1. Definitions

For the purposes of these Terms of Service:

{% trans "“Organisation” means the registered entity using the platform" %}.

{% trans "“Executive Head” means the individual authorised to register and represent the Organisation and is the highest ranking employee in the Organisation" %}.

{% trans "“Administrator” means a user authorised to manage other users within the Organisation" %}.

{% trans "“User” means any individual account created under an Organisation" %}.

“Service” means the software application provided.

2. Account registration and authority

2.1 {% trans "The Executive Head of an Organisation is the only person authorised to register that Organisation on the Service" %}.

2.2 {% trans "Submitting the onboarding form has the same effect as the onboarding user signing the agreement" %}.

2.3 {% trans "Registration of the onboarding user and his/her organisation as a client comes into effect verification of the email address of the onboarding user" %}.

2.4 {% trans "Upon registration, the Executive Head is automatically assigned the role of Administrator" %}.

2.5 {% trans "The Executive Head may appoint additional Administrators within the Organisation" %}.

2.6 {% trans "Administrators are solely responsible for managing users within their Organisation, including creation, activation, and deactivation of user accounts" %}.

3. User accounts and activation

3.1 {% trans "A user account becomes active only upon successful verification of the user’s email address" %}.

3.2 Only billable users may access the Service.

3.3 {% trans "Only Administrators of an Organisation may activate or deactivate users within that Organisation" %}.

3.4 {% trans "Deactivation of a user is applicable immediately but the user remains billable for the duration of the deactivated in" %}.

3.5 {% trans "An Administrator may reactivate a user at any time, in which case that user becomes immediately billable for that month" %}.

4. Billing

4.1 {% trans "The Service is billed on a monthly subscription basis according to the number of billable users associated with an Organisation" %}.

4.2 {% trans "A user is deemed billable for any month in which the user is enabled to use the Service for any portion of that month, regardless of the duration of such use" %}.

4.3 {% trans "The Organisation's Administrators are responsible for enabling and disabling users and may do so at any time. The Organisation is therefore responsible for the charges resulting from those actions" %}.

4.4 {% trans "The Service provides the Organisation's Administrators and applicable oversight body members with access to current records of user activation and deactivation, a current analysis of billable users, and the applicable draft invoice" %}.

4.5 {% trans "The users identified as billable in the applicable invoice shall correspond to the users identified as billable in the Service's billing analysis" %}.

4.6 {% trans "Deactivation of a user during a billing month does not entitle the Organisation to a partial refund or credit for that month" %}.

4.7 {% trans "Once a final invoice has been issued, payment of that invoice does not create a right to a refund merely because a user is subsequently deactivated or because the Organisation subsequently chooses not to use the Service" %}.

4.8 {% trans "Where the Service provider determines that an invoice contains an error attributable to the Service provider, the Service provider may correct the error by issuing an appropriate credit or refund, as applicable" %}.

4.10 {% trans "Where an Organisation has an outstanding invoice when a subsequent final invoice becomes due, access to the Service may be suspended and the Organisation shall not incur further usage charges while suspended" %}.

4.11 {% trans "Before access is resumed following suspension for non-payment, the Organisation shall be reminded of the billing rule in clause 4.2 and shall be required to choose whether access is resumed immediately or from the beginning of the following month" %}.

5. Refunds

5.1 {% trans "Charges are based on the number of users who were enabled to use the Service during the relevant billing month, in accordance with section 4.2 above" %}.

5.2 {% trans "The Organisation is provided with access to an up-to-date user log, billing analysis, draft invoice and final invoice showing the users and charges applicable to the relevant billing month" %}.

5.3 {% trans "Because user activation and deactivation are controlled by the Organisation's Administrators, and because the billing information is available to the Organisation before payment is made, payments made against a correctly issued invoice are non-refundable" %}.

5.4 {% trans "Deactivation of a user after that user has become billable for a month does not entitle the Organisation to a refund or credit for that month" %}.

5.5 {% trans "Where a billing error attributable to the Service provider results in an amount being incorrectly charged, the Service provider will investigate the error and, where appropriate, correct the invoice or provide a credit or refund for the incorrectly charged amount" %}.

6. Organisation responsibility

6.1 {% trans "The Organisation is responsible for ensuring that only authorised personnel are granted Administrator rights" %}.

6.2 {% trans "The Organisation is responsible for maintaining accurate and up-to-date user information" %}.

6.3 {% trans "The Organisation is liable for all usage and charges incurred under its account" %}.

7. Acceptable use

Users and Organisations agree not to do any of the following:

breach of these Terms,

non-payment,

suspected misuse or security risk.

8. Suspension and termination

8.1 Suspension

8.1.1 {% trans "Suspension may be triggered by the Service provider when an Organisation has an outstanding invoice when a subsequent final invoice becomes due" %}.

8.1.2 {% trans "During suspension, the Organisation retains access only to the invoice page and the user log and analyses pages supporting the invoices to prevent accumulating further charges" %}.

8.1.3 {% trans "On clearing the outstanding invoices, an Organisation is offered the choice of resuming immediately or resuming at the beginning of the next month" %}.

8.1.4 {% trans "If the choice is to resume immediately, the Organisation acknowledges that the billing rule in 4.2 above applies" %}.

8.2 Termination by the Organisation

8.2.1 {% trans "An Organisation may request termination of the Service at any time. Termination will become effective from the beginning of the following month" %}.

8.2.2 {% trans "Following termination, access to the Service will be restricted to such functionality as is necessary to allow the Organisation to view and settle outstanding invoices and, where applicable, download its client data during the applicable retention period of three months" %}.

8.2.3 {% trans "During this period, the Organisation will not be permitted to enable users to use the Service and no further user charges will be incurred" %}.

8.2.4 {% trans "If, during the three-month period, the Organisation wishes to resume use of the Service, it may choose to resume immediately or at the beginning of the next month" %}.

8.2.5 {% trans "If the choice is to resume immediately, the Organisation acknowledges that the billing rule in 4.2 above applies" %}.

8.3 Termination by the Service provider

8.3.1 {% trans "The Service provider may terminate an Organisation's access to the Service in cases of:" %}

• breach of these Terms,
• suspected misuse or security risk,
• {% trans "any other circumstances in which continued access to the Service is reasonably considered to present a risk to the Service provider, the Service, or other Organisations" %}.

8.3.2 {% trans "Where termination is triggered by the Service provider, termination may take effect immediately or on such other date as the Service provider specifies" %}.

8.3.3 {% trans "Following termination by the Service provider, access to the Service will be restricted to such functionality as the Service provider considers necessary to allow the Organisation to view and settle outstanding invoices and, where applicable, download its client data during the applicable retention period" %}.

8.3.4 {% trans "Termination by the Service provider does not cancel or otherwise extinguish any amount that became due before the effective date of termination" %}.

8.3.5 {% trans "Following termination by the Service provider, the Organisation may not resume use of the Service or create a new account without the prior approval of the Service provider" %}.

9. Limitation of liability

9.1 {% trans "The Service is provided “as is” without warranties of any kind" %}.

9.2 {% trans "To the maximum extent permitted by law, the Service provider shall not be liable for any indirect, incidental, or consequential damages arising from use of the Service" %}.

10. Governing law and jurisdiction

10.1 {% trans "These Terms are governed by the laws of the Republic of South Africa" %}.

10.2 {% trans "Any disputes arising from these Terms shall be subject to the exclusive jurisdiction of the Eastern Cape Division of the High Court of South Africa, headquartered in Makhanda (formerly Grahamstown)" %}.

11. Changes to terms

11.1 {% trans "The Service provider reserves the right to update these Terms from time to time" %}.

11.2 {% trans "Continued use of the Service after changes constitutes acceptance of the updated Terms" %}.

End of Terms of Service