EDIT AGREEMENT
1. DEFINITIONS
1.1. For the purposes of this Agreement, the following terms shall have the meanings set forth below:
1.1.1. "User" means any individual or entity who registers on the Company’s platform to access, use, and edit the Templates, whether for personal, professional, or commercial purposes.
1.1.2. "Templates" refers to the documents, forms, contracts, agreements, or other materials made available on the Company’s platform for Users to access, edit, and customise.
1.1.3. "Platform Editor" means the online editing tool or feature provided by the Company that allows Users to edit, modify, or customise the Templates according to their preferences.
1.1.4. "Company" refers to BRIEFCASE (PTY) LTD with Registration Number: 2025/037753/07), the entity providing the platform, Templates, and the Platform Editor, as well as facilitating access of the Platform to the Users.
1.1.5. "Agreement" refers to this Edit Agreement, which governs the use of the Templates, Platform Editor, and the interaction between the User and the Company.
1.1.6. "Platform" refers to the online platform owned and operated by the Company, where Users can access and edit Templates and utilise the Platform Editor.
1.1.7. "Intellectual Property" refers to all copyrights, trademarks, trade secrets, and other intellectual property rights, whether registered or unregistered, in the Templates, Platform Editor, and any other content provided by the Company.
1.1.8. "No Attorney-Client Relationship" means the explicit statement that no legal advice is provided by the Company, and no professional legal representation or attorney-client relationship is formed between the Company and the User by accessing, editing, or using the Templates.
1.1.9. "Indemnification" refers to the User's obligation to hold the Company harmless from any claims, damages, or losses arising from the User’s use or editing of the Templates, including but not limited to legal fees, costs, or other liabilities.
1.1.10. "Legal Advice" refers to any form of professional guidance, consultation, or recommendation pertaining to specific legal matters, which is not offered by the Company in relation to the use of the Templates.
1.1.11. "Termination" refers to the cessation of the User's access to the Platform, the Platform Editor, and the Templates, whether initiated by the Company or the User, based on breach of terms or other reasons as set forth in this Agreement.
1.1.12. "Force Majeure" means any event or circumstance beyond the reasonable control of the Company that prevents or delays the performance of their obligations under this Agreement, including but not limited to acts of God, natural disasters, strikes, or governmental actions.
1.1.13. "Platform Terms" refers to the terms and conditions of use that govern the overall access to the Company’s platform, which may be separate from this Edit Agreement but are applicable to the User’s activities on the platform.
2. NO ATTORNEY-CLIENT RELATIONSHIP
2.1. By accessing, using, or interacting with the Company’s platform, including but not limited to editing, modifying, or customising any Templates, the User acknowledges and agrees that:
2.1.1. No Attorney-Client Relationship is created between the User and the Company. The User further acknowledges that the Company is not acting as legal representatives, attorneys, or legal advisors in any capacity with respect to the User’s use of the Platform, the Templates, or any edits made to such templates.
2.1.2. The User understands that any interaction or editing of the templates does not constitute legal advice. The provision of Templates and access to the Platform Editor is for informational purposes only and does not constitute professional legal consultation or counsel.
2.2. The Company expressly disclaims any liability. The Templates provided on the platform are for informational purposes only and may not be suitable for the User's specific legal needs or circumstances. The User is advised to seek independent legal advice from a qualified attorney if they have any concerns or questions regarding the legal validity or appropriateness of the Templates or their edits.
2.3. The User understands and agrees that by editing, using, or relying on the Templates, the User does so at their own risk. The Company shall not be liable for any legal consequences, losses, or damages arising from the User’s use of the Templates or the Platform Editor.
2.4. Any interactions between the User and the Company shall not be subject to attorney-client privilege or confidentiality protections. The User acknowledges that any information provided to the Company is not protected by legal privilege.
3. USER'S ACKNOWLEDGEMENT OF RISK
3.1. The User acknowledges and agrees that they are solely responsible for any and all edits, modifications, or customisations made to the Templates through the Platform Editor. The User understands that any changes made to the templates are done at their own discretion and risk.
3.2. The User further acknowledges and agrees that any legal consequences, liabilities, claims, or damages arising from the use, editing, or application of the Templates, including but not limited to the legality, enforceability, or appropriateness of any edited template, shall be solely their responsibility.
3.3. The Company shall not be held liable for any issues, disputes, or legal repercussions that may arise from the User's use or editing of the Templates. The User acknowledges that the Company makes no representation or warranty regarding the legal sufficiency or accuracy of the edited templates.
3.4. The User understands that it is their responsibility to seek independent legal advice to ensure that the edited Templates meet their specific needs and comply with applicable laws and regulations.
4. USE OF TEMPLATES
4.1. The User is granted a limited, non-exclusive, non-transferable license to access, use, edit, and modify the Templates provided on the Company’s platform, solely for lawful purposes and in accordance with this Agreement. The User agrees to use the Templates only for personal, professional, or commercial purposes that comply with applicable laws and regulations.
4.2. The User shall not:
4.2.1. Resell, redistribute, sublicense, or reproduce the Templates in whole or in part, except as expressly permitted in this Agreement;
4.2.2. Use the Templates for unlawful or fraudulent activities, or in a manner that infringes upon the intellectual property rights of the Company or any third party.
4.3. The User acknowledges and agrees that the Templates are provided as general guides or frameworks and are not intended to replace or substitute professional legal advice tailored to the User’s specific circumstances or legal needs.
4.4. The User acknowledges that:
4.4.1. The Templates are not customised to meet the User’s individual legal requirements, jurisdictional laws, or particular industry standards;
4.4.2. The Company makes no guarantees, representations, or warranties regarding the applicability, enforceability, or suitability of the Templates for the User’s specific purposes.
4.5. The User is responsible for reviewing and verifying the accuracy, relevance, and compliance of the Templates, including any modifications made through the Platform Editor, with applicable legal standards and requirements.
4.6. The User is encouraged to obtain independent legal advice to ensure that the Templates, as edited or used, are suitable for their specific circumstances and comply with relevant laws and regulations.
5. EXCLUSION OF LIABILITY
5.1. The User acknowledges and agrees that the Company and their affiliates, officers, employees, and agents (collectively, the “Indemnified Parties”) shall not be liable for any damages, losses, costs, claims, or legal disputes arising directly or indirectly from the User’s use, editing, modification, or reliance upon the Templates.
5.2. The Templates and the Platform Editor are provided on an “as-is” and “as-available” basis. The Company expressly disclaims all warranties, representations, and guarantees, whether express or implied, including but not limited to:
5.2.1. The suitability, enforceability, or accuracy of the Templates for any specific purpose or jurisdiction;
5.2.2. The compatibility of the Templates with the User’s specific legal requirements; and
5.2.3. The uninterrupted or error-free operation of the Platform Editor or the Platform.
5.3. To the fullest extent permitted by law, the Company shall not be liable for any indirect, incidental, consequential, punitive, or special damages, including but not limited to loss of profits, business opportunities, data, or reputation, arising out of or in connection with the User’s access to, use of, or editing of the Templates.
5.4. The User assumes full responsibility for:
5.4.1. Reviewing, editing, and ensuring the suitability and compliance of the Templates with applicable laws and regulations;
5.4.2. Any legal disputes, claims, or liabilities resulting from the use or reliance on the edited templates; and
5.4.3. Any decisions or actions taken based on the Templates, whether edited or unedited.
5.5. The User agrees to indemnify and hold harmless the Indemnified Parties from and against any claims, damages, losses, costs, or liabilities, including reasonable attorney’s fees, arising from:
5.5.1. The User’s use, editing, or distribution of the Templates;
5.5.2. Any third-party claims arising from the User’s reliance on the edited templates; and
5.5.3. The User’s breach of this Agreement or applicable laws.
6. INTELLECTUAL PROPERTY
6.1. The User acknowledges and agrees that the Templates, as well as any associated documentation, content, or materials, are and shall remain the exclusive intellectual property of the Company. All rights, title, and interest in and to the Templates, including copyrights, trademarks, and other proprietary rights, are owned by the Company and are protected under applicable intellectual property laws.
6.2. The User is granted a limited, non-exclusive, non-transferable, and revocable license to access, use, and edit the Templates solely through the Platform Editor, for lawful and personal use, subject to the terms of this Agreement. This license does not transfer or convey any ownership rights, title, or interest in the Templates to the User.
6.3. The User agrees that they shall not:
6.3.1. Reproduce, copy, distribute, sell, sublicense, or publicly display the Templates or any edited versions thereof, except for lawful use within their personal or professional capacity;
6.3.2. Reverse-engineer, decompile, or otherwise attempt to extract the source code or underlying methodologies of the Templates or the Platform Editor;
6.3.3. Claim ownership of the Templates or assert any intellectual property rights over the unedited or edited templates.
6.4. The User acknowledges and agrees that they shall not remove, obscure, or alter any copyright, trademark, or proprietary notices on the Templates.
6.5. The limited license granted to the User shall immediately terminate in the event of:
6.5.1. The User’s breach of this Agreement;
6.5.2. The termination of the User’s access to the Platform; or
6.5.3. Written notice from the Company revoking the license for any reason, in its sole discretion.
6.6. All rights not expressly granted to the User under this Agreement are reserved by the Company.
7. NO LEGAL ADVICE
7.1. The User acknowledges and agrees that the Templates provided on the Platform are general guides or frameworks designed to assist in drafting legal documents and do not constitute legal advice. The User further understands that the Company does not provide legal counsel, representation, or any services that could be construed as legal practice.
7.2. The User acknowledges that the use of the Platform, Templates, or any communication with the Company does not create an attorney-client relationship. The Company does not assume any duty of care or fiduciary responsibility toward the User.
7.3. The User is strongly encouraged to seek independent legal advice from a qualified legal professional to ensure that the Templates, whether edited or unedited, are appropriate, accurate, and compliant with applicable laws and regulations. The Company does not guarantee that the Templates will meet the User’s specific legal requirements or objectives.
7.4. The Company provides the Templates and Platform solely as tools to facilitate the drafting of legal documents. The User acknowledges and agrees that:
7.4.1. The Templates provided by the Company does not offer tailored solutions or recommendations based on the User’s individual circumstances;
7.4.2. The responsibility for the proper use, editing, and application of the Templates lies solely with the User.
7.5. The Company expressly disclaims any representation, warranty, or guarantee regarding the accuracy, completeness, or suitability of the Templates for any specific legal purpose. The User acknowledges that reliance on the Templates is entirely at their own discretion and risk.
8. USER RESPONSIBILITIES
8.1. The User acknowledges and agrees that they are solely responsible for ensuring that any edits or modifications made to the Templates comply with all applicable laws, regulations, and legal standards relevant to their specific circumstances, jurisdiction, and intended use.
8.2. The User is responsible for thoroughly reviewing and verifying the accuracy, completeness, and suitability of the Templates, including any modifications made through the Platform Editor. The User acknowledges that the Company does not provide any guarantee, warranty, or assurance regarding the effectiveness, validity, or enforceability of the final templates.
8.3. The User assumes all risks associated with editing and using the Templates, including but not limited to:
8.3.1. Errors, omissions, or inaccuracies in the final templates;
8.3.2. Legal disputes, liabilities, or claims arising from the use or reliance on the edited templates;
8.3.3. Consequences of non-compliance with applicable laws or failure to meet specific legal requirements.
8.4. The User agrees that:
8.4.1. The Company is not involved in determining the suitability or legality of the User’s edits or modifications;
8.4.2. The responsibility for any decisions, actions, or outcomes resulting from the use of the Templates lies solely with the User.
8.5. The User shall not use the Templates or the Platform Editor:
8.5.1. For unlawful or fraudulent purposes;
8.5.2. In a manner that infringes the rights of third parties, including intellectual property or privacy rights;
8.5.3. To mislead, deceive, or engage in unethical or unprofessional conduct.
8.6. The User is encouraged to seek independent legal advice to ensure that the edited Templates are suitable and comply with all applicable laws and regulations.
9. INDEMNIFICATION
9.1. The User agrees to indemnify, defend, and hold harmless the Company and its affiliates, officers, employees, agents, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or related to:
9.1.1. The User’s use, editing, or modification of the Templates;
9.1.2. Any legal disputes, liabilities, or claims arising from the User’s reliance on the edited templates;
9.1.3. The User’s breach of any terms of this Agreement;
9.1.4. The User’s violation of any applicable laws, regulations, or third-party rights in connection with their use of the Templates or the Platform Editor.
9.2. The Company shall promptly notify the User in writing of any claims, demands, or legal proceedings for which indemnification is sought. Failure to provide such notice shall not relieve the User of their indemnification obligations.
9.3. The User shall have the right to control and direct the defence of any claim for which indemnification is sought, provided that:
9.3.1. The User conducts the defence diligently and in good faith;
9.3.2. The User does not settle the claim or agree to any judgment without the prior written consent of the Company, which shall not be unreasonably withheld;
9.3.3. The Company may, at its own expense, participate in the defence of the claim with counsel of its choosing.
9.4. The indemnification obligations set forth in this clause shall survive the termination or expiration of this Agreement and shall not limit any other rights or remedies available to the Indemnified Parties under applicable law.
10. PLATFORM ACCESS AND TERMINATION
10.1. The User is granted access to the Platform and its features, including the Platform Editor and Templates, subject to compliance with this Agreement and the Company’s policies. Access is provided at the sole discretion of the Company and may be revoked or modified at any time as outlined below.
10.2. The Company reserves the right to suspend or terminate the User’s access to the Platform, including the Platform Editor and Templates, without prior notice if:
10.2.1. The User breaches any provision of this Agreement;
10.2.2. The User engages in any unauthorised or unlawful use of the Platform or Templates;
10.2.3. The User’s actions pose a security risk, disrupt the functionality of the Platform, or harm other Users or the Company.
10.2.4. The User provides false, inaccurate, or misleading information in connection with their use of the Platform;
10.2.5. The Company, in its sole discretion, determines that the User’s continued access would compromise the integrity, security, or reputation of the Platform.
10.3. The User may terminate their access to the Platform by ceasing all use of the Platform and notifying the Company in writing. Termination by the User does not entitle them to a refund of any fees paid, except as explicitly provided in the Company’s refund policy.
10.4. Upon termination of access:
10.4.1. The User’s license to use and edit the Templates shall immediately terminate;
10.4.2. The User shall cease all use of the Platform and Templates and delete or destroy any downloaded or retained copies of Templates;
10.4.3. The Company shall not be liable for any damages or losses resulting from the termination of access to the Platform.
10.5. The Company shall not be liable for any claims, damages, or losses arising out of the suspension, termination, or restriction of the User’s access to the Platform, whether such action is taken with or without notice.
10.6. Any provisions of this Agreement that by their nature extend beyond termination, including but not limited to clauses regarding indemnification, intellectual property, exclusion of liability, and disclaimers, shall survive the termination of access to the Platform.
11. GOVERNING LAW AND JURISDICTION
11.1. This Agreement, including its interpretation, validity, and enforcement, shall be governed by and construed in accordance with the laws of the Republic of South Africa, without regard to its conflict of law principles.
11.2. The User agrees that any disputes, claims, or legal proceedings arising out of or in connection with this Agreement, the Platform, or the Templates shall be subject to the exclusive jurisdiction of the courts of the Republic of South Africa, in Durban, KwaZulu-Natal.
11.3. Before initiating any formal legal proceedings, the parties are encouraged to resolve disputes amicably through direct negotiation or mediation.
11.4. By accepting this Agreement, the User consents to the jurisdiction of the South African courts as stipulated herein, regardless of their location or the location where the Platform or Templates are accessed or used.
12. AMENDMENTS
12.1. The Company reserves the right to amend, modify, or update the terms and conditions of this Agreement at any time, at its sole discretion.
12.2. Any amendments to this Agreement will take effect immediately upon being posted on the Platform unless a later effective date is specified. The updated Agreement will supersede all previous versions.
12.3. The Company will take reasonable steps to notify Users of amendments to this Agreement, such as through notifications on the Platform or via email. However, it is the User’s responsibility to regularly review the terms of this Agreement to stay informed of any changes.
12.4. By continuing to use the Platform, Platform Editor, or Templates after amendments are made, the User acknowledges and agrees to be bound by the updated terms of the Agreement. If the User does not agree to the amended terms, they must discontinue use of the Platform and notify the Company in writing.
13. PRIVACY AND DATA PROTECTION
13.1. The Company is committed to protecting the personal information of Users in accordance with the Protection of Personal Information Act, 2013 ("POPIA"). This clause outlines how the Company collects, processes, stores, and protects personal information provided by Users.
13.2. Collection and Use of Personal Information:
13.2.1. The Company collects personal information only to the extent necessary for providing access to the Platform, facilitating the use of the Platform Editor, and ensuring the functionality of the Templates.
13.2.2. The User consents to the collection, use, and processing of their personal information in accordance with the terms of this Agreement and the Company’s Privacy Policy, which is available on the Platform website (www.briefcaseorg.com).
13.3. The User’s personal information may be processed for the following purposes:
13.3.1. To provide access to and manage the User’s account on the Platform;
13.3.2. To communicate with the User regarding updates, notifications, and Platform-related matters;
13.3.3. To improve the Platform’s functionality and user experience;
13.3.4. To comply with legal and regulatory requirements.
13.4. The Company implements reasonable technical and organisational measures to safeguard the User’s personal information against unauthorised access, loss, damage, or destruction.
13.5. The Company shall not share the User’s personal information with third parties without the User’s consent, except where required by law or where necessary to provide services under this Agreement.
13.6. The User has the right to:
13.6.1. Access their personal information held by the Company;
13.6.2. Request the correction, updating, or deletion of their personal information;
13.6.3. Withdraw their consent for the processing of their personal information, subject to legal or contractual limitations.
13.7. The Company will retain the User’s personal information only for as long as necessary to fulfil the purposes outlined in this Agreement or as required by applicable law.
13.8. Users may direct any privacy-related questions, concerns, or requests to the Company via the ‘Contact Us’ toggle on the Company Webpage.
13.9. This clause is supplemented by the Company’s detailed Privacy Policy, which is incorporated by reference into this Agreement. The Privacy Policy provides further information on the Company’s practices regarding the collection, use, and protection of personal information.
14. FORCE MAJEURE
14.1. The shall not be held liable for any failure or delay in the performance of their obligations under this Agreement due to circumstances beyond their reasonable control. Such circumstances may include, but are not limited to:
14.1.1. Acts of God, natural disasters, or extreme weather conditions;
14.1.2. Fires, floods, earthquakes, or pandemics;
14.1.3. Wars, riots, civil unrest, or acts of terrorism;
14.1.4. Governmental actions, regulations, or restrictions;
14.1.5. Strikes, labour disputes, or industrial action;
14.1.6. Power outages, technical failures, or interruptions in communication networks or services;
14.1.7. Any other event or circumstance beyond the reasonable control of the Company.
14.2. In the event of a Force Majeure, the affected party shall:
14.2.1. Notify the other party promptly, providing details of the event and its anticipated impact on their performance; and
14.2.2. Use reasonable efforts to mitigate the effects of the Force Majeure event and resume performance as soon as practicable.
14.3. During the period of the Force Majeure event:
14.3.1. The affected party’s obligations under this Agreement shall be suspended to the extent that performance is prevented or delayed; and
14.3.2. Neither party shall be deemed to be in breach of this Agreement for failure to perform their obligations during this time.
14.4. If a Force Majeure event continues for a period exceeding 30 (thirty) days, either party may terminate this Agreement by providing written notice to the other party. Termination under this clause shall not entitle either party to compensation for losses or damages resulting from the Force Majeure event.
14.5. Force Majeure shall not excuse any failure to make payments due under this or any other Agreement or any other obligation that could reasonably be performed despite the occurrence of the Force Majeure event.
15. DISPUTE RESOLUTION
15.1. In the event of any dispute, claim, or disagreement arising out of or in connection with this Agreement, the parties shall first attempt to resolve the matter through good faith negotiation.
15.2. If the parties are unable to resolve the dispute through negotiation within 10 (ten) business days, either party may refer the dispute to mediation.
15.2.1. The mediation shall be conducted by a Briefcase (Pty) Ltd appointed mediator.
15.2.2. Each party shall bear its own costs associated with the mediation, and the cost of the mediator shall be shared equally.
15.3. If the dispute remains unresolved after mediation, the matter shall be referred to binding arbitration, unless the parties mutually agree otherwise.
15.3.1. The arbitration shall be conducted in accordance with the rules of the Arbitration Foundation of Southern Africa (AFSA) or a similar recognised arbitration body.
15.3.2. The arbitration proceedings shall take place in Durban, South Africa, and shall be conducted in English.
15.3.3. The decision of the arbitrator(s) shall be final and binding on the parties, and may be made an order of court.
15.4. The following matters shall not be subject to arbitration:
15.4.1. Applications for urgent or interim relief, including interdicts or injunctions;
15.4.2. Claims for unpaid fees or payments owed under this Agreement.
15.5. All negotiations, mediations, and arbitration proceedings conducted under this clause shall be kept confidential and shall not be disclosed to third parties, except as required by law or to enforce a legal right.
16. USER CONDUCT
16.1. By accessing and using the Platform, the User agrees to conduct themselves in a lawful, ethical, and respectful manner. The User shall not engage in any activity that is illegal, unethical, harmful, or in violation of this Agreement.
16.2. The User agrees not to:
16.2.1. Use the Platform or Templates for unlawful, fraudulent, or deceptive purposes, including but not limited to the creation of fraudulent documents or contracts;
16.2.2. Upload, post, or transmit any content that is defamatory, obscene, offensive, or otherwise harmful;
16.2.3. Attempt to gain unauthorised access to the Platform, its servers, or other systems, or engage in any activity that may disrupt the functionality or security of the Platform;
16.2.4. Violate the intellectual property rights of the Company or any third party;
16.2.5. Misrepresent their identity or affiliation while using the Platform or editing Templates;
16.2.6. Use automated systems, bots, or scraping tools to access or extract data from the Platform without the Company’s written consent.
16.3. The User is solely responsible for ensuring that their use of the Platform and their edits to the Templates comply with all applicable laws, regulations, and professional standards.
16.4. The Company reserves the right to investigate and take appropriate action against Users who violate this clause, including but not limited to:
16.4.1. Suspension or termination of the User’s access to the Platform;
16.4.2. Reporting unlawful activities to law enforcement authorities;
16.4.3. Pursuing legal remedies for damages caused by the User’s misconduct.
16.5. The User acknowledges and agrees that their actions while using the Platform may have legal consequences, and they bear full responsibility for any liabilities, claims, or disputes arising from their conduct.
17. NO GUARANTEE OF OUTCOME
17.1. The User acknowledges and agrees that the Company makes no representations or guarantees regarding the legal effectiveness, compliance, or outcomes of any Template, whether edited or unedited. The Templates are provided solely as general guides and are not tailored to the User’s specific circumstances.
17.2. The User is solely responsible for ensuring that any edited Template meets their specific legal needs and complies with applicable laws and regulations. The Company does not guarantee that any template, once edited, will result in legally valid or enforceable documents or that such documents will achieve any specific result or outcome.
17.3. By editing or using any Template, the User acknowledges that there is no assurance or guarantee of a particular legal outcome, success in legal proceedings, or desired result from the use of the template. The Company disclaims any responsibility for the outcome of the User’s use or modification of the Templates.
17.4. The User is encouraged to seek professional legal advice from a qualified attorney to ensure that the edited Templates meet their specific needs and comply with applicable laws.
18. DISCLAIMERS
18.1. The User acknowledges and agrees that the Company makes no representations or warranties of any kind, whether express or implied, regarding:
18.1.1. The accuracy, reliability, or completeness of the Templates provided on the Platform;
18.1.2. The fitness of the Templates for any particular purpose or use;
18.1.3. The User’s ability to use or edit the templates successfully to achieve their intended legal outcomes;
18.1.4. The legal effectiveness or enforceability of any edited Templates;
18.1.5. The absence of any errors or omissions in the Templates or Platform.
18.2. To the fullest extent permitted by law, the Company disclaims all implied warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
18.3. The User acknowledges and agrees that any use of the Platform, Templates, or edited Templates is at their own risk. The Company shall not be held liable for any damages, losses, or legal consequences arising from the use of the templates, whether edited or not, or from any reliance on the content of the templates.
18.4. The Company does not endorse, guarantee, or make any representations about any third-party services, products, or websites linked to or from the Platform. The User is solely responsible for assessing and verifying the legality, suitability, and effectiveness of any third-party services or products they may use in conjunction with the Templates.
19. USER’S RIGHT TO SEEK INDEPENDENT LEGAL ADVICE
19.1. The User is strongly encouraged to seek independent legal advice from a qualified attorney before finalising, using, or relying on any edited Template. This is particularly important in situations involving complex legal or regulatory requirements, or where the User’s specific legal circumstances may differ from the general nature of the templates provided on the Platform.
19.2. The Templates provided by the Company are not a substitute for professional legal advice. The User acknowledges that the templates are general guides and may not address the unique legal needs or issues the User may face in their specific situation.
19.3. The User is solely responsible for ensuring that the final edited templates comply with all applicable laws, regulations, and legal requirements, and that the use of such templates does not result in legal liability or adverse consequences.
19.4. The Company shall not be liable for any legal consequences, damages, or losses arising from the User’s decision not to seek independent legal advice or from the User’s reliance on the Templates in situations where professional legal counsel is advisable.
20. USER FEEDBACK
20.1. The User may, at their discretion, provide feedback, suggestions, or recommendations regarding the Templates, Platform, or related services (“Feedback”) to the Company.
20.2. By submitting Feedback, the User grants the Company a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to use, reproduce, adapt, modify, distribute, and otherwise exploit such Feedback for any purpose, including but not limited to improving the Templates, Platform, and related services.
20.3. The User acknowledges and agrees that:
20.3.1. Providing Feedback is voluntary and does not create any legal or contractual obligation on the part of the Company to act on, implement, or compensate the User for the Feedback;
20.3.2. The Company is under no obligation to maintain the confidentiality of any Feedback submitted by the User.
20.4. The Company may use the Feedback without attributing it to the User or obtaining further consent.
20.5. The User waives any moral rights or other claims related to the use of their Feedback, except as prohibited by law.
21. THIRD-PARTY CONTENT
21.1. If the Platform permits the User to incorporate or reference content from third-party sources (“Third-Party Content”) into the Templates, the User acknowledges that such Third-Party Content is not provided, endorsed, or verified by the Company.
21.2. The User assumes sole responsibility for ensuring that any Third-Party Content incorporated into the Templates:
21.2.1. Is accurate, complete, and up to date;
21.2.2. Complies with all applicable laws, regulations, and legal requirements; and
21.2.3. Does not infringe on the intellectual property rights or other legal rights of third parties.
21.3. The Company disclaims all responsibility and liability for:
21.3.1. The accuracy, legality, or reliability of Third-Party Content incorporated or referenced by the User;
21.3.2. Any legal or other consequences resulting from the User’s use of Third-Party Content; and
21.3.3. Any disputes or claims arising from the inclusion of Third-Party Content in the edited Templates.
21.4. The User shall not incorporate Third-Party Content that is defamatory, illegal, or otherwise violates the terms of this Agreement or applicable laws.
21.5. The User agrees to indemnify and hold harmless the Company against any claims, damages, losses, or legal proceedings arising out of the User’s incorporation or use of Third-Party Content.
21.6. The Company is under no obligation to verify or review any Third-Party Content incorporated by the User into the Templates.
22. AVAILABILITY OF SERVICE
22.1. The Company does not guarantee uninterrupted or error-free access to the Platform or its services. Access to the Platform may be subject to interruptions, delays, or disruptions due to technical, operational, or external factors.
22.2. The Company reserves the right to:
22.2.1. Temporarily suspend access to the Platform for purposes such as maintenance, updates, or system upgrades;
22.2.2. Permanently discontinue or modify the availability of the Platform or any of its features at the Company’s sole discretion, with or without prior notice to Users.
22.3. Where feasible, the Company will provide reasonable notice to Users of planned maintenance or downtime through the Platform or other communication channels. However, the Company is not obligated to provide such notice in cases of emergency or unforeseen circumstances.
22.4. The Company shall not be held liable for any losses, damages, or inconveniences arising from:
22.4.1. Temporary unavailability of the Platform;
22.4.2. Suspension, discontinuation, or modification of the Platform’s services; or
22.4.3. Any delays or errors caused by external factors beyond the Company’s control, including but not limited to power outages, cyberattacks, or internet disruptions.
22.5. The User is responsible for ensuring that they retain access to any necessary legal documents or templates by downloading or saving their work before any anticipated disruptions to the Platform’s services.
23. SURVIVAL OF TERMS
23.1. The User agrees that certain provisions of this Agreement, by their nature or explicit intent, will remain binding and enforceable beyond the termination or expiration of this Agreement.
23.2. The following provisions, among others that are necessary to achieve the intent of this Agreement, shall survive the termination or expiration of this Agreement:
23.2.1. Indemnification (Clause 9): The User’s obligation to indemnify and hold harmless the Company;
23.2.2. Exclusion of Liability (Clause 5): The disclaimers and limitations of liability;
23.2.3. Intellectual Property (Clause 6): The ownership and licensing of the Templates;
23.2.4. Governing Law and Jurisdiction (Clause 11): The application of South African law and jurisdiction;
23.2.5. No Guarantee of Outcome (Clause 17): The disclaimers regarding the results of using or editing the Templates;
23.2.6. Disclaimers (Clause 18): All disclaimers regarding warranties and representations; and
23.2.7. User Feedback (Clause 19): The terms governing the use of User-submitted feedback.
23.3. The surviving provisions shall remain fully effective and enforceable to ensure the continued protection of the rights and obligations of the Company and Users as set out in this Agreement.
23.4. If any surviving provision is deemed unenforceable or invalid, the remaining provisions shall remain in full force and effect to the extent permitted by law.
24. NO TRANSFER OF RIGHTS
24.1. The User acknowledges and agrees that their rights and obligations under this Agreement are personal and cannot be assigned, transferred, or delegated to any other party without the prior written consent of the Company.
24.2. Any purported assignment, transfer, or delegation of rights or obligations by the User in violation of this clause shall be null, void, and of no legal effect.
24.3. The Company reserves the right to assign, transfer, or delegate its rights and obligations under this Agreement, in whole or in part, to any third party, including but not limited to affiliates, successors, or purchasers of the Company’s business, without requiring the User’s consent.
24.4. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.
25. SEVERABILITY
25.1. If any provision of this Agreement, or the application thereof to any person, entity, or circumstance, is found to be invalid, unlawful, or unenforceable by a court of competent jurisdiction or other authority, such provision shall be deemed severable and shall not affect the validity, lawfulness, or enforceability of the remaining provisions of this Agreement.
25.2. The invalidity or unenforceability of any provision shall apply only to the specific context or extent in which it is found to be invalid or unenforceable and shall not affect the remaining terms, which shall remain fully valid and enforceable.
25.3. If any provision is deemed invalid or unenforceable, the parties agree to negotiate in good faith to replace such provision with a valid and enforceable provision that most closely approximates the original intent and purpose of the invalid or unenforceable provision.
25.4. This Agreement shall remain in full force and effect, with its remaining terms construed so as to fulfil the original intentions of the parties to the greatest extent possible under applicable law.
26. NOTIFICATION AND COMMUNICATION
26.1. The Company will communicate with the User regarding this Agreement, platform updates, changes to terms, or other relevant legal or operational matters through the following methods:
26.1.1. Notifications will be sent to the email address provided by the User during registration. The User is responsible for ensuring that their email address is accurate and up to date.
26.1.2. Important updates may be communicated directly through notifications displayed on the Platform.
26.2. Notifications sent by the Company shall be deemed received:
26.2.1. In the case of email communication, on the date of sending;
26.2.2. In the case of Platform notifications, immediately upon being made available to the User on the Platform.
26.3. The User acknowledges and agrees that it is their responsibility to regularly check their email inbox and Platform notifications for communications from the Company.
26.4. The User must promptly update their contact information within their account settings on the Platform if there are any changes to their email address or other contact details. The Company shall not be held responsible for missed communications due to outdated or incorrect User contact information.
26.5. The Company reserves the right to communicate with the User regarding any legal or compliance-related matters through the above methods. Such communications are not to be construed as legal advice but are solely for the purposes of updating the User regarding their use of the Platform or this Agreement.
27. CONSENT TO USE OF PLATFORM
27.1. By accessing, using, or continuing to use the Platform, the User acknowledges that they have read, understood, and agreed to be bound by the terms and conditions set forth in this Edit Agreement.
27.2. The User’s continued use of the Platform constitutes their explicit consent to the terms of this Agreement and any amendments or updates to it as communicated in accordance with Clause 26 (Notification and Communication).
27.3. The User confirms that their use of the Platform is voluntary and undertaken with full knowledge and understanding of the rights, obligations, and limitations outlined in this Agreement.
27.4. Should the User disagree with any term of this Agreement or subsequent amendments, their sole remedy is to discontinue use of the Platform. Continued use of the Platform after any updates to the Agreement signifies the User’s acceptance of such updates.
27.5. The User acknowledges that it is their responsibility to review this Agreement and any updates or amendments regularly to remain informed of their rights and obligations under the terms of use.
28. LIMITATION OF LIABILITY
28.1. To the maximum extent permitted under applicable law, the Company shall not be liable for any:
28.1.1. Indirect, incidental, consequential, punitive, or special damages;
28.1.2. Loss of profits, revenue, business opportunities, or goodwill;
28.1.3. Loss or corruption of data; or
28.1.4. Costs or damages arising from legal disputes or compliance failures resulting from the User’s use, modification, or reliance on the Templates.
28.2. In all circumstances, the total liability of the Company to the User for any claim, whether in contract, delict, or otherwise, shall not exceed the amount paid by the User to the Company for 1 months’ access to or use of the specific Template giving rise to the claim.
28.3. The Company make no warranties, representations, or guarantees, whether express or implied, regarding the accuracy, suitability, completeness, or compliance of the Templates for the User’s specific needs or circumstances.
28.4. The User assumes full responsibility for any actions taken based on the use or modification of the Templates. The Company shall not be liable for any adverse legal, financial, or business consequences resulting from the User’s reliance on or edits to the Templates.
28.5. The Company shall not be liable for any failure to perform their obligations under this Agreement due to events beyond their reasonable control, as outlined in Clause 14 (Force Majeure).
29. ASSIGNMENT AND DELEGATION
29.1. The Company reserves the right to assign, transfer, or delegate its rights and obligations under this Agreement, in whole or in part, to any third party without the User’s prior consent. Such assignment or delegation will not relieve the Company of its obligations under this Agreement.
29.2. The User may not assign, transfer, or delegate their rights or obligations under this Agreement without the prior written consent of the Company. Any attempt to do so without such consent shall be deemed null and void.
29.3. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, permitted assigns, and legal representatives.
29.4. In the event of an assignment or delegation by the Company, the Company will notify the User via email or through the Platform.
29.5. Except as explicitly provided in this Agreement, no third party shall have any rights to enforce any terms of this Agreement, unless appointed by way of proxy by the Company.
30. ENTIRE AGREEMENT
30.1. This Agreement, together with any documents expressly referenced herein, constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, discussions, understandings, or representations, whether written or oral, related to the same subject matter.
30.2. No modification, amendment, or supplement to this Agreement shall be valid unless made in writing and signed by authorised representatives of both the Company and the User.
30.3. The parties acknowledge that they have read, understood, and voluntarily entered into this Agreement. Any prior or contemporaneous oral or written communications regarding the subject matter hereof shall not have any force or effect unless expressly incorporated into this Agreement.