Client.

10. Intellectual property

• Platform IP. The Platform, the Workley name, logo, and all associated software, design and content are owned by or licensed to Workley and protected by law. We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Platform for its intended purpose. You may not copy, reverse-engineer, scrape, resell or create derivative works from the Platform.
• Work product. Ownership of intellectual property created by Talent for a Client during an Engagement is governed by the Service Agreement and any project-specific terms between the Client and Talent. Unless those terms say otherwise, and subject to full payment, deliverables are intended to be assigned or licensed to the Client. Workley claims no ownership of work product created between Users.
• Your content licence to us. You grant Workley a worldwide, royalty-free licence to host, store, display and use Content you submit solely to operate, promote and improve the Platform. You confirm you have the rights to grant this licence.

11. Acceptable use

You must not: (a) post false, misleading, defamatory, infringing, or unlawful Content; (b) impersonate any person or misrepresent your identity, skills or affiliation; (c) harass, discriminate against, or threaten any User; (d) upload malware or attempt to gain unauthorised access to the Platform or others' accounts; (e) use the Platform to launder money, commit fraud, or breach sanctions; (f) circumvent security, verification or fee mechanisms; or (g) use automated means to access or extract data without our written consent.

12. Reviews & user content

Reviews and ratings must be genuine, based on real Engagements, and must not be manipulated, incentivised or retaliatory. We may remove Content that breaches these Terms, but we are not obliged to monitor Content and are not responsible for User Content. You remain responsible for the Content you post.

13. Data protection (POPIA)

We process personal information in accordance with the Protection of Personal Information Act, 2013 ("POPIA") and our Privacy Policy, which forms part of these Terms. Where you share another person's personal information with us (for example, a colleague's contact details), you confirm you are entitled to do so. Where you receive personal information through the Platform, you must process it lawfully and only for the purposes of the relevant Engagement.

14. Disclaimers

The Platform is provided "as is" and "as available". To the fullest extent permitted by law, and subject to the Consumer Protection Act, 2008 ("CPA") where it applies, we do not warrant that the Platform will be uninterrupted, error-free or secure, or that any User, Engagement, verification result or outcome will meet your expectations. Nothing in these Terms limits any right you have under the CPA that cannot lawfully be excluded.

15. Limitation of liability

• To the fullest extent permitted by law, Workley is not liable for any indirect, incidental, special, consequential or pure economic loss, loss of profit, revenue, data, goodwill or opportunity, arising out of or in connection with the Platform, any Engagement, or any act or omission of another User.
• Workley is not responsible for the acts, omissions, conduct, work quality, non-payment or default of any User. Any dispute about work or payment is between the Client and the Talent.
• To the extent Workley is found liable despite the above, our total aggregate liability to you for all claims in any 12-month period is limited to the greater of (a) the total Workley fees you paid to us in that period, or (b) R1,000.
• Nothing in these Terms excludes liability for fraud, gross negligence, death or personal injury caused by our negligence, or any liability that cannot be excluded by law.

16. Indemnity

You indemnify and hold Workley, its directors, employees and agents harmless against any claim, loss, damage, liability, cost or expense (including reasonable legal costs) arising from: (a) your use of the Platform; (b) your breach of these Terms or any law; (c) any Engagement you enter into; or (d) any Content you submit. This does not require you to indemnify us for our own fraud or gross negligence.

17. Disputes

• Between Users. Disputes about work, deliverables or payment are to be resolved directly between the Client and the Talent under the Service Agreement. Workley may, at its discretion, provide records (such as messages and signed agreements) to assist, but is not obliged to mediate or adjudicate and is not liable for the outcome.
• With Workley. If you have a dispute with us, contact us first at hello@workley.co.za so we can try to resolve it. If unresolved within 30 days, the dispute will be referred to confidential mediation in South Africa and, failing settlement, to arbitration under the rules of the Arbitration Foundation of Southern Africa (AFSA), save that either party may approach a competent court for urgent or interim relief. This does not limit your rights under the CPA, including any right to refer a complaint to the National Consumer Commission or an ombud.

18. Suspension & termination

You may stop using the Platform and close your account at any time. We may suspend or terminate your access, with or without notice, where we reasonably believe you have breached these Terms or any law, where verification fails, or to protect Users or the Platform. Provisions that by their nature should survive termination (including clauses 7, 10, 15, 16 and 17) will survive.

Ending an individual Engagement (rather than your account) is governed by our Cancellation Policy: either party may cancel an Engagement self-service from their dashboard, subject to confirmation and SMS identity verification, with the consequences set out in that policy and the Service Agreement.

19. Changes to these Terms

We may update these Terms from time to time. We will post the updated version with a new "last updated" date and, for material changes, take reasonable steps to notify you. Continued use after the effective date means you accept the changes.

20. General

• Governing law. These Terms are governed by the laws of the Republic of South Africa, and you consent to the jurisdiction of the South African courts.
• Whole agreement. These Terms, the Privacy Policy, the Return & Refund Policy, the Cancellation Policy and the Service Agreement are the whole agreement between you and Workley regarding the Platform.
• Severability. If any provision is found unenforceable, the rest remain in force.
• No waiver. Our failure to enforce a right is not a waiver of it.
• Cession. You may not cede or assign your rights without our consent; we may cede our rights to a successor.
• Notices. We may communicate with you electronically, and you consent to receiving communications this way.

Contact

Workley (Pty) Ltd - Information Officer
Email: hello@workley.co.za · Privacy: privacy@workley.co.za

This document is a carefully drafted template tailored to Workley's marketplace model and South African law. Company registration details marked [•] must be completed, and we recommend a final review by an admitted South African attorney before launch or any material change to the service.