INFOLOGY TERMS AND CONDITIONS

Introduction

These terms and conditions apply to all users of software and servers made available by Infology (collectively referred to as “the Software”) and to all support services (“the Services”) provided by Infology in relation to the Software. “Infology” means the legal entity responsible for providing the Software and the Services in your territory under licence by the global rights holder. The Infology legal entity providing the Software and the Services in particular regions and territories is identifiable at https://www.infology.net/contact.

Please read these terms and conditions carefully. By accepting these terms and conditions, or by proceeding to otherwise access the Software or make use of the Services, you will become bound to all of the terms and conditions outlined below.

Your attention is drawn to the warranties, indemnities and limitations on liability provided for in these terms and conditions.

Interpretation

In these terms and conditions:

“Client” means any legal person or entity who contracts with Infology for the provision of the Software and/or the Services;
“Data” means any electronic information or files displayed, generated or hosted in the Software including, but not limited to, text or word files, emails, scanned files, PDF files, presentations, diagrams, images, charts, videos and audio files and the like;
“Matter” means a legal matter, deal, case, project, online collaboration or discussion group which is conducted or managed through the Software;
“User” means any person who accesses or uses the Software and/or who receives the Services, including any persons you invite or permit to access and use the Software; and
“you” means the person accepting these terms and conditions, whether in your personal capacity as a User or in a representative capacity on behalf of a Client.

In these terms and conditions, headings are used for reference purposes only and shall not affect the meaning of the clauses to which they apply. References to persons include an individual, a body corporate and an unincorporated association of persons.

Reference to the singular includes the plural and vice versa and reference to natural persons includes legal persons and vice versa.

A reference to a Party includes that Party's successors and permitted assigns unless the context indicates otherwise.

Where any number of days is prescribed in this Agreement, same shall be deemed to be a reference to Business Days in the Republic of South Africa unless the context expressly indicates otherwise and the computation of periods prescribed in terms of any number of days shall be reckoned exclusively of the first and inclusively of the last day.

Words and expressions defined in any sub-paragraph shall, for the purposes of the paragraph of which that sub-paragraph forms part, bear the meaning assigned to such words and expressions in that sub-paragraph.

No provision herein shall be construed against or interpreted to the disadvantage of any Party by reason of such Party having or being deemed to have structured, drafted or introduced such provision.

Access to the Software

Access to the Software is provided to you subject to these terms and conditions. We cannot and do not guarantee that the Software will operate in accordance with your expectations or will be error free. If you are aware of any error in the Software, please contact us and we will endeavour to have it corrected. We cannot and do not guarantee the availability to you of any links that may be provided from the Software.

You must comply with all applicable laws and regulatory requirements relating to your use of the Software. You must also comply with all reasonable instructions we give to you relating to the Software.

You (or the Client) are responsible for all charges relating to your use of the Software.

You must not use the Software to circulate, send or distribute any information or data that would be in contravention of any regulations or legislation including regulations or legislation governing financial services, money laundering or anti-terrorism or which is offensive, abusive, indecent, defamatory, obscene or menacing, in breach of confidence or any other laws.

Infology or its licensors owns the Software. You must not copy, modify, download, distribute or decompile the Software, nor attempt to do or enable any of the aforegoing acts.

Except to the extent required to use the Software in accordance with these terms and conditions, you must not copy, store in any medium (including in any other website), distribute, transmit, re-transmit, broadcast, modify, or show in public any part of the Software or systematically extract material from the Software or in any way exploit commercially all or any part of the Software.

Except to the extent that you are authorised or legally entitled to do so, you must not copy, store in any medium (including in any other website), distribute, publish, transmit, re-transmit, broadcast, modify, or show in public any Data (excluding Your Material) or in any way exploit commercially all or any part of any Data (excluding Your Material).

We reserve the right to update, modify, restrict access to or close the Software or any part of it at any time.

On completion of a Matter, Data will be managed in accordance with Infology’s archiving policy applicable at the relevant time subject to any express instructions of the Client.

Material Provided By You

You must ensure that any Data you post or provide to us to post to the Software (Your Material) is legal, decent and truthful, complies with all laws and regulations, does not infringe the Intellectual Property Rights or other rights of us or any third party, is not defamatory, unreliable or misleading or otherwise objectionable and is free of bugs, worms, viruses, or other malicious code or software.

You grant us and other Users a non-exclusive, transferable, sub-licensable, royalty-free irrevocable worldwide license to use Your Material for furthering the purpose of the Matter or other purposes as may be agreed with you from time to time.

We are not a monitor or editor of any Data posted by you or provided to us to post to the Software by other persons and, accordingly, we do not accept any responsibility for that Data. Nor do we accept responsibility for (or in any way endorse) any views, opinions, material, information, or comments in any Data published on the Software or linked to via the Software by non-Client users.

If we consider that any part of Your Material exposes us to the risk of a claim or complaint by any third party or any loss, we may block access to any or all of the Software, a Matter or any Data and remove any or all of the relevant part of Your Material. You must provide all reasonable assistance to us in this respect.

You must not use the Software to advertise or sell any goods or services to other Software users without our authorisation.

Except to the extent you are permitted by law or authorised to do so, you must not publish any information or personal data in relation to any third party.

You are solely responsible for Your Material.

Sign-up

You agree that the information you supply during the process of signing up for an account will be true, accurate and complete. Infology reserves the right to reject or terminate access to the Software where you provide false or misleading information during sign-up. You will be responsible for preserving the confidentiality of your chosen account password and digicode and will notify Infology of any known or suspected unauthorized use of your account. You agree to keep Infology informed of any change in the information you provided at the time of your initial sign-up. You agree to indemnify, defend and hold harmless Infology, its affiliates, and their officers, directors, employees, agents, licensors and suppliers, from and against any and all liabilities, fines, losses, expenses and damages resulting from the supply of any information during the registration process which is not true, accurate and correct or arising from your failure to update such information as required or from any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing your Infology account.

Grant of Licence

Infology grants you a non-exclusive and non-transferable licence to use the Software on the terms and conditions set out in these terms and conditions. You agree to not sub-licence or in any way exploit the Software for commercial gain under any circumstances, and agree to use it for your own lawful purposes only.

You agree not to copy, modify, translate, function map or create derivative works based on the Software, nor reverse assemble, de-compile or reverse engineer the Software, whether in whole or in part, or otherwise attempt to derive any source code subject to Infology’s copyright, nor shall you permit, whether directly or indirectly, the sale, lease, sub-licence, transfer or assignment of the Software; nor shall you remove or alter any proprietary notices, logos or labels on or in the Software or front end user interface.

Infology may make improvements, changes or upgrades to the Software in order to meet new user demands and keep pace with technological developments and may, on reasonable notice to you, suspend or interrupt the operation of the Software for purposes of maintenance or making improvements, changes or upgrades thereto.

Charges and Commercial Terms

You are entirely responsible for any and all activities that occur on your Infology account and you shall be strictly liable for all charges debited against your account whether or not such charges may be incurred by you or any other person, authorised or unauthorised, intentionally or unintentionally.

It is your responsibility to familiarise yourself with our prevailing charges and prices, billing frequencies and payment terms for the Software and the Services. We reserve the right to modify our charges and payment terms at any time on not less than one calendar months’ notice to you.

Telecommunications network service providers’ access charges for use of their networks may be varied by network operators from time to time and without prior notice to Infology. You will be responsible for any and all data and telecommunications charges incurred by you in relation to your use of the Software.

All invoices are payable on presentation. Interest on outstanding payments shall accrue at the rate provided for in the relevant invoice and, where applicable, interest shall accrue daily and be compounded monthly in arrears.

Information Security and Privacy

These terms and conditions must be read in conjunction with our Information Security Policy and our Privacy Policy which shall be deemed to form part of these terms and conditions.

It is your own responsibility to ensure that only authorised persons have access to information or data stored or communicated by you or any other person using the Software or the Services of Infology or any of its partners, affiliates or third party service providers through adequate information security standards and procedures to be implemented and monitored by you. You agree that Infology shall not be responsible or liable for any unauthorised access to the information or data stored or communicated by you or any other person using the Software. You agree to notify Infology in writing of any unauthorized and/or fraudulent use of your username, password or any other security credential related to the Software. You agree to indemnify, and hold harmless Infology, its officers, directors, employees, affiliates and agents and any other service provider who furnishes Services to you in connection with the Software, from any and all claims, losses, damages and expenses by, or on behalf of, you or any third party for any unauthorized or fraudulent use of your username, password or other security credential.

You acknowledge that use of the Software results in some processing of the personal data you provide by us. Your personal data may be processed for the purposes of issuing you with a username and password and for recording and reporting on your activity within the Software. You also acknowledge and agree that Infology shall be entitled to monitor and log your use of the Software and to make usage logs available to relevant Clients in relation to their Matters.

In performing our obligations under these terms and conditions, both you and we must each comply with any applicable data protection legislation. You should not register the email address or telephone number of any person to receive notifications or alerts via the Software unless you have the authority or that person’s permission to do so.

Where you choose to make use of any communication channel accessible within the Software, you agree, subject to the provisions of the any applicable law, to our right to intercept, block, filter, read, store and delete all such communications.

The Software is hosted by Infology for the benefit of its Clients. Access to the Software is restricted to authorised Users only.

If you detect that you have been given access by a Client, another User or us to any particular Matter in error, you undertake to immediately notify the relevant Client, User or us and undertake to refrain from further accessing any Data relating to that Matter and to permanently delete any Data stored by you in relation to that Matter.

You must ensure the confidentiality of your password and prevent any unauthorised persons from accessing the Software through the use of your password. You undertake to take all necessary steps to ensure that your own computing environment is free of any malicious programmes, including spyware and the like. You are entirely responsible for use of the Software by any person using your password or as a result of your email account being viewed or intercepted by another person, or by leaving an active user session unattended and you indemnify us against any losses, damages or claims suffered by us as a result of your failure to take adequate steps to protect the confidentiality of your user sessions, email accounts and User details including your username, password and other security credentials.

If you know or suspect that an unauthorised person knows your password you must immediately notify us and any Client whose matters may be adversely affected thereby.

Data may be confidential and in some cases, subject to legal privileged. You must not distribute the Data except to persons authorised to receive it. If you believe that you may have been given access to any Data by mistake, you must not download it, copy it, use it for any purpose or disclose it to any person. A Matter may be confidential. You must not disclose any confidential information about a Matter, including the fact that it is being carried out and/or contemplated except to persons authorised to have that information disclosed to them for the purposes of the Matter.

Your use of the Software is subject at all times to the prevailing provisions of our Information Security, Privacy and Data Protection Policies available on our website from time to time.

Responsible Use of the Software

You agree not to use the Software to process any data or files containing malicious code, viruses, Trojan horses and the like. You agree to indemnify and hold Infology, its affiliates, partners and third party service providers and their respective directors, officers, employees and agents harmless from any claim or demand, made by any third party due to or arising out of data, Data or files you upload or process using the Software.

Warranties

Infology warrants that it is entitled to licence you to use the Software. The warranties set forth above are exclusive and in lieu of all other warranties, whether statutory, express or implied. Infology licences and supplies the Software “as is” and does not warrant that the operation thereof will be uninterrupted or error free. No warranty is given nor is to be implied as to the suitability of the Software for any particular purpose notwithstanding that any such purpose may be known or ought reasonably to have been known by Infology.

No express or implied condition, representation or warranty (whether statutory or otherwise) in respect of the Software or the Data (including as to condition, satisfactory quality, performance, or fitness for purpose) and all such conditions, representations and warranties are excluded except to the extent that their exclusion is prohibited by law. This section does not exclude or limit our duties to any client in respect of legal advice we provide in the course of a lawyer-client relationship.

Maintenance

From time to time, Infology may perform scheduled or unscheduled system and software maintenance. Insofar as is reasonably possible, such maintenance will be carried out at times convenient to you and after the giving of notice to you. You agree that our standard maintenance services do not cover addressing any faults in the Software arising from you or your User’s (including your guest Users) breach of the provisions of the Agreement; misuse or incorrect handling or operation of the Software by you, your agents, service providers and/or sub-contractors; any Force Majeure event or the actions, omissions or service interruptions of any utilities provider or third party service provider, including a telecommunications service provider; or electrical power failures including fluctuations in power or humidity control.

Where the Software is hosted by you ‘on premise’ or is hosted on hardware under your control, our standard maintenance services will not include addressing any faults arising as a result of your failure to ensure a suitable operating environment for the Software; accessing or using the Software other than on the specified or recommended operating environment for same; any failure by you to back up your data used in, produced by or otherwise associated with the Software; your relocation of any hardware on which the Software has been installed; your incorporation or attachment of any program, plug-in or device to the Software; or as a result of any changes to the Software made by you or any person not authorised to do so in writing by us.

Repair of any faults arising as a result of any acts or omissions outside of our scope of maintenance responsibilities may be undertaken by us at our discretion and may be subject to additional time and material charges in accordance with our prevailing technical support rates.

Operating Environment

It is your responsibility to ensure a suitable operating environment for the Software, including hardware, browser software and operating systems. You should check your operating environment conforms with the minimum hardware and software platforms specified for the Software from time to time. We reserve our right to update the minimum hardware and software platforms required to access and use the Software at any time and without prior notice to you.

Intellectual Property

You acknowledge that any and all intellectual property rights embodied in or associated with the Software are, and will remain, the sole property of Infology or its licensors. Nothing contained in these terms and conditions shall convey any title or proprietary rights to you in or over the Software other than expressly provided for herein.

You consent to the display of your name, logo and brand mark within pages of the Software and agree that such placement shall not constitute an infringement of any trademark or copyright subsisting therein and you agree to indemnify and hold Infology harmless against any third party claim that may be brought against Infology in this regard.

Customisation and Development Services

You agree that where we develop any new features or customise our Software at your suggestion or request, you will have no claim to any intellectual property that may arise as a result, including in relation to any source code or documentation produced by us during the above process and that all such intellectual property rights will vest in Infology or our third party licensors where applicable.

Liability and Indemnity

Infology shall not be liable for any delay, failure, breakdown, damage, loss, cost, claim, penalty, fine or expense arising from use of the Software or any Infology supplied Service; operator error on the part of you; fault in any hardware, third party software or software supplied to or obtained by you from any entity other than Infology; the intentional or negligent act or omission of any person not being a duly authorised employee, sub-contractor, agent of Infology or any third party not authorised to act in terms of these terms and conditions; and the actions, omissions or service interruptions of any utilities provider or third party service provider, including a telecommunications service, electrical service or a supplier of a telecommunications or electrical service, VOIP service, electronic communications service provider or electronic communications network service provider.

IN NO EVENT SHALL INFOLOGY BE LIABLE TO YOU FOR LOSS OF DATA, LOSS OF PROFITS OR FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR USE OF THE SOFTWARE OR ANY INFOLOGY SERVICE, OR ARISING FROM YOUR INCORPORATION OR ATTACHMENT OF ANY PROGRAM, PLUG-IN OR DEVICE TO THE SOFTWARE; CHANGES TO THE SOFTWARE BY YOU; FAILURE TO PROVIDE A SUITABLE OPERATING ENVIRONMENT; USE OF PRODUCTS OR MATERIALS NOT DIRECTLY OR INDIRECTLY SUPPLIED BY INFOLOGY; ANY FAILURE TO BACKUP ANY DATA USED IN OR OTHERWISE ASSOCIATED WITH THE SOFTWARE; USE OF THE SOFTWARE FOR ANY OTHER PURPOSE OTHER THAN THAT FOR WHICH IT WAS DESIGNED; AND USE OF THE SOFTWARE ON ANY COMMUNICATIONS DEVICE OR SYSTEM OTHER THAN THE SPECIFIED OR RECOMMENDED PLATFORMS FOR THE SOFTWARE.

It is understood and acknowledged by you that the Infology Software and the Services are not intended to ensure, nor does Infology warrant, compliance with any common law, statutory or regulatory requirement or obligation to which you may be subject in your own jurisdiction. Use of the Software and Services is entirely at your risk.

IN NO EVENT SHALL INFOLOGY BE LIABLE FOR SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR DELICTUAL DAMAGES SUFFERED BY YOU ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS, INCLUDING LOSS OF DATA, LOSS OF PROFITS OR LOSS OF BUSINESS, AND INCLUDING WITHOUT LIMITATION ANY SUCH DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SOFTWARE OR ANY INFOLOGY SERVICE, UNAUTHORISED USE OF YOUR USER ID OR PASSWORD, THE MAINTAINING, HOSTING OR SUPPORTING OF THE SOFTWARE BY INFOLOGY OR ANY PERSON APPOINTED BY IT, THE PERFORMANCE OF THE SOFTWARE, AND WHETHER OR NOT YOU WERE AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU INDEMNIFY AND HOLD INFOLOGY HARMLESS AGAINST ANY CLAIM BY ANY THIRD PARTY RELATING TO ANY MALFUNCTION OF THE SOFTWARE OR ARISING OUT OF THE USE OF THE SOFTWARE OR SERVICE BY YOU. INFOLOGY SHALL FURTHERMORE HAVE NO LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY BREACH OF A LEGAL OBLIGATION AS SPECIFIED ABOVE TO WHICH YOU OR ANY THIRD PARTY MAY BE SUBJECT.

Limitations and Exclusions of our Liability

From the Software you may be able to obtain access to websites operated by others. We do not endorse those other websites nor do we accept any responsibility for any damage or loss you may suffer arising out of access to those websites, including damage or loss arising from your use of Data, or other information found on those websites. These links are not monitored or maintained by us nor are we responsible for the Data of any third party website.

Unless expressly stated otherwise in the terms and conditions or rules of the Software, our liability under or in connection with the Software, whether arising from negligence, breach of contract or otherwise is only to take such actions as are reasonably required (in our sole discretion) to correct, remove or delete Data including Data entered in error and we exclude all other liability under or in connection with the Software.

We cannot and do not guarantee that Data downloaded from the Software will be free from viruses. We are not liable for any damages or losses due to any viruses or malicious code or software, defects or malfunctions in connection with the access or use of the Software, Your Material, or any Data. You must, for your own protection, use virus-checking software when accessing or and downloading Data via the Software. You must not upload or provide to us to upload to the Software any Data which you believe may contain a virus or other malicious code or software. You must virus check any Data which you intend to upload or provide to us to upload to the Software.

Nothing in these terms and conditions excludes or limits our liability for fraud or for death or personal injury arising from our negligence or that of an employee of the Client or for any other matter in respect of which it would be unlawful to limit or exclude liability.

Unless expressly stated otherwise, nothing on the Software or in the Data constitutes legal or other professional advice from Infology or other Users. You agree that the limitations and exclusions set out in this clause are reasonable having regard to all the relevant circumstances, including the fees and charges for using the Software relative to the levels of risk associated with Data stored within the Software.

Ethical Standards

Infology strives to conduct business in accordance with the highest ethical principles and standards. The principles and standards to which hold ourselves include the principles and standards set out in this section.

We shall endeavour to provide our Services with the appropriate degree of knowledge, skill, candor, diligence and thoroughness. We shall keep our Clients informed about the status of our Services consistent with their reasonable expectations.

We shall keep our fees reasonable and not charge or collect unreasonable amounts, with due regard for the novelty and difficulty of the Services, the skills requisite to perform the service properly; the fees customarily charged for similar services; the amount involved and the value to the Client of the Services rendered; the time limitations imposed by the Client or by the circumstances; the nature and length of our professional relationship with the Client and our experience, reputation and ability to perform the Services.

We shall promptly inform our Clients of any circumstance that may materially alter the provision of our Services, including, but not limited to, changes in timing, scope and payment for services rendered or to be rendered; and where reasonable, we shall inform our Clients of reasonably foreseeable, cost-effective, alternative processes or other services that we may have available to meet the Client’s requests.

We shall not make false or misleading statements about our Software or our Services. Nor shall we knowingly make any false, misleading or unfairly disparaging statements about our competitors nor require our Clients to refrain from dealing with our competitors. Any statement issued by Infology regarding our Software, Services or other capabilities, or the products, services or capabilities of any competitor, should have a factual, empirical basis that can be reviewed with the Client upon request.

We provide a Software platform and ancillary support Services relating to the use of our Software, including the processing of information through our Software and user guidance, advice and support on how to make the most efficient use of our Software and Services. We refrain from providing legal or business consulting because our Software and Services may be utilised by multiple Clients who may be in competition with each other or have conflicted interests. We will take care to avoid conflicts of interest and our staff are appropriately trained to recognise and address potential conflicts of interest where they arise. We strictly do not provide legal or business advice nor consult on legal merits or legal or business strategy or tactics (referred to herein as “legal and business consulting”). For this reason we also do not provide our services on a contingency or success-fee basis. The only exceptions we may accommodate to this rule is where our Client itself has undertaken a matter on a contingency basis, including in relation to class actions and other forms of contingency based litigation, in which event this fact should be disclosed to us in advance so that we may take appropriate steps to ensure that we do not host content for a competing parties where a potential conflict of interest in the outcome would potentially arise.

We will never accept, solicit or offer a bribe or endeavour to influence a Client through offering personal payments, benefits or other rewards nor engage in any practice that would constitute a corrupt practice in terms of the Foreign Corrupt Practices Act of 1977. We will not accept payments without legal cause nor will we operate as a deposit holding institution, a financial escrow service or a payment service provider for any reason whatsoever.

Should a Client or any other person have reason to suspect that any member of our organization has infringed upon any of our ethical principle and standards, this matter should be reported to us immediately. We will take care to protect the identity of any person seeking to claim whistle blower protection status.

Miscellaneous Provisions

Infology reserves the right to modify these terms and conditions at any time by publishing the revised terms on its website and by making those revised terms and conditions accessible to you when you next login to the Software.

Where a Client elects to terminate the use of the Software on any particular Matter we undertake to make available all Data associated with that Matter in a reasonable format, subject to payment in full by the Client of all fees and charges due to Infology in relation to that Matter and a reasonable Data export fee based upon our prevailing rates and charges.

Infology’s rights under these terms and conditions may be exercised as often as necessary; are cumulative and not exclusive of rights or remedies provided by law.

If a provision of these terms and conditions is or becomes illegal, invalid or unenforceable in any jurisdiction, that will not affect the legality, validity or enforceability in that jurisdiction of any other provision of these terms and conditions; or the legality, validity or enforceability in other jurisdictions of that or any other provision of these terms and conditions.

Nothing in these terms and conditions shall be deemed to constitute a partnership between us, nor constitute and appointment for either of us to act as the agent of the other for any purpose.

A failure by us to enforce a provision of these terms and conditions or to take action in relation to a breach by you does not constitute a waiver and does not prevent us from subsequently enforcing that provision or from acting on such breach or any subsequent breach by you.

Any notice or other communication given under or in connection with these terms and conditions must be in English. All other Data provided under or in connection with these terms and conditions must be in English or if not in English, accompanied by a certified English translation. In the case of translated Data, the English translation prevails unless the Data is a statutory or other official Data.

Our rights and/or duties under these terms and conditions may be transferred to any person. You must not transfer any of your rights or duties under these terms and conditions without our prior written consent.

Jurisdiction

We recognize that in some countries, you might have legal rights as a consumer. If you are using the Services for a personal purpose, then nothing in these terms or any additional terms limits any consumer legal rights which may not be waived by contract.

Some jurisdictions provide for certain warranties, like the implied warranty of merchantability, fitness for a particular purpose and non-infringement. To the extent permitted by law, we exclude all warranties.

These terms and conditions shall be governed by, construed and interpreted in accordance with the laws of the country in which the Infology legal entity with whom you contract is registered.

Whole Agreement

These terms and conditions constitute the whole agreement between Infology and you and no side agreements and no representations or warranties other than those set out herein or incorporated by reference shall be binding on Infology.