Service provider terms

1. Appointment and the nature of the relationship

The Cattle Exchange (Pty) Ltd (registration 2016/453432/07), referred to throughout as the Exchange, appoints you as a service provider in its network on a non-exclusive basis. Your entry in our directory is a statement that you are approved to receive work, not a promise of any. We give no undertaking as to the volume, frequency or value of the work we route to you, and we may route work to any provider we consider suited to it.

You act as an independent contractor. Nothing in these terms creates a partnership, a joint venture, an employment relationship or an agency between us. Your personnel are yours, and you are responsible for their engagement, supervision, remuneration and conduct, and for your own tax, licensing and statutory obligations.

Each job we route to you is offered through the partner portal and is accepted or declined by you there. You are free to decline a job. Once you accept one, these terms apply to it, together with any specific instructions recorded on the job itself, and you must perform it.

2. Registrations, certificates and compliance

The lawfulness of the whole chain rests on your credentials being genuine and current. The Exchange routes slaughter only to a registered abattoir and cutting only to a facility holding a valid Certificate of Acceptability, because the Meat Safety Act 40 of 2000 permits nothing else. You therefore warrant, on registration and on every job you accept, that each of the following is true.

• Every registration, certificate, permit and licence your work requires is held by you, is valid, is current, and is not subject to any suspension, condition or pending action of which you have not told us. For an abattoir that includes its registration under the Meat Safety Act and its grading; for a cutting or deboning facility, its Certificate of Acceptability; for a veterinarian, registration with the South African Veterinary Council; for a transporter, the operating and roadworthiness requirements applicable to it.
• The documents you have uploaded to the portal are true copies of the originals, and the numbers, issue dates and expiry dates recorded against them are accurate.
• You will maintain each of them in force for as long as you remain in our network, and you will renew them before they expire.
• You comply, and will continue to comply, with the Meat Safety Act 40 of 2000, the Animal Diseases Act 35 of 1984, the Animals Protection Act 71 of 1962, the Occupational Health and Safety Act 85 of 1993, the National Road Traffic Act 93 of 1996 where it applies to you, and every other law, regulation and standard governing your operation.

We record the renewal date of every certificate you hold and we show you what is approaching expiry. That is a courtesy and a warning surface. It does not transfer to us the responsibility for keeping your credentials current, and a lapse we failed to warn you about is still a lapse.

3. Custody of animals, carcasses and meat

When animals, carcasses or meat belonging to the Exchange or to its buyer come into your possession, they remain the property of their owner and you hold them as a custodian, at your risk, from the moment you take possession until the moment you hand them to the next party in the chain or to the buyer.

While they are in your possession you must keep them securely, care for them properly, keep them separate and identifiable from other stock and product, and handle them in accordance with your legal obligations and the standards in clause 4. You may not slaughter, cut, move, substitute, dispose of or otherwise deal with them except as the job you accepted instructs.

You are liable to the Exchange for the loss of, death of, injury to, deterioration of or damage to anything in your custody, and for any shortfall in what you hand on, except to the extent that it was caused by the Exchange’s own instruction, by a pre-existing condition you told us about at the time you took possession, or by something beyond your reasonable control that you could not have guarded against. Where you are liable, the measure is the price the buyer paid for what was lost or damaged, and the cost of putting the matter right.

4. The standard of your work

You must perform every job with the skill, care and diligence to be expected of a competent professional in your field, in accordance with the job instructions, and within the times agreed on the job or, where none is agreed, within a reasonable time.

You must handle every animal in accordance with the Animals Protection Act 71 of 1962 and with the welfare standards the Exchange publishes in its animal welfare policy, which forms part of this agreement. That includes loading and offloading calmly and without goads or force, keeping journey times and stocking densities appropriate to the species, providing water and rest where a journey requires it, and never transporting an animal that is not fit to travel.

Where you carry or store chilled or frozen product you must maintain an unbroken cold chain at the temperature recorded on the job, must monitor and record temperature throughout, and must tell the Exchange immediately if the chain is broken or if you have reason to believe it may have been. Product that has been outside its temperature range must not be delivered to a buyer without our express instruction.

You must update the status of each job in the partner portal as you start it and as you complete it, promptly and accurately. That record is what tells a buyer where their order is, and it is part of the traceability record described below.

5. Traceability and records

Traceability is a legal requirement and it is only as good as the records behind it. You must keep full and accurate records of everything you receive, do and hand on for the Exchange, including the identification of every animal, the batch or lot identifiers you assign, the dates and times of each step, the personnel involved, temperature records where they apply, and any inspection, condemnation or rejection.

You must provide those records to the Exchange on request, promptly and without charge, and you must keep them for at least five years, or for longer where the law applicable to you requires it. Where a disease investigation, a recall or a regulatory enquiry requires it, you must co-operate fully with the Exchange, with the buyer and with the authority concerned, and you must make your records and your premises available for that purpose.

6. Insurance

You must hold and maintain, throughout this agreement, insurance appropriate to the work you do and to its risks, with a reputable insurer registered in South Africa. That must include public liability cover, cover for the loss of or damage to goods in your custody or in transit where you take custody of animals or product, and any statutory cover your operation requires.

You must provide proof of cover on registration, on each renewal, and at any time we reasonably ask for it, and you must tell the Exchange immediately if a policy is cancelled, lapses, is materially reduced, or if an insurer declines a claim relating to work done for us. We may suspend routing work to you until satisfactory cover is in place.

7. Sub-contracting

You may not sub-contract a job, or any part of one, without the Exchange’s prior written consent. We vet the people who handle our buyers’ animals, and a sub-contractor we have never seen defeats that. Where we do consent, you remain fully responsible to us for the work as if you had done it yourself, and you must ensure the sub-contractor is bound to obligations no less onerous than these.

8. Fees, invoicing and payment

The fee for a job is the amount recorded on it when you accept it. Unless the job says otherwise, that fee covers everything you need to perform it, and no further amount is payable. Where value-added tax applies and you are a registered vendor, the fee is inclusive of it and you must provide a valid tax invoice.

You invoice the Exchange once a job is complete and its status is recorded in the portal. We pay within thirty days of receiving a correct invoice, by electronic transfer to the bank account verified on your profile. We may withhold or set off an amount you owe the Exchange, including under the indemnity below, against an amount we owe you, and where we do so we tell you the amount and the reason for it.

You may not exercise a lien over, or withhold, any animal, carcass, meat or document belonging to the Exchange or to a buyer on account of a payment dispute. A dispute about money is resolved under clause 13, and never by holding a buyer’s property.

9. Personal information

To perform a job you are given personal information belonging to the Exchange’s buyers and suppliers, including names, contact details and delivery addresses. In relation to that information you act as an operator for the Exchange within the meaning of the Protection of Personal Information Act 4 of 2013, and the Exchange remains the responsible party. Our own handling of it is described in our privacy policy.

• You may process that information only to perform the job, and only on the Exchange’s instructions.
• You must keep it confidential, must secure it with appropriate technical and organisational measures, and must limit access to the personnel who need it for the job.
• You may not use it for your own marketing, may not disclose it to anyone else, and may not transfer it outside South Africa without our written consent.
• You must tell the Exchange within twenty-four hours of becoming aware of any unauthorised access to it or any loss of it, and must assist us in investigating and reporting the matter.
• You must delete or return it when the job and your record-keeping obligations are complete.

10. Portal access and your account

Access to the partner portal is given to you for the purpose of receiving and updating your own jobs. You must keep your credentials secure, must not share them, and must tell us immediately if you believe an account has been compromised or if a person who held one has left your employ. You are responsible for everything done through an account issued to you. You may see only the jobs routed to the entries you operate, and you may not attempt to access anything else.

11. Suspension, removal and ending the agreement

Either of us may end this agreement at any time on thirty days’ written notice, without giving reasons. Ending it does not affect a job you have already accepted, which you must complete unless we tell you otherwise.

We may suspend routing work to you, and may remove your entry from the directory, immediately and without notice, where a registration or certificate on which your work depends has lapsed, been suspended or been withdrawn; where you have failed to maintain insurance; where we reasonably believe an animal has been mistreated, a cold chain broken and concealed, or a record falsified; where a regulator has taken or threatened action against you; or where continuing would expose the Exchange, a buyer or an animal to real risk. We tell you when we suspend and why.

Either of us may end this agreement immediately on written notice if the other commits a material breach that is not remedied within ten business days of being asked in writing to remedy it, or if the other is placed under business rescue, liquidation, sequestration or an equivalent process. On termination you must return everything belonging to the Exchange or to a buyer that is in your possession. Clauses 3, 5, 9, 12 and 13 survive the end of this agreement.

12. Indemnity and liability

Neither of us excludes or limits liability for death or personal injury caused by its negligence, for its own fraud or fraudulent misrepresentation, or for any liability that may not lawfully be excluded or limited. Subject to that, and except under the indemnity above and your liability for goods in your custody under clause 3, neither of us is liable to the other for loss of profit, loss of business, loss of anticipated saving or any indirect or consequential loss.

Subject to the same exceptions, the total liability of the Exchange to you in respect of all claims arising in any twelve-month period is limited to the total fees the Exchange became obliged to pay you during that period.

Neither of us is liable for a failure or delay caused by something beyond its reasonable control, including an outbreak of a controlled animal disease and any quarantine or movement restriction imposed in response to it, a natural disaster, fire or flood, civil unrest, the failure of the national electricity supply, or an act of government. The party affected must tell the other as soon as it reasonably can, must do what it reasonably can to limit the effect, and must in particular take all reasonable steps to protect any animal or product in its custody. If the obstacle continues for more than sixty days, either of us may end this agreement on written notice.

13. Confidentiality, disputes and general

Neither of us may disclose the other’s confidential information to a third party, or use it for any purpose other than performing this agreement, without written consent. The rates we agree with you, and the identities and details of the Exchange’s buyers and suppliers, are confidential. For as long as this agreement is in force, and for twelve months after it ends, you may not knowingly solicit direct business from a buyer or supplier you were introduced to through the Exchange in respect of work of the kind we routed to you, where the purpose or effect is to avoid the Exchange. This does not restrict you from serving your own existing customers or from trading through any other channel.

If a dispute arises, tell us in writing at customers@thecattlexchange.com. We will respond within ten business days, and each of us undertakes to try in good faith to resolve the matter at senior level before either begins proceedings. If it is not resolved within thirty days, either of us may refer it to arbitration under the rules of the Arbitration Foundation of Southern Africa, before a single arbitrator, seated in Gauteng and conducted in English. Nothing in this clause prevents either of us from approaching a court for urgent interim relief.

This agreement is governed by the law of the Republic of South Africa, and both of us consent to the jurisdiction of the High Court of South Africa, Gauteng Division, Pretoria, in respect of any matter not referred to arbitration. You may not cede or assign your rights without our written consent. If any provision is found to be unenforceable, the rest continues in force. A failure or delay in enforcing a provision is not a waiver of it. Notices are given by email to the address on your profile and to the address above, and are treated as received on the next business day.