These Terms of Service (“Terms”) constitute a legally binding agreement between you or the firm you represent (“Customer”, “you”) and Digiiworks Legal (“Digiiworks”, “we”, “us”) governing your access to and use of the Digiiworks Legal practice management platform and associated services (the “Service”). By creating an account or using the Service, you agree to be bound by these Terms.

These Terms are governed by the laws of the Republic of South Africa, including the Electronic Communications and Transactions Act 25 of 2002 (“ECTA”), the Consumer Protection Act 68 of 2008 (“CPA”), and the Protection of Personal Information Act 4 of 2013 (“POPIA”).

1. Definitions

Account means the user account created to access the Service.
Customer Data means all data uploaded to or generated within the Service by the Customer or its users.
Fees means the subscription and other charges payable for the Service.
Subscription means the tier of access purchased by the Customer.
Billing Cycle means the monthly or annual period for which Fees have been paid in advance, commencing on the subscription start date or the most recent renewal date.

2. Eligibility and acceptance

You warrant that you are at least 18 years old, have full legal capacity, and are duly authorised to bind the firm on whose behalf you accept these Terms. If you do not agree with these Terms, you must not use the Service.

3. Right of use

Subject to payment of the Fees and compliance with these Terms, we grant you a non-exclusive, non-transferable, non-sublicensable right to access and use the Service for your internal business purposes during the subscription term.

4. Account registration and security

You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your Account. You must notify us immediately of any unauthorised use. We are not liable for any loss arising from your failure to comply with this clause.

5. Acceptable use

You may not, and may not permit any third party to:

use the Service in contravention of any applicable law, including ECTA, the Cybercrimes Act 19 of 2020, or the Legal Practice Act 28 of 2014;
upload unlawful, defamatory, infringing, or malicious content;
attempt to gain unauthorised access to, interfere with, or disrupt the Service or its underlying infrastructure;
reverse engineer, decompile, or create derivative works of the Service;
resell or white-label the Service without our written consent.

6. Fees and payment

Fees are payable strictly in advance, either monthly or annually as elected by the Customer at the time of subscription, in South African Rand and inclusive of Value-Added Tax where applicable. Access to the Service is contingent on receipt of the applicable Fees for the relevant Billing Cycle. No Fees are refundable for any partial or unused portion of a Billing Cycle save as expressly provided in these Terms or as required by law.

Right to adjust Fees. We reserve the right to review and increase the Fees from time to time. Any such adjustment will be communicated to the Customer in writing not less than 30 (thirty) days’ before the effective date of the new Fees. Any Fee adjustment will be fair, reasonable and justifiable, and will comply with section 48 of the Consumer Protection Act 68 of 2008 (“CPA”) (prohibition against unfair, unreasonable or unjust contract terms) where that section applies to the Customer.

Continued use of the Service after the effective date of a Fee adjustment constitutes acceptance of the adjusted Fees. A Customer who does not wish to accept a Fee increase may cancel the subscription, with effect from the effective date of the increase, by giving written notice to us before that date. Where cancellation is effected on this basis, no Fee increase shall apply to the notice period and no cancellation penalty shall be levied in respect of the price adjustment itself.

Overdue amounts. Fees not paid on the due date accrue interest at the rate prescribed under the Prescribed Rate of Interest Act 55 of 1975, calculated daily from the due date until the date of actual payment.

Statutory cooling-off. The cooling-off rights conferred by section 14 of the CPA apply only to natural persons and to juristic persons whose asset value or annual turnover is below the threshold determined by the Minister from time to time (currently R2 000 000, per the Consumer Protection Act, 2008 (Threshold) Notice). Where the subscription constitutes an electronic transaction to which section 44 of the Electronic Communications and Transactions Act 25 of 2002 applies, a qualifying Customer may cancel without reason and without penalty within 7 (seven) days of conclusion of the agreement or receipt of the Service, whichever is the later. For juristic persons above the CPA threshold, these statutory cooling-off provisions do not apply and the contractual cancellation provisions of these Terms govern.

7. Customer Data

You retain all right, title, and interest in Customer Data. You grant us a limited licence to process Customer Data solely to provide and support the Service. We act as an operator under POPIA and process Customer Data only on your documented instructions, as further described in our Privacy Policy and POPIA Statement.

8. Professional responsibility

The Service is a software tool and does not constitute legal advice. You remain solely responsible for your professional conduct, compliance with the rules of the Legal Practice Council, trust accounting obligations under the Legal Practice Act, and the quality of legal services rendered to your clients.

9. Intellectual property

All intellectual property in the Service, including software, designs, text, graphics, and trademarks, is owned by or licensed to Digiiworks. No rights are granted to you except as expressly set out in these Terms.

10. Availability and support

We use commercially reasonable efforts to make the Service available 24/7, excluding scheduled maintenance and circumstances beyond our reasonable control. Support is provided during South African business hours via support@digiiworks.co.

11. Suspension and termination

Suspension or termination by us. We may suspend or terminate the Customer’s access to the Service, with immediate effect and without liability, if the Customer materially breaches these Terms, fails to pay Fees when due, or uses the Service in a manner that threatens its integrity or the security of other users. Where the breach is capable of remedy, we will, where reasonably practicable, give the Customer a reasonable opportunity to remedy the breach before terminating.

Cancellation by the Customer. The Customer may cancel the subscription at any time on written notice. The cancellation will take effect at the end of the current Billing Cycle for which Fees have been paid. The Service will continue to be fully accessible for the remainder of that paid period, and no pro-rata refund will be made in respect of any unused portion of that period, save as required by law. For Customers on an annual subscription, the pre-paid annual Fee is non-refundable in respect of any unused months for the same reason, subject to the general prepayment provisions in clause 6.

CPA-qualifying Customers. Where the Customer is a natural person, or a juristic person whose asset value or annual turnover is below the threshold prescribed under the CPA, and the subscription is a fixed-term agreement contemplated by section 14 of the CPA, the Customer may cancel the agreement on 20 (twenty) business days’ written notice. In that event, we may impose a reasonable cancellation penalty as contemplated by regulation 5 of the Consumer Protection Act Regulations, having regard to the unexpired portion of the term, the value of the Service provided, the Fees paid, the duration of the agreement, and any loss we will suffer as a result of the cancellation. Fees already paid in respect of Services rendered prior to cancellation remain non-refundable.

Customer Data export. Upon termination or cancellation from any cause, we will provide the Customer with a reasonable opportunity (being not less than 30 (thirty) days from the effective date of termination) to export Customer Data, after which we may irreversibly delete such data from our systems, subject to any retention obligations imposed by law.

11A. Auto-renewal

Unless the Customer gives written notice of non-renewal prior to the expiry of the current subscription term, the subscription will automatically renew for a further term of the same duration at the Fees then in effect. For Customers to whom section 14 of the CPA applies (being natural persons and juristic persons below the prescribed threshold), we will give written notice of the impending expiry and any material changes to the renewal terms not more than 80 (eighty) and not less than 40 (forty) business days before the expiry date, as required by regulation 5(2) of the Consumer Protection Act Regulations. A qualifying Customer may elect not to renew by responding to that notice, failing which the agreement will continue on a month-to-month basis at the prevailing monthly Fees.

For juristic persons whose asset value or annual turnover exceeds the CPA threshold, section 14 of the CPA does not apply, and the auto-renewal, notice, and cancellation provisions of these Terms govern the relationship without modification.

12. Warranties and disclaimers

Except as expressly set out in these Terms and to the maximum extent permitted by law (including section 55 of the CPA), the Service is provided “as is” and “as available”, without warranties of any kind, whether express or implied.

13. Limitation of liability

To the maximum extent permitted by law, Digiiworks’ aggregate liability arising out of or relating to the Service, whether in contract, delict (including negligence) or otherwise, shall not exceed the Fees paid by you in the 12 months preceding the event giving rise to the claim. We shall not be liable for any indirect, incidental, consequential, or special damages, including loss of profits, data, or goodwill. Nothing in these Terms excludes liability that may not be limited by law, including liability for gross negligence or wilful misconduct.

14. Indemnity

You indemnify and hold harmless Digiiworks, its directors, employees, and agents from any claim, loss, or damage arising out of your breach of these Terms, your use of the Service, or Customer Data.

15. Force majeure

Neither party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, load shedding of extended duration, war, civil unrest, or failures of telecommunications infrastructure.

16. Amendments

We may amend these Terms from time to time. Material changes will be communicated in writing at least 20 business days before taking effect. Your continued use after the effective date constitutes acceptance.

17. Dispute resolution

The parties shall attempt in good faith to resolve any dispute by negotiation. Failing resolution within 20 business days, the dispute shall be referred to confidential arbitration under the rules of the Arbitration Foundation of Southern Africa (AFSA), seated in Johannesburg, in English, by a single arbitrator. This clause does not preclude either party from seeking urgent interdictory relief from a court of competent jurisdiction.

18. Governing law and jurisdiction

These Terms are governed by the laws of the Republic of South Africa. Subject to clause 17, the parties consent to the exclusive jurisdiction of the High Court of South Africa, Gauteng Division, Johannesburg.

19. General

These Terms, together with the Privacy Policy and POPIA Statement, constitute the entire agreement between the parties. If any provision is found to be unenforceable, the remainder shall remain in full force and effect. No failure or delay in exercising any right shall constitute a waiver thereof.

20. Contact

Queries regarding these Terms may be directed to legal@digiiworks.co.