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IMPORTANT LEGAL NOTICE \u2013 INCORPORATION BY REFERENCE<\/span><\/b>\u00a0<\/span><\/p> These Terms & Conditions (\u201cTerms & Conditions\u201d) govern access to and use of certain software, services, documentation, and related offerings made available by Contract Corridor (\u201cCompany\u201d).<\/span>\u00a0<\/span><\/p> 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 and License Agreement entered into between Company and the applicable customer (\u201cClient\u201d).<\/span>\u00a0<\/span><\/p> Where a Client has entered into a Software and License Agreement with Company, these Terms & Conditions apply only to the extent incorporated into that Software and License Agreement, and shall be read together with, and subject to, the Software and License Agreement and any applicable annexures, order forms and\/or project plans.<\/span>\u00a0<\/span><\/p> Where a user accesses or uses the Software or Services without having entered into a written Software and License Agreement with Company, these Terms & Conditions shall constitute the entire agreement between Company and such user and shall apply as a standalone contract.<\/span>\u00a0<\/span><\/p> These Terms & Conditions apply only in the version in force as at the effective date of the applicable Software and 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 and License Agreement, unless expressly incorporated into the Software and License Agreement by written agreement of the Parties.<\/span>\u00a0<\/span><\/p> 1. Definitions, Interpretation, and Order of Precedence<\/span><\/b>\u00a0<\/span><\/p> 1.1 The definitions and interpretation rules in this Clause 1 apply to the Software and 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.<\/span>\u00a0<\/span><\/p> 1.2 Interpretation<\/span>\u00a0<\/span><\/p> 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.<\/span>\u00a0<\/span><\/p> 1.2.2 Headings are for convenience only and do not affect interpretation.<\/span>\u00a0<\/span><\/p> 1.2.3 References to legislation include amendments and re-enactments.<\/span>\u00a0<\/span><\/p> 1.2.4 \u201cInclude\u201d and \u201cincluding\u201d mean \u201cincluding without limitation\u201d.<\/span>\u00a0<\/span><\/p> 1.2.5 References to days and months are to calendar days and calendar months unless stated otherwise.<\/span>\u00a0<\/span><\/p> 1.2.6 If a conflict exists between definitions in the Software and License Agreement and those in these Terms & Conditions, the Order of Precedence in clause 1.4 applies.<\/span>\u00a0<\/span><\/p> 1.2.7 Capitalised terms used but not defined in these Terms & Conditions have the meanings given to them in the Software and License Agreement, unless the context clearly requires otherwise.<\/span>\u00a0<\/span><\/p> 1.3 Defined Terms<\/span>\u00a0<\/span><\/p> 1.3.1 \u201cAffiliate\u201d or \u201cAffiliates\u201d 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 \u201ccontrol\u201d 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.<\/span>\u00a0<\/span><\/p> 1.3.2 \u201cAgreement\u201d means the Software and License Agreement, including any attachments, annexures, schedules, project plan(s) and\/or ancillary documents referred to in the Software and License Agreement, as amended in writing from time to time in accordance with the Software and License Agreement.<\/span>\u00a0<\/span><\/p> 1.3.3 \u201cAnnexure\u201d or \u201cAnnexures\u201d 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.<\/span>\u00a0<\/span><\/p> 1.3.4 \u201cAuthorised User\u201d or \u201cAuthorised Users\u201d 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\u2019s License, strictly in accordance with the Agreement and only to the extent permitted by the Client\u2019s License.<\/span>\u00a0<\/span><\/p> 1.3.5 \u201cBusiness Day\u201d or \u201cBusiness Days\u201d means any day other than a Saturday, Sunday, or official public holiday in the Republic of South Africa.<\/span>\u00a0<\/span><\/p> 1.3.6 \u201cConfidential Information\u201d 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.<\/span>\u00a0<\/span><\/p> 1.3.7 \u201cData\u201d 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.<\/span>\u00a0<\/span><\/p> 1.3.8 \u201cData Privacy\u201d 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.<\/span>\u00a0<\/span><\/p> 1.3.9 \u201cData Processing Agreement\u201d or \u201cDPA\u201d means a data processing agreement entered into between the Parties (where applicable) in furtherance of the Agreement.<\/span>\u00a0<\/span><\/p> 1.3.10 \u201cDeliverable\u201d or \u201cDeliverables\u201d 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\u2019s written instructions, data and\/or content, excluding the Software itself.<\/span>\u00a0<\/span><\/p> 1.3.11 \u201cDocumentation\u201d 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.<\/span>\u00a0<\/span><\/p> 1.3.12 \u201cEnd User\u201d 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.<\/span>\u00a0<\/span><\/p> 1.3.13 \u201cFair Use\u201d 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.<\/span>\u00a0<\/span><\/p> 1.3.14 \u201cHosting Environment\u201d 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\u2019s requirements.<\/span>\u00a0<\/span><\/p> 1.3.15 \u201cHosting Provider\u201d means the third-party service provider offering infrastructure services enabling the hosting and operation of the Software.<\/span>\u00a0<\/span><\/p> 1.3.16 \u201cImplementation\u201d 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.<\/span>\u00a0<\/span><\/p> 1.3.17 \u201cIndustry\u201d means the commercial or business sector(s) in which the Client operates.<\/span>\u00a0<\/span><\/p> 1.3.18 \u201cIntellectual Property\u201d 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.<\/span>\u00a0<\/span><\/p> 1.3.19 \u201cIntellectual Property Rights\u201d means all rights to and interests in Intellectual Property, including the right to use, reproduce, modify, distribute and enforce such rights.<\/span>\u00a0<\/span><\/p> 1.3.20 \u201cLicense\u201d 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.<\/span>\u00a0<\/span><\/p> 1.3.21 \u201cMark\u201d or \u201cMarks\u201d means any trademarks, service marks, trade names, logos, domain names and similar source identifiers owned by a Party and\/or its Affiliates.<\/span>\u00a0<\/span><\/p> 1.3.22 \u201cPersonal Data\u201d means any information relating to an identified or identifiable natural person, as defined under applicable Data Privacy laws.<\/span>\u00a0<\/span><\/p> 1.3.23 \u201cSoftware\u201d 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.<\/span>\u00a0<\/span><\/p> 1.3.24 \u201cThird Party Application\u201d means applications owned by a third party that integrate with, or operate in conjunction with, the Software.<\/span>\u00a0<\/span><\/p> 1.3.25 \u201cThird Party Software\u201d means any software owned by a third party that integrates with, or operates in conjunction with, the Software.<\/span>\u00a0<\/span><\/p> 1.3.26 \u201cUAT\u201d means User Acceptance Testing, as further detailed in the Agreement.<\/span>\u00a0<\/span><\/p> 1.3.27 \u201cUAT Sign-Off Date\u201d means the date on which Client provides written sign-off of UAT in accordance with the Agreement.<\/span>\u00a0<\/span><\/p> 1.4 Order of Precedence<\/span>\u00a0<\/span><\/p> 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 and License Agreement; (b) any applicable annexures to the Software and License Agreement (including any Data Processing Agreement, where applicable); (c) any duly signed order form and\/or project plan expressly incorporated into the Software and License Agreement; (d) these Terms & Conditions; and (e) any other policy or documentation referenced in the foregoing documents.<\/span>\u00a0<\/span><\/p> 2. Usage Restrictions<\/span><\/b>\u00a0<\/span><\/p> 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\u2019 compliance.<\/span>\u00a0<\/span><\/p> 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.<\/span>\u00a0<\/span><\/p> 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.<\/span>\u00a0<\/span><\/p> 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.<\/span>\u00a0<\/span><\/p> 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.<\/span>\u00a0<\/span><\/p> 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.<\/span>\u00a0<\/span><\/p> 3. Project Plans<\/span><\/b>\u00a0<\/span><\/p> 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.<\/span>\u00a0<\/span><\/p> 3.2 Execution and Priority. A project plan is effective only if in writing and signed by an authorised representative of Company and Client\u2019s 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.<\/span>\u00a0<\/span><\/p> 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.<\/span>\u00a0<\/span><\/p> 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.<\/span>\u00a0<\/span><\/p> 4. Provision of Services<\/span><\/b>\u00a0<\/span><\/p> 4.1 Hosting<\/span>\u00a0<\/span><\/p> 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.<\/span>\u00a0<\/span><\/p> 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\u2019s timelines may be adjusted to the extent Client fails to provide required access or cooperation.<\/span>\u00a0<\/span><\/p> 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\u2019s hosting environment.<\/span>\u00a0<\/span><\/p> 4.1.4 Migration. Hosting migrations are subject to written agreement, may require a project plan, and may attract additional fees.<\/span>\u00a0<\/span><\/p> 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.<\/span>\u00a0<\/span><\/p> 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\u2019s payment obligations where the Agreement provides otherwise.<\/span>\u00a0<\/span><\/p> 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\u2019s then-current rates.<\/span>\u00a0<\/span><\/p> 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.<\/span>\u00a0<\/span><\/p> 5. Fair Use<\/span><\/b>\u00a0<\/span><\/p> 5.1 Services are provided subject to Company\u2019s Fair Use policy to ensure equitable service levels and prevent misuse.<\/span>\u00a0<\/span><\/p> 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.<\/span>\u00a0<\/span><\/p> 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.<\/span>\u00a0<\/span><\/p> 5.4 Additional costs incurred due to unfair use (including out-of-hours support and development time) are for Client\u2019s account.<\/span>\u00a0<\/span><\/p> 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.<\/span>\u00a0<\/span><\/p> 5.6 Failure to enforce Fair Use is not a waiver of rights.<\/span>\u00a0<\/span><\/p> 6. Intellectual Property<\/span><\/b>\u00a0<\/span><\/p> 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.<\/span>\u00a0<\/span><\/p> 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.<\/span>