Terms and Conditions – Enterprise

IMPORTANT LEGAL NOTICE – INCORPORATION BY REFERENCE 

These Terms & Conditions (“Terms & Conditions”) govern access to and use of certain software, services, documentation, and related offerings made available by Contract Corridor (“Company”). 

These Terms & Conditions are not intended to operate as a standalone agreement between Company and enterprise or contracted customers. Instead, they are incorporated by reference into, and form an integral part of, a written Software License Agreement entered into between Company and the applicable customer (“Client”). 

Where a Client has entered into a Software License Agreement with Company, these Terms & Conditions apply only to the extent incorporated into that Software License Agreement, and shall be read together with, and subject to, the Software License Agreement and any applicable annexures, order forms and/or project plans. 

Where a user accesses or uses the Software or Services without having entered into a written Software License Agreement with Company, these Terms & Conditions shall constitute the entire agreement between Company and such user and shall apply as a standalone contract. 

These Terms & Conditions apply only in the version in force as at the effective date of the applicable Software License Agreement, unless otherwise expressly agreed in writing by Company and Client. Company may update these Terms & Conditions from time to time for prospective customers or users. Such updates shall not apply retroactively to any Client who has already entered into a Software License Agreement, unless expressly incorporated into the Software License Agreement by written agreement of the Parties. 

1. Definitions, Interpretation, and Order of Precedence 

1.1 The definitions and interpretation rules in this Clause 1 apply to the Software License Agreement, these Terms & Conditions, and any annexure(s), schedule(s) or project plan(s) forming part of the contractual relationship between the Parties, unless expressly stated otherwise. 

1.2 Interpretation 

1.2.1 Words importing the singular include the plural and vice versa; words importing one gender include the others; and references to natural persons include juristic persons and vice versa. 

1.2.2 Headings are for convenience only and do not affect interpretation. 

1.2.3 References to legislation include amendments and re-enactments. 

1.2.4 “Include” and “including” mean “including without limitation”. 

1.2.5 References to days and months are to calendar days and calendar months unless stated otherwise. 

1.2.6 If a conflict exists between definitions in the Software License Agreement and those in these Terms & Conditions, the Order of Precedence in clause 1.4 applies. 

1.2.7 Capitalised terms used but not defined in these Terms & Conditions have the meanings given to them in the Software License Agreement, unless the context clearly requires otherwise. 

1.3 Defined Terms 

1.3.1 “Affiliate” or “Affiliates” means with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, where “control” means the ownership of more than fifty percent (50%) of the voting interests or equity interests of such entity, or the right to direct or cause the direction of the management and policies of such entity, whether by contract or otherwise. 

1.3.2 “Agreement” means the Software License Agreement, including any attachments, annexures, schedules, project plan(s) and/or ancillary documents referred to in the Software License Agreement, as amended in writing from time to time in accordance with the Software License Agreement. 

1.3.3 “Annexure” or “Annexures” means an annexure, attachment and/or schedule appended to the Agreement or expressly incorporated into these Terms & Conditions, each setting out specific rights, obligations and/or duties of the Parties. 

1.3.4 “Authorised User” or “Authorised Users” means any employee, contractor and/or agent of Client authorised by Client to access and/or use the Software and/or Services under the Client’s License, strictly in accordance with the Agreement and only to the extent permitted by the Client’s License. 

1.3.5 “Business Day” or “Business Days” means any day other than a Saturday, Sunday, or official public holiday in the Republic of South Africa. 

1.3.6 “Confidential Information” means all information disclosed by one Party to the other in connection with the Agreement or these Terms & Conditions, in any form, including business, financial, customer and supplier data, pricing, marketing strategies, trade secrets, know-how, product specifications, technical data, software, documentation, inventions, processes, methodologies, designs, and any other information that ought reasonably to be treated as confidential, whether or not marked confidential. 

1.3.7 “Data” means all data, content, information, records, files, Documentation, text, images, audio, video and/or other material, in any form or medium, that is inputted into, stored on, processed by, generated by and/or transmitted through the Software and/or Services. 

1.3.8 “Data Privacy” means all applicable laws, regulations and binding industry standards relating to the protection of personal information or personal data, including GDPR and POPIA, and any successor, supplemental and/or analogous legislation in any jurisdiction in which the Software and/or Services are used. 

1.3.9 “Data Processing Agreement” or “DPA” means a data processing agreement entered into between the Parties (where applicable) in furtherance of the Agreement. 

1.3.10 “Deliverable” or “Deliverables” means any report(s), template(s), workflow(s), configuration(s), enhancement(s) and/or other material(s) provided by Company to Client in the course of Services, prepared on the basis of Client’s written instructions, data and/or content, excluding the Software itself. 

1.3.11 “Documentation” means user manuals, technical specifications, release notes, training materials, help files, videos, operating instructions and/or other material made available by Company in connection with the Software and/or Services. 

1.3.12 “End User” means any third party that lawfully acquires the right to access and/or use the Software and/or Services through Company, not for resale or distribution. 

1.3.13 “Fair Use” means reasonable usage of Implementation, Training, Support, Customisation, Enhancement and/or other services consistent with industry norms and not exceeding what is typical for clients of a similar size and scope. 

1.3.14 “Hosting Environment” means the hardware, operating systems, software, network infrastructure, connectivity and security measures required to host, operate, use and/or access the Software in accordance with the Agreement and Company’s requirements. 

1.3.15 “Hosting Provider” means the third-party service provider offering infrastructure services enabling the hosting and operation of the Software. 

1.3.16 “Implementation” means installation, configuration, integration and preparation of the Software for operational use by Client, including related project management and advisory services, as set out in the Agreement. 

1.3.17 “Industry” means the commercial or business sector(s) in which the Client operates. 

1.3.18 “Intellectual Property” means all intellectual and industrial property rights (registered or unregistered) in software, documentation, inventions, know-how, trademarks, copyright works, designs and similar rights worldwide, together with all registrations and applications. 

1.3.19 “Intellectual Property Rights” means all rights to and interests in Intellectual Property, including the right to use, reproduce, modify, distribute and enforce such rights. 

1.3.20 “License” means the limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and/or use the Software and/or Deliverables granted by Company to Client in terms of the Agreement. 

1.3.21 “Mark” or “Marks” means any trademarks, service marks, trade names, logos, domain names and similar source identifiers owned by a Party and/or its Affiliates. 

1.3.22 “Personal Data” means any information relating to an identified or identifiable natural person, as defined under applicable Data Privacy laws. 

1.3.23 “Software” means proprietary software applications, platforms, modules, tools and related components owned, developed and/or licensed (as licensor) by Company, including updates, enhancements, upgrades, modifications, bug-fixes, patches and releases, together with associated Documentation and Deliverables, excluding Third Party Software. 

1.3.24 “Third Party Application” means applications owned by a third party that integrate with, or operate in conjunction with, the Software. 

1.3.25 “Third Party Software” means any software owned by a third party that integrates with, or operates in conjunction with, the Software. 

1.3.26 “UAT” means User Acceptance Testing, as further detailed in the Agreement. 

1.3.27 “UAT Sign-Off Date” means the date on which Client provides written sign-off of UAT in accordance with the Agreement. 

1.4 Order of Precedence 

In the event of any conflict or inconsistency between documents forming part of the contractual relationship between the Parties, the following order of precedence applies (highest to lowest): (a) the Software License Agreement; (b) any applicable annexures to the Software License Agreement (including any Data Processing Agreement, where applicable); (c) any duly signed order form and/or project plan expressly incorporated into the Software License Agreement; (d) these Terms & Conditions; and (e) any other policy or documentation referenced in the foregoing documents. 

2. Usage Restrictions 

2.1 Permitted Use. Subject to the Agreement and these Terms & Conditions, Client may access and use the Software and related Documentation and Deliverables solely for its internal business purposes, and may permit Authorised Users to do the same, in accordance with the Agreement and Documentation. Client remains responsible for Authorised Users’ compliance. 

2.2 Prohibited Use. Except as expressly permitted in the Agreement, Client shall not: (a) copy, reproduce, modify, adapt, translate, or create derivative works of the Software or Documentation; (b) distribute, sublicense, lease, rent, sell, assign, transfer, or make the Software available to third parties; (c) reverse engineer, decompile, or disassemble the Software except to the extent permitted by mandatory law; (d) use the Software to provide services to third parties; (e) use the Software to develop or offer a competing product or service; (f) remove proprietary notices; or (g) circumvent security or usage restrictions. 

2.3 Reservation of Rights. All rights not expressly granted are reserved by Company. No ownership or other rights in the Software or Intellectual Property are transferred to Client. 

2.4 Deliverables, Customisations and Enhancements. Unless expressly agreed otherwise in writing, any Deliverables, Customisations and/or Enhancements provided for Client form part of the Software and are subject to the License in the Agreement. 

2.5 Termination of Licence. The License terminates automatically upon termination or expiry of the Agreement. Client must promptly cease use of the Software and, on request, return or destroy copies of Documentation and Deliverables in its possession or control. 

2.6 Suspension. Company may suspend access to the Software strictly in accordance with the suspension provisions set out in the Agreement. For non-contracted users, Company may suspend access where reasonably necessary to protect the security, integrity, or lawful operation of the Software. 

3. Project Plans 

3.1 Requirement. Where applicable, the Parties may execute a written project plan before commencement of Implementation and for agreed Customisations, Enhancements, Deliverables, additional Services, or hosting migrations. 

3.2 Execution and Priority. A project plan is effective only if in writing and signed by an authorised representative of Company and Client’s designated project owner (or authorised representative). Each project plan forms part of the Agreement. If a conflict exists between a project plan and the Agreement, the Agreement prevails unless the project plan expressly states otherwise and is agreed in writing. 

3.3 Changes Prior to Go-Live. After finalisation of an initial project plan, requests for changes or additional work may be scheduled after Go-Live unless otherwise agreed in writing. 

3.4 Priority of Initial Project Plan. Unless agreed in writing, subsequent requests do not change the scope, Go-Live date, timelines, milestones, or payment obligations set out in the initial project plan. 

4. Provision of Services 

4.1 Hosting 

4.1.1 Hosting by Company. Where Company hosts the Software, Company will use reasonable skill and care to support availability and security of the hosted Software, but does not warrant uninterrupted or error-free access. Company will use reasonable endeavours to notify Client in advance of planned maintenance that may cause downtime, as further detailed in the Agreement. 

4.1.2 Hosting by a Third Party (Client-Provided Hosting Provider). Where Client elects third-party hosting: (a) Client is responsible for selecting and contracting with the hosting provider; (b) Client is responsible for the third-party hosting environment, including security, compliance, and technical requirements; (c) Company is not responsible for performance, availability or security practices of third-party providers or environments not controlled by Company; and (d) Company’s timelines may be adjusted to the extent Client fails to provide required access or cooperation. 

4.1.3 AI Components Hosted by Company. Regardless of the hosting arrangement for the core Software, any artificial intelligence and automation components forming part of the Software and Services are hosted in Company’s hosting environment. 

4.1.4 Migration. Hosting migrations are subject to written agreement, may require a project plan, and may attract additional fees. 

4.1.5 Ownership of Client Data. Client remains the owner of Client Data. Company may access and use Client Data only as required to perform its obligations under the Agreement or as otherwise authorised by Client. 

4.2 Implementation. Company will provide Implementation in accordance with the Agreement and an applicable project plan. The Implementation Period and Client responsibilities (including appointment of a project owner and provision of timely information and cooperation) are as set out in the Agreement and project plan. Delays caused by Client may result in timeline adjustments and additional fees, and do not suspend Client’s payment obligations where the Agreement provides otherwise. 

4.3 Training and Support. Training and Support are provided as set out in the Agreement. Additional Training or Support beyond the agreed scope may be charged at Company’s then-current rates. 

4.4 Customisations and Enhancements. Customisations and Enhancements (and all related Intellectual Property Rights) vest in Company and form part of the Software licensed to Client, unless expressly agreed otherwise in writing. 

5. Fair Use 

5.1 Services are provided subject to Company’s Fair Use policy to ensure equitable service levels and prevent misuse. 

5.2 Client must use the Software and request Services in a manner consistent with the reasonable expectations for clients of similar size and scope and in line with Company policies and technical limitations communicated from time to time. 

5.3 Examples of unfair use include excessive Support/Training requests beyond agreed scope, repeated tickets for third-party issues, bulk scraping or automated use that strains resources, and repeated unreasonable Customisation requests outside scope. 

5.4 Additional costs incurred due to unfair use (including out-of-hours support and development time) are for Client’s account. 

5.5 Where Company reasonably determines use materially exceeds Fair Use, Company may request reduction. If Client fails to comply within five (5) days, Company may charge additional fees, limit or suspend affected access, and/or restrict features to ensure stability. This does not constitute a breach by Company. 

5.6 Failure to enforce Fair Use is not a waiver of rights. 

6. Intellectual Property 

6.1 All Intellectual Property Rights in and to the Software, Services, Documentation, Deliverables, Customisations and Enhancements vest in Company. No rights are transferred to Client except the limited License granted in the Agreement. 

6.2 Client retains ownership of Client Data and Client Marks. Company acquires no rights in Client Data except as necessary to perform its obligations under the Agreement. 

6.3 Client shall not remove proprietary notices, dispute Company’s ownership, or use the Software to develop or market a competing product or service. 

7. Use of Marks 

7.1 Client grants Company a limited, non-exclusive, non-transferable, royalty-free licence to use Client Marks solely to identify Client as a customer of Company in marketing materials, unless Client objects in writing. 

7.2 Client may not use Company Marks without Company’s prior written consent, and any consent is subject to Company brand guidelines. 

7.3 Upon termination or expiry of the Agreement, each Party must cease use of the other’s Marks, except that Company may continue to reference Client as a current or former customer in a factual manner unless otherwise agreed in writing. 

8. Confidentiality 

8.1 Each Party shall keep Confidential Information confidential and protect it using at least reasonable care. 

8.2 Confidential Information may be disclosed only to personnel/advisers who need to know and are bound by confidentiality obligations, or where required by law (with notice where legally permitted). 

8.3 On termination or expiry, the receiving Party must return or destroy Confidential Information, except one archival copy retained for legal compliance. 

8.4 Confidentiality obligations survive for five (5) years, and indefinitely for trade secrets. 

9. Data Privacy, Security and Client Data 

9.1 The Parties shall comply with applicable Data Privacy laws. Where Personal Data is processed, the Parties agree that the data protection terms in any applicable Data Processing Agreement (DPA) incorporated into the Agreement will govern. 

9.2 Third-Party Hosting. Where Client elects third-party hosting for the core Software, Client remains responsible for ensuring its hosting provider/environment complies with applicable Data Privacy and security requirements for Client Data hosted therein. 

9.3 Anonymised and statistical use of data. Client acknowledges that Company may use Client Data in anonymised, aggregated and/or redacted form (excluding Personal Data and Confidential Information capable of identifying Client or individuals) to train/test/improve the Software (including AI modules), develop analytics/benchmarks, and enhance performance, security and functionality. 

9.4 Data extraction. Client may extract Client Data during the Term using available tools. Where reasonable assistance is required, Company may charge applicable fees disclosed in advance. Company does not warrant extraction will be error-free or in a format usable without further processing. 

9.5 Retention. Upon termination or expiry, Client should extract its Client Data prior to the effective date. Company may delete Client Data in accordance with its retention policy, subject to legal retention requirements. 

9.6 Authorised user access. Client must ensure unique credentials per Authorised User, keep credentials secure, and promptly notify Company of suspected unauthorised access. 

9.7 Client security obligations. Client must maintain industry-standard security on its systems and ensure devices and environments used to access the Software meet Company’s communicated requirements and do not introduce malware or vulnerabilities. 

9.8 Company security measures. Company will implement reasonable technical and organisational measures designed to protect the Software and Company-hosted components and Client Data against unauthorised access, loss or disclosure, in line with industry standards. 

9.9 Security incidents. In the event of a confirmed security incident affecting Company-hosted components or Client Data processed by Company, Company will notify Client without undue delay and provide reasonable information to the extent legally permitted, and the Parties will cooperate in good faith to mitigate adverse effects. 

9.10 Lock/disablement. The Software may include a mechanism allowing Company to disable access upon termination/expiry or in circumstances permitted by the Agreement (a “Lock”). A Lock is not a virus or fault. 

10. Warranties and Disclaimers 

10.1 Company warrants that, during the Term, the Software will substantially conform to its Documentation when used in accordance with the Agreement, and that Services will be performed with reasonable skill and care. 

10.2 These warranties do not apply to issues caused by unauthorised modifications, misuse, third-party systems, third-party hosting environments, Client infrastructure/connectivity, Client failure to cooperate, or Force Majeure. 

10.3 Except as expressly set out in the Agreement, the Software and Services are provided “as is” to the maximum extent permitted by law. Company does not warrant uninterrupted or error-free operation or that the Software will meet Client’s subjective requirements. 

10.4 AI outputs. Any output, suggestions, insights or recommendations generated by the Software (including AI features) are informational tools only and do not constitute legal advice. Client remains responsible for independent review, verification and professional judgment. 

11. Restraint of Trade 

11.1 Client shall not, during the Term and for twenty-four (24) months after termination/expiry, use the Software, Services, Documentation, Deliverables, Confidential Information or Company Marks to develop, market or offer a competing product or service, or assist any third party to do so. 

11.2 Non-solicitation. Neither Party shall, without the other Party’s prior written consent, during the Term and for twelve (12) months thereafter, solicit for employment any employee of the other Party materially involved in the performance of the Agreement, excluding bona fide general recruitment advertisements. 

11.3 The Parties agree these restrictions are reasonable and necessary to protect legitimate business interests. 

12. Auditing 

12.1 Where Company reasonably believes Client is in breach of the Agreement (including exceeding authorised users, unauthorised access, or reverse engineering), Client shall, on at least five (5) Business Days’ written notice, permit Company (or its independent auditor) reasonable access to relevant records and systems solely to audit compliance. 

12.2 Audits will be during normal business hours, minimise disruption, and occur no more than once in any 12-month period unless a material breach is found. 

12.3 Audits are at Company’s cost unless a material breach/non-compliance is identified, in which case Client shall reimburse Company’s reasonable audit costs and pay any underpaid fees (with interest) in accordance with the Agreement. 

12.4 Confidential information accessed during an audit is treated as Confidential Information. 

13. Force Majeure 

Neither Party is liable for delay or failure in performance caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, strikes, war, terrorism, civil unrest, embargoes, government orders, power outages, or failures of communication networks. The affected Party must notify the other promptly and use commercially reasonable efforts to mitigate. If a Force Majeure event prevents performance of a material obligation for more than ninety (90) consecutive days, either Party may terminate the Agreement on written notice. 

14. Governing Law and Jurisdiction 

14.1 These Terms & Conditions shall be governed by and construed in accordance with the governing law applicable to the Software License Agreement. 

14.2 Any dispute arising out of or in connection with these Terms & Conditions shall be resolved strictly in accordance with Clause 11 (Dispute Resolution) of the Software License Agreement. 

14.3 Nothing in this clause prevents either Party from seeking urgent interim or conservatory relief from a court of competent jurisdiction, where permitted under the Software License Agreement. 

15. Domicilium and Notices 

The Parties’ domicilium addresses are as set out in the Agreement (or such other address notified in writing). Notices must be in writing and are deemed received if delivered by hand on delivery, by registered post five (5) days after posting, or by email on transmission (provided no delivery failure is received). 

16. Severability 

If any provision is invalid or unenforceable, it is severed and the remainder remains effective, provided the essential purpose of the Agreement is not frustrated. 

17. Waiver 

No waiver is effective unless in writing and signed. A waiver applies only to the specific instance and is not a continuing waiver. 

18. Assignment 

Client may not cede, delegate, transfer, assign or subcontract any rights or obligations without Company’s prior written consent. Company may assign or transfer in accordance with the assignment clause in the Agreement. 

19. Counterparts 

The Agreement (including these Terms & Conditions where incorporated) may be executed in counterparts. Email delivery of signed counterparts (PDF or agreed electronic format) is effective. 

20. Electronic Signatures 

The Parties agree the Agreement (including these Terms & Conditions where incorporated) may be executed by an acceptable electronic signature platform.