Terms of Service

This Terms of Service agreement (the “Agreement”), together with the Service Level Agreement referenced herein (the “SLA”, available at /sla) and every other policy referenced in this Agreement, is entered into by and between HTM Legacy (Pty) Ltd, a private company duly incorporated in accordance with the company laws of the Republic of South Africa under registration number 2021/423883/07, of Pretoria, South Africa (the “Supplier”, “HTM Legacy”, “we”, “us”, or “our”), and the person or entity accessing or using the Services (the “Customer”, “Organisation”, “you”, or “your”). By creating an account, accessing, or using HTM LEDGR (the “Services”), you accept and agree to be bound by this Agreement, the SLA, and our Privacy Policy in their entirety. If you are entering into this Agreement on behalf of an Organisation, you represent and warrant that you are duly authorised to bind that Organisation to the terms hereof, and references to “you” shall be construed accordingly to include both you personally and the Organisation on whose behalf you act, jointly and severally where the context so permits.

1. What HTM LEDGR is — and what it is not

HTM LEDGR is business finance management software for South African freelancers and SMEs: quotes, invoices, receipts and purchase orders, a client directory, an expenses ledger, and reporting. It is a record-keeping and document-generation tool that helps you organise information you provide. It is not a payment gateway, not an accounting firm, not a registered tax practitioner, and not a source of legal, tax, financial, or accounting advice of any kind. Nothing in the Services, howsoever presented, shall be construed as constituting advice of any professional nature, and no advisory or fiduciary relationship of any kind is created between the Supplier and the Customer by virtue of the Customer’s use of the Services.

• Payments. Your clients pay you directly by EFT into your own bank account — the banking details you enter appear on your invoices. HTM LEDGR never receives, holds, processes, or has any access whatsoever to your clients’ payments or your business banking credentials. Marking an invoice “Paid” is a record you create, at your own instruction, once you have independently confirmed the funds have reflected in your own account. We have no means of verifying that confirmation and accept no responsibility or liability, however arising, for its accuracy.
• VAT is your responsibility, in full, without qualification. The VAT toggle, VAT-rate fields, and any VAT totals HTM LEDGR calculates are arithmetic conveniences applied to the figures you enter — a calculator, not a tax opinion, and not a representation as to your VAT status, registration, or liability. Whether your business is required to register as a vendor under the Value-Added Tax Act 89 of 1991, which of your supplies are standard-rated, zero-rated, exempt, or otherwise treated, what your correct VAT registration number and filing frequency are, and the accuracy of every VAT amount reflected on every document you generate, are matters falling entirely and exclusively within your own responsibility and that of your own accountant or registered tax practitioner. The Supplier does not verify your VAT number, does not confirm your VAT registration status with the South African Revenue Service (“SARS”), and does not review, audit, or endorse any document before you transmit it to a third party.
• SARS and CIPC obligations are your responsibility, in full, without qualification. Any figure, countdown, reminder, or summary HTM LEDGR displays relating to annual returns owed to the Companies and Intellectual Property Commission (“CIPC”), or to income, VAT, or any other filing or payment obligation owed to SARS, is furnished purely as an organisational convenience, derived exclusively from data you supplied, and does not constitute, and shall not be construed as constituting, the filing of any return, declaration, or payment on your behalf, nor advice as to the correctness, completeness, or timeliness thereof. The Supplier does not file anything with SARS or CIPC on the Customer’s behalf, does not submit e-filing returns, and makes no representation or warranty, express or implied, that any figure displayed within the Services will correspond to any assessment ultimately raised or accepted by SARS or CIPC. The Customer remains solely and exclusively liable for every tax return, VAT return, CIPC annual return, payment, penalty, and interest charge relating to its business, irrespective of whether the Customer relied upon anything displayed within the Services, and undertakes to independently verify all such figures with SARS, CIPC, or its own qualified accountant or registered tax practitioner prior to submission or reliance for any filing, payment, regulatory, or legal purpose. The Supplier hereby disclaims, and the Customer hereby irrevocably releases, indemnifies, and holds harmless the Supplier and HTM Legacy from and against, any and all liability, howsoever arising, in connection with any tax underpayment, overpayment, penalty, interest, audit, assessment, or other regulatory action resulting from the Customer’s use of, or reliance upon, any figure produced by the Services.

2. Accounts, trials and eligibility

• You must provide accurate information when you sign up, keep your account credentials (including your password, any two-factor authentication method, and any backup/recovery codes) strictly confidential, and notify us promptly of any unauthorised use of your account.
• You must be at least 18 years old and legally able to enter into a contract to create an account.
• New accounts start on a free trial. Trial length and any card requirement are shown to you at signup and may vary depending on the plan you select; we do not charge you during a trial unless you are clearly told otherwise before you provide payment details.
• Each business is entitled to one free trial. We use the anti-abuse measures described in our Privacy Policy to detect repeated trial signups for the same business, and may decline or end a trial we reasonably believe, in our sole discretion, to be a repeat signup.
• Email verification is required to use the Services, and — for your protection — cannot be bypassed. You’re welcome to enable optional two-factor authentication and backup recovery codes for extra security.
• You, and only you, are responsible for setting up and securing your own account. This includes choosing a strong, unique password; keeping that password, your two-factor authentication device or app, and any backup codes private and secure; not writing your password down anywhere accessible to others or reusing it on other services; and configuring your account, team roles, and invitations correctly. The Supplier provides the tools (email verification, optional 2FA, backup codes, suspicious-device alerts, role-based permissions); the manner and diligence with which the Customer avails itself of those tools is a matter falling wholly outside the Supplier’s control.
• The Supplier shall not be liable for any loss whatsoever arising from the Customer’s own negligent account setup or from a lost, shared, guessed, reused, written-down, or otherwise compromised password or credential. Where an account is accessed by an unauthorised third party in consequence of the Customer’s failure to secure its own credentials — whether by writing a password down, sharing it, reusing it elsewhere, failing to enable available security features, or any similar act or omission — the Supplier accepts no responsibility and no liability, howsoever arising, for any resulting loss, including any loss or exposure of business or client data, any unauthorised document created or transmitted in the Customer’s name, or any financial loss suffered by the Customer or any third party as a consequence thereof. The Customer irrevocably indemnifies and holds harmless HTM Legacy, HTM LEDGR, and their respective directors, officers, employees, contractors and agents against any and all claims, losses, damages, costs, and expenses (including reasonable legal costs on an attorney-and-own-client scale) arising from or in connection with a breach of the Customer’s account occasioned by the Customer’s own failure to keep its credentials secure.

3. User Subscriptions and Authorized Users

Subject to the Customer’s compliance with the terms of this Agreement, and for the duration of the applicable subscription term, the Supplier grants to the Customer a limited, non-exclusive, non-transferable, revocable right to permit its Authorized Users to access and use the Services, solely for the Customer’s own internal business operations and for no other purpose whatsoever. “Authorized User” means an individual to whom the Customer, through its account owner or an administrator, has granted access to the Services under a role permitted by the Customer’s subscription plan, as described in our Pricing Policy.

In respect of its Authorized Users, the Customer agrees that it shall:

• not permit or suffer any number of Authorized Users to exceed the maximum permitted under the Customer’s then-current subscription plan;
• not allow any Authorized User credential, login, or seat to be shared by, or transferred between, more than one individual, whether concurrently or sequentially, save where a role is formally reassigned in accordance with the Customer’s administrative rights within the Services;
• procure that each Authorized User complies with the terms of this Agreement applicable to them, and remain liable to the Supplier for any Authorized User’s acts or omissions as if they were the Customer’s own, in accordance with clause 6 below;
• not transmit, upload, store, or distribute through the Services any virus, worm, trojan, or other malicious or harmful code, nor any material that is unlawful, defamatory, harassing, abusive, threatening, obscene, sexually explicit, violent, or that advocates or incites harm to any person or property, or that discriminates unlawfully against any person or class of persons; and
• not use the Services to violate the intellectual property, privacy, or other legal rights of any third party.

Without prejudice to any other right or remedy available to it, the Supplier reserves the right, in its sole and absolute discretion and without liability to the Customer, to remove, disable, suspend, or restrict access to any content, account, or Authorized User where the Supplier reasonably suspects a breach, or an intended or threatened breach, of this clause 3, and to take such further action, including termination under clause 9, as the Supplier considers appropriate in the circumstances.

4. Subscriptions and billing

• Paid plans are billed in South African Rand (ZAR) in advance, at the price shown for your plan and billing cycle at the time of billing, through a licensed South African payment gateway. We do not receive or store your full card details — payment is processed entirely by our payment gateway provider under its own terms.
• Two billing cycles. When you subscribe you choose between a monthly cycle — a term of one month — and an annual cycle, which is a fixed term of twelve months charged as a single amount up front at a discount to twelve monthly payments. Both renew automatically for further terms of the same length until you cancel. Our Pricing Policy sets out both prices for every plan.
• What the term you have paid for means. You can cancel at any time, and cancelling stops the next renewal — it does not shorten or end the term you have already paid for, and your access continues until that term expires. Correspondingly, no part of an amount paid for a term is refunded, credited, or apportioned for the unexpired remainder of it — on an annual term that remainder can be as much as eleven months, so please choose your cycle with that in mind. See our Cancellation Policy for exactly what happens to your access and your data, and our Refund Policy for the treatment of amounts already paid.
• We tell you before a renewal, every time. Ahead of each renewal we email the address on your account setting out the date it will happen, the plan, the amount you will be charged, and where to change plan, switch between monthly and annual, or cancel — and we show the same notice inside the app in the closing days of your term. On an annual term you get that notice about 90 days ahead, and again shortly before the date. It is a notice, not a request: you need do nothing, and the renewal goes ahead unless you act. Clause 7(g) of our Cancellation Policy sets out the exact periods and how this relates to the notice section 14(2)(c) of the Consumer Protection Act 68 of 2008 requires before a fixed term expires. Please keep a working, monitored email address on your account — we cannot control whether your mail provider delivers or filters a message, and a notice you did not receive does not undo a renewal. That sub-clause also sets out, in a form to which your attention is specifically drawn as section 49 of that Act requires, the limitation of our liability and the indemnity you give us where a renewal notice is not received — together with the rights of yours that neither of them may lawfully touch.
• Changing plan mid-term. An upgrade takes effect when the higher plan’s price is successfully paid, and starts a fresh term of your chosen cycle running from that payment date; nothing is credited back to you for the term it replaces. When an upgrade goes through we cancel the subscription it replaces with our payment gateway, so you are not billed for both — if you are ever charged twice for the same period, tell us and we refund it in full as a billing error under clause 4(a) of our Refund Policy. A downgrade is queued and takes effect only when your current term ends — never mid-term, and never with a refund for the part of the term you have already paid for. Changing between the monthly and annual cycles is treated the same way, and buying the plan and cycle you are already on is refused at checkout because it would get you nothing. Clause 6 of our Pricing Policy sets this out in full, including what happens if a downgrade would leave you with more team members than the lower plan allows.
• Discount codes. We sometimes issue a discount code to a particular customer. A code is ours to give, withdraw or limit; it reduces what you pay and changes nothing else about your plan. Some codes apply only to your first charge, after which renewals are at the normal price — the renewal notice above always tells you the amount before it is taken. Withdrawing a code never claws back a discount you have already been given. Clause 8 of our Pricing Policy sets out the full position, including what happens at renewal for each kind of code.
• Your rights under South African law are unaffected. Nothing in this clause 4 limits any right you may have that cannot lawfully be excluded by agreement — in particular the right of a consumer to cancel a fixed-term agreement under section 14 of the Consumer Protection Act 68 of 2008, and the cooling-off right conferred by section 44 of the Electronic Communications and Transactions Act 25 of 2002, in each case in the circumstances in which those provisions apply. Those provisions, and the circumstances of their application and non-application (most notably that section 14 does not apply to transactions between juristic persons), are set out in clause 7 of our Cancellation Policy, which prevails over this clause 4 to the extent of any inconsistency on that subject.
• Failed or lapsed payment. If a payment fails or your term lapses without renewal, your workspace enters a short grace period during which access continues normally alongside a visible reminder — this grace period is your notice. We do not separately warn you in advance of an impending downgrade beyond that grace period. If payment has still not been resolved once the grace period ends, your account is restricted and, where applicable, moved to a lower or inactive plan; you will then receive an email confirming that this has happened, not a further advance warning that it is about to happen.
• We may change plan pricing or features with reasonable advance notice; changes will not apply retroactively to a term you’ve already paid for, so a price increase announced during an annual term does not affect that term and applies only from its renewal. See our Pricing Policy for full detail on plan limits, upgrades and downgrades.
• Each plan has limits (team seats, document types, monthly email sends, active devices, data retention and so on) as shown on the pricing page and in our Pricing Policy, which sets out how they are applied.
• You are responsible for keeping your payment details current and for any fees, charges, or currency-conversion costs your own bank or card issuer applies to a transaction with our payment gateway — these are outside our control and we are not liable for them.

5. Your content, your data licence, and your responsibilities

• You retain ownership of the business, client and financial data you enter into HTM LEDGR (“your content”). By using the service, you grant us a limited, non-exclusive, royalty-free licence to host, store, process, transmit, and display your content solely to provide you the features of the Services and any related services described in the SLA — for example, generating a PDF, sending an email on your instruction, or calculating a total. This licence ends when your content is deleted in line with our Privacy Policy and Cancellation Policy, except where we are required to retain something by law.
• You are solely responsible for the accuracy of every document you create and send — amounts, line items, VAT treatment, discounts, client details, banking details, and any legal, tax or factual representation any document contains. We have built reasonable safeguards to help you get things right — arithmetic that is checked and recalculated automatically, immutable audit trails, confirmation steps before a document is sent, and validation on the data you enter — but these safeguards assist accuracy; they do not guarantee it, and they cannot substitute for the Customer’s own review of its work. Nothing in the Services relieves the Customer of the responsibility to review a document before it is transmitted to a client or relied upon for any purpose. The Customer irrevocably indemnifies and holds harmless HTM Legacy and HTM LEDGR against any and all claims, disputes, losses, penalties, fines, and damages, howsoever arising, in connection with inaccurate, incomplete, or misleading information contained in any document created, sent, exported, or otherwise generated through the Services, including documents shown on the Customer’s dashboard, shared via a link, or included in an export.
• You must have a lawful basis for entering another person’s personal information (for example, a client’s or a colleague’s) into the Services, and you act as the responsible party for that information under the Protection of Personal Information Act 4 of 2013 (“POPIA”), as described in our Privacy Policy. The Supplier acts only as the Customer’s operator, as that term is defined in POPIA, processing such information solely on the Customer’s documented instructions. The Customer irrevocably indemnifies and holds harmless HTM Legacy and HTM LEDGR against any and all claims, regulatory complaints, fines, and penalties arising from the Customer’s own non-compliance with POPIA or any other applicable data protection law in respect of information entered by or on behalf of the Customer, whether that information relates to a client, a colleague, or any other data subject.
• Prohibited use. You may not use HTM LEDGR to: create fraudulent, falsified, or knowingly misleading quotes, invoices, receipts, or purchase orders; facilitate money laundering, tax evasion, or any other financial crime; harass, defraud, impersonate, or misrepresent yourself to any person; transmit, upload or introduce any virus, worm, trojan horse, or other code, file, or programme designed to interrupt, damage, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment; post, transmit, or otherwise make available through the Services any material that is unlawful, threatening, defamatory, obscene, indecent, harassing, discriminatory, or that constitutes or encourages conduct that would give rise to civil or criminal liability; circumvent, probe, or attempt to defeat any security, rate-limiting, or plan-limit mechanism in the Services; access another Organisation’s data without authorisation; or otherwise use the Services in a manner that breaches any applicable law, including but not limited to the Electronic Communications and Transactions Act 25 of 2002 and the Cybercrimes Act 19 of 2020. You indemnify and hold harmless HTM Legacy and HTM LEDGR against any claim, investigation, loss, fine, or damage — brought by any person, regulator, or authority — arising from your use of the Services for any of the purposes described in this clause, whether or not the Supplier detected or prevented that use.
• You are responsible for everyone who acts under your account — every Authorized User you invite, every role and permission you assign them, and every action they take while a member of your Organisation, whether or not that action was authorised by you. You control team membership, roles, and permissions in the Team hub, and you are responsible for removing access promptly when someone leaves your business or should no longer have it. If an Authorized User misuses their access, transmits an inaccurate document, mishandles a client’s personal information, or otherwise causes loss while acting under your Organisation, that is a matter between you and that individual — you indemnify and hold harmless HTM Legacy and HTM LEDGR against any claim or loss arising from the acts or omissions of anyone you invited, assigned a role to, or otherwise permitted to access your Organisation, including a former Authorized User whose access you did not remove promptly after their departure.

6. Notice given to you, data retention, export, and reminders

6.1 Notice given to you, and the time you have to act

The Supplier operates automated, scheduled processes whose function is to ensure that the Customer is told, in advance and in writing, of every event in the ordinary lifecycle of a subscription that requires, or may prompt, the Customer to act, and is given a genuine and adequate opportunity to act upon that notice before the event occurs. These are not aspirational statements of intent: each is a live, scheduled process which executes automatically, daily, without a person needing to trigger it. The notices presently given are:

• Before a renewal. Advance written notice of each impending renewal, stating the date, the plan, the amount that will be charged, and the facility within the Services by which the Customer may change plan, change billing cycle, or cancel — on an annual fixed term approximately 90 days ahead and again shortly before the date, and ahead of each monthly renewal, with a notice to like effect displayed in-app during the closing days of the term. Clause 7(g) of our Cancellation Policy governs and states the periods, the manner of transmission, and the effect of non-receipt precisely.
• Before data is deleted under a retention period. A first warning approximately 30 days, and a final warning approximately 7 days, before a document falls due for automatic deletion. See clause 6.2 below.
• Before access is restricted for non-payment or upon the expiry of a trial. A grace period of 2 days, during which the workspace continues to operate entirely normally alongside a visible in-app reminder to every Authorized User. The Customer’s attention is drawn to clause 4 above and to clause 2 of our Cancellation Policy, which record that this grace period constitutes the entirety of the notice given at that stage and that no separate advance warning of an impending restriction is otherwise provided.
• After a restriction, and before anything is deleted. Where an Organisation is closed, its content is retained for 30 days, during which the owner may reinstate it substantially as it stood. Clause 8.1 below and clause 2 of our Cancellation Policy govern.
• Before a price change takes effect. Reasonable advance notice, given together with the renewal notice above, so that the Customer may elect whether to renew at the varied price. No price change applies retroactively to a term already paid for. Clause 7 of our Pricing Policy governs.
• Upon a material change to this Agreement, the SLA, or any policy referenced herein. Flagged in-app and, where reasonably possible, by electronic mail, as described in clause 13 below.

Every notice contemplated by this clause 6.1 is transmitted to the electronic mail address for the time being recorded upon the Organisation’s account, that address being the information system designated by the Customer for the purpose. The maintenance of an accurate, current, and actively monitored address at that place is an obligation of the Customer’s; the consequences of a default in that obligation, and the limitation of liability and indemnity that attach to it, are set out — in the conspicuous form and with the plain-language summary that section 49 of the Consumer Protection Act 68 of 2008 requires — in the panel at clause 7(g) of our Cancellation Policy, together with the rights of the Customer’s which neither that obligation nor those consequences may lawfully touch. Nothing in this clause 6.1 confers upon the Customer any entitlement to a notice not expressly enumerated in it, and the Supplier reserves the right to vary the periods stated, prospectively, in accordance with clause 13 below.

6.2 Retention of documents, and the warnings that precede deletion

Documents are retained for the period set out in your plan (currently 12 months on Starter, 24 months on Growth, and an unlimited period on Business), measured from each document’s creation date, after which they are automatically and permanently deleted. This is not a passive policy — it is actively enforced by scheduled, automated processes, and backed by real reminder emails: we email you a warning approximately 30 days before a document is due to expire, and a further, final warning approximately 7 days before deletion, so you have a genuine opportunity to act.

The final warning is a precondition of deletion, and not merely an accompaniment to it. The scheduled process that performs the deletion does not delete a document at all unless the record for that document reflects that the final warning was in fact transmitted successfully. It follows that, where the transmission of a warning fails for any reason, the document concerned survives past its expiry date rather than being deleted unwarned; and the Customer accordingly obtains, in that event, more time than this clause promises rather than less. This is a deliberate design of the Supplier’s systems, recorded here so that the Customer may rely upon it, but it is not a warranty that any particular document will be retained beyond the retention period applicable to the Customer’s plan, nor a representation that any warning will in fact be delivered, received, opened, or read — as to which see clause 6.1 above and clause 7(g) of our Cancellation Policy.

6.3 Exporting your data, and your responsibility for it once exported

Exporting your data. You can export your data as a single PDF, a filtered CSV, or a full ZIP archive at any time while your Organisation’s access remains in good standing — we recommend doing so well before a retention deadline, before switching plans, and before cancelling. Within your Organisation, who can export data is governed by your team members’ roles: broader, bulk, and financial exports are limited to the roles your plan and role matrix designate as having financial visibility (see our Privacy Policy for how roles work), so that not every team member can extract your full financial history. The availability of export functionality described in this clause is expressly conditional upon the Organisation’s access not having been suspended or terminated under clause 9.

Once you export data out of the app, its security becomes your responsibility. An exported PDF, CSV, or ZIP file is no longer protected by our access controls, encryption in transit, or audit logging the moment it leaves the app — it is an ordinary file on your device, in your email, or wherever you choose to store or send it. You are solely responsible for how you store, transmit, share, or dispose of anything you export, including keeping it out of the hands of anyone who should not see it. We are not liable, and you indemnify and hold harmless HTM Legacy and HTM LEDGR against any claim or loss, arising from the loss, theft, unauthorised disclosure, insecure storage, or misuse of any data once it has been exported from the app, regardless of who within your organisation performed the export.

7. Service availability, infrastructure and communications

We aim to keep HTM LEDGR available and reliable, and the SLA sets out the level of service we target. We do not guarantee uninterrupted or error-free operation. HTM LEDGR is built on established, reputable cloud infrastructure and third-party service providers for hosting, data storage, email delivery, and payment processing; for security reasons, and because our arrangements with them are commercially confidential, we do not name these providers in this document, but we choose them for their security and reliability standards, and we remain responsible to you for the service as a whole.

Maintenance and outages. We may need to perform planned maintenance from time to time, and our infrastructure providers may themselves experience outages outside our control. Where reasonably possible, we will make reasonable efforts to notify you of planned maintenance and known outages by email, and, where available, by an in-app notice, so you are not left guessing whether a problem is on your end. We are not liable for losses caused by downtime or a third-party provider’s outage, except where liability cannot lawfully be excluded under South African law.

Product and account communications. We maintain a mailing list of active HTM LEDGR users to send product updates, security notices, and service communications; you may also separately subscribe to our marketing newsletter. You can manage your communication preferences in Settings, though certain essential account, security, and billing notices cannot be switched off, since they exist for your own protection.

8. Suspension and termination

There are two distinct mechanisms by which access to the Services may cease, and they are governed by materially different consequences. The Customer should have particular regard to clause 8.2.

8.1 Cessation absent breach

Where the Customer’s trial ends, its subscription lapses, or the Customer elects to close its Organisation, and none of the foregoing arises from, or is connected with, a breach of this Agreement, the SLA, or any applicable law, then: access is restricted rather than access being permanently withdrawn; the Customer’s content is retained for a period (currently thirty (30) days following closure) rather than being immediately and permanently deleted; the Customer may, during that period, exercise the export rights described in clause 6; and the Organisation may be reinstated substantially as it stood immediately prior to closure. See our Cancellation Policy for the operative timeline. This clause 8.1 constitutes the Supplier’s ordinary and default mechanism for cessation of access, and applies save to the extent clause 8.2 below is engaged.

8.2 Termination for cause

Where the Supplier, acting reasonably and upon grounds capable of objective assessment, believes that the Customer, its Organisation, or any person using the Customer’s account has breached this Agreement, the SLA, our Refund or Cancellation Policies, or any applicable law of the Republic of South Africa — including, without limitation, the Electronic Communications and Transactions Act 25 of 2002, the Cybercrimes Act 19 of 2020, POPIA, the Consumer Protection Act 68 of 2008, or any law relating to fraud, money laundering, or tax evasion — the Supplier may suspend or terminate the Customer’s account and the Organisation’s access to the Services with immediate effect and without prior notice (“Termination for Cause”). Without limiting the generality of the foregoing, the consequences of a Termination for Cause include the following:

• access is withdrawn with immediate effect for every Authorized User of the Organisation, and not solely the individual(s) responsible for the conduct giving rise to termination;
• the ordinary export functionality described at clause 6 shall cease to be available to the Organisation or any of its Authorized Users, it being recorded that such functionality was, in any event, always conditional upon the Organisation’s access remaining in good standing, which condition a Termination for Cause is, by definition, not;
• the Organisation and its Authorized Users shall not create a further account nor otherwise seek to access the Services, whether directly or indirectly, and any attempt to do so may itself constitute a further, independent breach of this Agreement; and
• the Supplier may retain such content and records as it, in its sole discretion, considers reasonably necessary for evidentiary, legal, regulatory, or risk-management purposes, for such period as it considers appropriate, notwithstanding the cessation of the Organisation’s own access thereto.

Why a Termination for Cause takes effect immediately. The grounds enumerated above are each of a character in which delay is itself harmful. Conduct falling within the Cybercrimes Act 19 of 2020 may be continuing at the moment it is detected; conduct involving fraud, or the misuse of another person’s information, may cause loss to third parties — including other Customers of the Supplier, and including data subjects whose personal information the Supplier processes as operator — with every further hour of access; and the Supplier may itself be subject to statutory obligations, including under POPIA and the said Cybercrimes Act, which are not capable of being discharged while the conduct continues. Immediate effect is accordingly directed at the containment of an identified risk, and not at the convenience of the Supplier.

Grounds, reasons, and the Customer’s opportunity to be heard. A Termination for Cause shall be effected only upon one or more of the grounds enumerated in this clause 8.2, and not otherwise. The Supplier shall, within a reasonable time of effecting it, furnish the Customer in writing at the address of record with a statement identifying the ground or grounds relied upon in sufficient particularity to enable the Customer to respond to them, save and to the extent only that the furnishing of such particularity would prejudice an ongoing investigation, contravene an order of a court or a requirement of law, or disclose the personal information of a third party. The Customer may, within thirty (30) days of that statement, deliver written representations to the Supplier at the address given in clause 12, and the Supplier shall consider such representations and shall reconsider its determination in the light of them. Where the Supplier is satisfied upon reconsideration that the ground relied upon was not established, access shall be restored and any subscription fees attributable to the period of interruption shall be credited or refunded.

Finality, and what it does not mean. Subject always to the immediately preceding paragraph and to sub-clause 8.2.1 below, a determination made by the Supplier under this clause 8.2 in good faith and upon a ground enumerated herein shall, as between the parties and for the purposes of this Agreement, be treated as final in the absence of manifest error. That provision is an evidential and contractual standard as to the burden the Customer bears in disputing such a determination and is not, and shall not be construed as, an ouster of the jurisdiction of any court or tribunal, an exclusion of any right of review, or a waiver by the Customer of any right to approach a court, all of which are expressly reserved. The Customer’s attention is specifically drawn to this paragraph.

Nothing in this clause 8.2 shall be construed as purporting to exclude, waive, or contract out of any right, entitlement, or recourse a data subject may hold pursuant to Chapter 3 of POPIA or any other provision of applicable law, to the extent (and solely to the extent) that such right cannot, as a matter of law, be lawfully excluded, limited, or waived by agreement between the parties; provided, for the avoidance of doubt, that (i) no such right shall be construed as extending to, or as creating any entitlement to make use of, the Services’ ordinary self-service functionality (including, without limitation, the export functionality referred to at clause 6) following a Termination for Cause, such functionality being available, in the ordinary course, only to an Organisation whose access remains in good standing; (ii) any request purporting to invoke such a right shall be addressed exclusively through the formal legal channels by which such rights are, as a matter of law, ordinarily exercised or enforced — which may include, depending on the nature of the request, a request made in terms of the Promotion of Access to Information Act 2 of 2000, a lawful direction of the Information Regulator, or an order of a court of competent jurisdiction — and not through any informal request made to the Supplier directly, whether by email, through the Services, or otherwise; and (iii) the Supplier’s good-faith determination as to whether a purported exercise of such a right satisfies the foregoing shall, absent manifest error, be treated as final between the parties pending resolution through the appropriate legal channel.

9. Disclaimers, limitation of liability, and indemnification

This clause 9, together with clause 10 below, contains the provisions by which the Supplier’s liability to the Customer is limited, by which certain risks are assumed by the Customer, and by which the Customer indemnifies the Supplier and others. They are among the most important provisions of this Agreement, and for that reason they are set out in the panel below rather than in ordinary running text. The Customer is asked to read the panel in full before subscribing. The specific indemnities given by the Customer at clauses 2, 5, 6 and 13 of this Agreement stand in addition to, and are not limited by, the provisions of the panel, and are subject in every respect to the savings at sub-clause 9.5.

10. Indemnification

This clause 10 forms part of the provisions to which the Customer’s attention is drawn in the panel at clause 9 above, and is subject in every respect to the savings at sub-clause 9.5. In addition to, and without limiting, the specific indemnities given by the Customer elsewhere in this Agreement, the Customer shall indemnify, defend, and hold harmless each Indemnified Person (as defined in sub-clause 9.4) from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, costs, and expenses (including legal costs on an attorney-and-own-client scale) of whatsoever nature arising out of or in connection with: (a) the Customer’s or any Authorized User’s use or misuse of the Services; (b) any breach by the Customer or any Authorized User of this Agreement, the SLA, or any applicable law; (c) any content, data, or document uploaded, created, transmitted, or exported through the Customer’s account; or (d) any dispute between the Customer and any third party, including any client, supplier, or Authorized User of the Customer, arising out of or in connection with the Customer’s use of the Services. The Supplier shall notify the Customer of any claim in respect of which it intends to invoke this indemnity, and may, at its election and at the Customer’s cost, assume the conduct of the defence of that claim; the Customer shall not settle or compromise any such claim in a manner that admits liability on the part of an Indemnified Person, or that imposes any obligation upon one, without that person’s prior written consent. This indemnity survives the termination or expiry of this Agreement, howsoever occasioned.

11. Governing law and applicable legal framework

This Agreement, the SLA, and every policy referenced herein are governed by, and shall be construed in accordance with, the laws of the Republic of South Africa, without regard to conflict-of-law principles, and the parties hereby submit to the exclusive jurisdiction of the South African courts. Without limiting the generality of this clause, the Customer’s use of the Services and the Supplier’s handling of information in connection therewith is additionally governed by, among others:

• The Protection of Personal Information Act 4 of 2013 (POPIA), governing how personal information is collected, processed, and protected;
• The Electronic Communications and Transactions Act 25 of 2002 (ECTA), governing electronic transactions, electronic records, and related matters;
• The Consumer Protection Act 68 of 2008 (CPA), to the extent it applies to the Customer’s use of the Services;
• The Companies Act 71 of 2008, under which HTM Legacy (Pty) Ltd is incorporated;
• The Value-Added Tax Act 89 of 1991 and the Tax Administration Act 28 of 2011, which govern the VAT and tax obligations referred to in clause 1, and which remain exclusively the Customer’s own responsibility as set out therein;
• The Promotion of Access to Information Act 2 of 2000 (PAIA), which governs the formal process by which access to certain records may be requested; and
• The Cybercrimes Act 19 of 2020, which criminalises unauthorised access to, and interference with, data and computer systems such as HTM LEDGR.

These citations are furnished for transparency and do not constitute an exhaustive statement of South African law, nor a substitute for the Customer’s own legal advice.

11.1 Information furnished in terms of section 43 of ECTA

Section 43(1) of ECTA obliges a supplier offering services by way of an electronic transaction to make certain information available on the website upon which those services are offered, and section 43(3) entitles a consumer to cancel the transaction within fourteen (14) days of receiving the services where the supplier has failed to do so. That information is made available as follows, and the Customer is taken to have been afforded access to all of it before subscribing:

• the Supplier’s full name, legal status, registration number and place of registration, and the physical address at which it will receive legal service of documents — in the preamble to this Agreement and to our Privacy Policy;
• the Supplier’s website address, electronic mail address and contact particulars — at clause 14 below and on our contact page;
• a description of the main characteristics of the Services — at clause 1 above, on our pricing page, and in clause 2 of our Pricing Policy;
• the full price, inclusive of any tax, and the manner of payment — in clauses 1, 2 and 9 of our Pricing Policy and in clause 4 above;
• the terms of the agreement, and how they may be accessed, stored and reproduced electronically — this Agreement and every policy referenced in it are published at stable public addresses, continuously accessible, and may be saved or printed from any browser at any time;
• the period within which the Services will be rendered — the Services are made available immediately upon subscription and for the duration of each term;
• the manner and period within which the Customer may access and maintain a full record of the transaction — the export functionality described at clause 6.3 above, together with the activity trail described in our Privacy Policy;
• the Supplier’s refund policy — our Refund Policy, read with our Cancellation Policy;
• the Supplier’s security procedures and privacy policy in respect of payment, payment information and personal information — clause 5 of our Privacy Policy, and clause 4 above, which records that the Supplier at no point receives or stores card details, payment being processed entirely by a licensed South African payment gateway provider, the Supplier accordingly utilising a payment system it considers sufficiently secure with reference to accepted technological standards as section 43(5) of ECTA requires;
• the minimum duration of the agreement, the Services being supplied on a recurring basis — being one month on a monthly cycle and a fixed term of twelve months on an annual cycle, as set out in clause 4 above and in clause 1 of our Pricing Policy; and
• the rights of a consumer in terms of section 44 of ECTA, where applicable, together with the circumstances in which section 42(2) of that Act excludes their operation — at clause 7(f) of our Cancellation Policy.

Before an order is finally placed, the Services afford the Customer an opportunity to review the entire transaction, to correct any mistake, and to withdraw from the transaction, as section 43(2) of ECTA requires. The Supplier does not subscribe to any self-regulatory or accreditation body, industry code of conduct, or alternative dispute resolution code, and accordingly has nothing to disclose under section 43(1)(d), (e) or (o) of ECTA; complaints are dealt with as described in clause 8 of our Refund Policy and, in respect of personal information, in clause 6 of our Privacy Policy.

12. General

• Entire agreement. This Agreement, together with the SLA and the policies referenced herein, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous representations, understandings, and agreements, whether written or oral, relating thereto.
• Severability. If any provision of this Agreement is held by a court or tribunal of competent jurisdiction to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions of this Agreement shall continue in full force and effect.
• Waiver. No failure or delay by the Supplier in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof.
• 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, war, riots, strikes, fires, floods, earthquakes, government restriction, or failure of internet, telecommunications, or third-party infrastructure.
• Notices. Notices under this Agreement shall be in writing and delivered by email to the address associated with the Customer’s account, or, in the case of notices to the Supplier, to the addresses given in clause 13 below. Notices are deemed received on the day of transmission where sent during business hours, and on the next business day otherwise.
• Independent contractor. Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, or employment relationship between the parties. Neither party has authority to bind the other in any respect.
• Assignment. The Customer may not assign, transfer, or sub-license any of its rights or obligations under this Agreement without the Supplier’s prior written consent. The Supplier may assign this Agreement in connection with a merger, acquisition, or sale of substantially all its assets, upon notice to the Customer.
• Subcontractors and third-party products. The Supplier may engage subcontractors in connection with the provision of the Services, and shall remain responsible for their performance as if such performance were the Supplier’s own.

13. Changes to this Agreement

We may update this Agreement, the SLA, and our other policies as the product, our infrastructure, our payment provider, or applicable law changes. Material changes will be flagged in-app and, where reasonably possible, by email, with the “Last updated” date above changing to reflect the current version. Continuing to use HTM LEDGR after a change takes effect means you accept the updated Agreement; if you do not accept a change, your remedy is to stop using the Services and, if applicable, close your account in line with our Cancellation Policy. You indemnify and hold harmless HTM Legacy and HTM LEDGR against any claim that you were unaware of a change that was flagged in-app or emailed to the address on your account.

14. Contact us

Questions about this Agreement or the SLA? Email support@htmledgr.com or use our contact page.