These Terms of Service ("Terms") constitute a legally binding agreement between TOOLFlow Solutions ("TOOLFlow") and the Customer governing access to and use of the TOOLFlow software platform and related services.
By creating an Account, accessing the Service, or permitting any User to access the Service, the Customer acknowledges that it has read, understood and agreed to be bound by these Terms.
1. Definitions and Interpretation
1.1. The following terms shall have the meanings assigned to them hereunder and cognate expressions shall have corresponding meanings, unless the context indicates otherwise, namely:
1.1.1. "Account" means the account registered by the Customer to access and use the Service.
1.1.2. "Applicable Law" means any applicable law, regulation, code, directive, by-law, rule or governmental requirement in force in the Republic of South Africa from time to time.
1.1.3. "Business Day" means any day other than a Saturday, Sunday or public holiday in the Republic of South Africa.
1.1.4. "Confidential Information" means any information disclosed by one party to the other, whether orally, electronically or in writing, which is confidential by nature or which ought reasonably to be regarded as confidential, including business information, technical information, software, pricing information, security information, customer information and trade secrets.
1.1.5. "Customer" means the juristic person, business, sole proprietor, partnership, trust, organisation or other entity that registers an Account for the use of the Service.
1.1.6. "Customer Data" means all information, records, documents, content, Personal Information, data, files, reports, materials and other information submitted to, uploaded to, generated through, stored on, or processed through the Service by or on behalf of the Customer.
1.1.7. "Personal Information" shall bear the meaning assigned to it in POPIA.
1.1.8. "POPIA" means the Protection of Personal Information Act 4 of 2013, together with all regulations promulgated thereunder.
1.1.9. "Service" means the TOOLFlow software application, platform, website, databases, functionality, infrastructure and related services made available by TOOLFlow from time to time.
1.1.10. "Subscription" means the Customer's subscription to access and use the Service.
1.1.11. "Subscription Fees" means the fees payable by the Customer for the use of the Service.
1.1.12. "Terms" means these Terms of Service, as amended from time to time.
1.1.13. "Third Party Services" means services, infrastructure, software, platforms, payment providers, hosting providers, communication providers or other services supplied by third parties and utilised in connection with the Service.
1.1.14. "User" means any employee, contractor, representative, administrator, operator or authorised individual who accesses the Service through the Customer's Account.
1.1.15. "TOOLFlow", "we", "us" or "our" means TOOLFlow Solutions.
1.2. Headings are for convenience only and shall not affect interpretation.
1.3. References to the singular include the plural and vice versa.
1.4. References to legislation include amendments, re-enactments and subordinate legislation issued thereunder.
2. Agreement to Terms
2.1. These Terms apply to all users of the Service, including, without limitation, company administrators, location administrators, supervisors, employees, contractors and any other persons granted access to the Service through the Customer's account.
2.2. If the person accepting these Terms does so on behalf of a company, close corporation, partnership, trust or other legal entity, such person warrants and represents that he or she is duly authorised to bind that entity to these Terms. If the individual accepting these Terms lacks such authority, such individual shall be personally liable for all obligations arising under these Terms.
2.3. If the Customer does not agree to these Terms, the Customer shall not access or use the Service.
2.4. We reserve the right to modify, change or make corrections to these Terms from time to time. In such event, we will notify the Customer that a new version of the Terms is available.
2.5. TOOLFlow is operated and made available by TOOLFlow Solutions, a business operating in the Republic of South Africa, and these Terms shall be interpreted and enforced in accordance with the laws of the Republic of South Africa.
3. Description of Service
3.1. TOOLFlow provides a cloud-based software platform designed to assist businesses with the management, tracking, monitoring and administration of tools, materials, inventory, assets and related operational information across one or more business locations. TOOLFlow licenses to its Customer, subject to these Terms, a non-exclusive, non-transferable, limited and revocable right to access and use the Service.
3.2. The functionality of the Service may include, but is not limited to:
3.2.1. the tracking and management of tools, equipment, consumables, raw materials and inventory items across multiple locations;
3.2.2. the recording and monitoring of item check-in and check-out transactions;
3.2.3. the generation and management of barcodes, QR codes, labels and other identification mechanisms;
3.2.4. the creation of stock reports, inventory records, audit trails, activity logs and management reports;
3.2.5. the allocation and tracking of inventory usage against specific customers or cost centres;
3.2.6. the transfer of inventory, tools and materials between locations or business units; and
3.2.7. the administration of user accounts, permissions, roles and access rights.
3.3. TOOLFlow reserves the right, in its sole discretion and without incurring liability, to modify, enhance, discontinue, replace or remove any feature, functionality or component of the Service from time to time, provided that such changes do not materially deprive the Customer of the core functionality associated with its active subscription plan.
4. Account Registration
4.1. Access to the Service requires the registration of a valid company account.
4.2. The Customer warrants that all information submitted during the registration process, and any information subsequently provided to TOOLFlow, is true, accurate, complete and not misleading.
4.3. The Customer shall promptly update any information that becomes inaccurate, incomplete or outdated.
4.4. The Customer shall be solely responsible for maintaining the confidentiality and security of all account credentials, passwords, authentication information and access mechanisms associated with its account.
4.5. The Customer acknowledges and agrees that it is responsible for all activities conducted through its account, whether authorised by the Customer or not, unless such activities result directly from the proven gross negligence or wilful misconduct of TOOLFlow.
4.6. The Customer shall immediately notify TOOLFlow upon becoming aware of any unauthorised access to, use of, or compromise of its account, credentials or security systems.
4.7. The Customer shall ensure that all users authorised to access the Service comply with these Terms and any applicable policies communicated by TOOLFlow.
4.8. No person under the age of 18 (eighteen) years may register an account for the Service. By registering an account, the Customer warrants that the person creating the account is at least 18 (eighteen) years of age and possesses the legal capacity to enter into binding agreements.
5. Subscription Plans & Payment
5.1. TOOLFlow may offer various subscription plans with differing functionality, user limits, usage thresholds and pricing structures (i.e. Starter Plan, Professional Plan, Enterprise Plan).
5.2. Subscription Fees shall be charged in South African Rand (ZAR) and shall include value-added tax ("VAT") where applicable, unless expressly stated otherwise.
5.3. TOOLFlow may, in its discretion, offer a free trial period in respect of certain subscription plans. Unless otherwise stated, free trial access shall terminate automatically upon expiry of the applicable trial period.
5.4. Upon expiry of any free trial period, continued access to the Service shall be subject to payment of the applicable Subscription Fees.
5.5. Subscription Fees shall be payable in advance and in accordance with the billing cycle selected by the Customer.
5.6. Payments may be processed through PayFast or such other third-party payment service provider as TOOLFlow may designate from time to time. Payments made via PayFast are received by CFAM Agritech (Pty) Ltd acting solely as merchant of record on behalf of TOOLFlow, and that entity's name (or its registered trading name) may appear on the Customer's payment statement; CFAM Agritech (Pty) Ltd is not the owner or operator of the Service. The Customer acknowledges that the use of such payment services is subject to the applicable third-party terms and conditions, for which TOOLFlow accepts no responsibility.
5.7. Unless cancelled in accordance with these Terms, subscriptions shall automatically renew for successive billing periods corresponding with the Customer's selected subscription cycle (i.e. monthly or annually).
5.8. The Customer may cancel its subscription at any time through the Service. Cancellation shall take effect upon expiry of the then-current billing period, and no refund shall be payable in respect of any unused portion of the subscription period.
5.9. TOOLFlow reserves the right to amend Subscription Fees upon reasonable prior notice to the Customer. Any revised pricing shall apply only to future billing periods and shall not affect fees already paid.
5.10. TOOLFlow reserves the right to suspend or restrict access to the Service where any amount due and payable remains outstanding beyond the applicable payment due date.
6. Acceptable Use
6.1. The Customer undertakes to use the Service only for lawful purposes and in a manner consistent with these Terms, Applicable Law, public policy and good commercial practice.
6.2. The Customer shall not, and shall ensure that its users do not:
6.2.1. use the Service to create, store, transmit, distribute or process any content that is unlawful, fraudulent, defamatory, harmful, abusive, discriminatory, infringing or otherwise prohibited by Applicable Law;
6.2.2. attempt to gain unauthorised access to any account, database, server, network, system, infrastructure or information belonging to TOOLFlow or any third party;
6.2.3. interfere with, disrupt, impair, compromise or otherwise adversely affect the operation, integrity, security or performance of the Service or any related systems;
6.2.4. use bots, scripts, automated tools, crawlers, scraping technologies or similar mechanisms to extract, harvest or collect data from the Service without TOOLFlow's prior written consent;
6.2.5. share, disclose, transfer or permit access to account credentials by any unauthorised person;
6.2.6. use the Service in a manner that infringes the intellectual property rights, privacy rights or other legal rights of any person;
6.2.7. upload, distribute or transmit viruses, malware, ransomware, malicious code or any other harmful technology through the Service;
6.2.8. reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, underlying structure or operation of the Service; or
6.2.9. use the Service in any manner that contravenes any applicable law of the Republic of South Africa or any other jurisdiction in which the Customer operates.
6.3. TOOLFlow reserves the right, without prejudice to any other rights or remedies available to it, to suspend or terminate access to the Service where it reasonably believes that the Customer or any user has breached this clause.
7. Data & Your Content
7.1. The Customer shall retain all right, title and interest in and to any data, records, information, documents, reports, images, files, Personal Information and other content submitted to, uploaded to, stored on, generated through or otherwise processed by means of the Service ("Customer Data").
7.2. Nothing contained in these Terms shall be construed as transferring ownership of any Customer Data to TOOLFlow. All ownership rights in and to Customer Data shall remain vested in the Customer or its respective licensors.
7.3. The Customer hereby grants TOOLFlow a non-exclusive, worldwide, royalty-free, revocable licence for the duration of the Subscription to access, host, store, reproduce, transmit, process, modify, display and otherwise use the Customer Data solely to the extent reasonably necessary to provide, maintain, support, secure and improve the Service and to perform TOOLFlow's obligations under these Terms.
7.4. The Customer warrants and represents that:
7.4.1. it possesses all necessary rights, permissions, consents and lawful authority to upload, store, process and otherwise make available the Customer Data through the Service;
7.4.2. the Customer Data does not infringe the intellectual property rights, privacy rights or any other rights of any third party; and
7.4.3. the collection, processing, storage and use of any Personal Information contained in the Customer Data complies with all applicable legislation, including POPIA.
7.5. The Customer acknowledges that it remains solely responsible for the accuracy, quality, integrity, legality and reliability of the Customer Data and for ensuring that adequate backups of such Customer Data are maintained.
7.6. While TOOLFlow may implement backup, redundancy and disaster recovery measures as part of its operational procedures, the Customer acknowledges that such measures are provided for business continuity purposes only and do not relieve the Customer of its responsibility to maintain independent copies of critical business records.
7.7. TOOLFlow shall not be liable for any loss, corruption, destruction, alteration or unavailability of Customer Data arising from circumstances beyond its reasonable control, including but not limited to cyberattacks, malicious third-party conduct, internet failures, power interruptions, cloud infrastructure failures, force majeure events or the acts or omissions of the Customer or its authorised users.
8. Data Storage & Security
8.1. The Customer acknowledges and agrees that the Service is hosted and operated using third-party cloud infrastructure providers and that Customer Data may be stored, processed and transmitted through such infrastructure in accordance with the TOOLFlow Privacy Policy.
8.2. TOOLFlow shall implement and maintain reasonable technical and organisational measures designed to protect Customer Data against unauthorised access, acquisition, disclosure, alteration, destruction or loss, having regard to generally accepted information security practices and procedures and the requirements of applicable legislation.
8.3. Without limiting the generality of clause 8.2, TOOLFlow may utilise security measures including:
8.3.1. authentication controls and identity verification mechanisms for authorised users;
8.3.2. application integrity and access verification technologies;
8.3.3. encryption of data transmitted between users and the Service using industry-standard transport layer security protocols;
8.3.4. role-based access controls restricting user access according to assigned permissions and responsibilities; and
8.3.5. monitoring, logging and security management processes designed to identify and mitigate unauthorised access or misuse.
8.4. TOOLFlow reserves the right to modify, enhance, replace or update its security measures from time to time in accordance with technological developments, operational requirements and industry best practices.
8.5. The Customer acknowledges that no method of electronic transmission, storage, processing or security control can guarantee absolute security, and that despite the implementation of reasonable safeguards, the risk of unauthorised access, cyberattacks, data breaches or other security incidents cannot be entirely eliminated.
8.6. Accordingly, TOOLFlow does not warrant or guarantee that the Service will be completely secure, uninterrupted or free from vulnerabilities, and the Customer accepts the inherent risks associated with the use of internet-based software services.
9. Account Deletion
9.1. Subject to these Terms, the Customer may permanently delete its Account at any time through the administrative functionality made available within the Service.
9.2. Upon completion of the account deletion process, the Customer's access to the Service shall immediately terminate and the associated Customer Data may be permanently removed from TOOLFlow's active production systems.
9.3. Account deletion may result in the permanent removal of, inter alia:
9.3.1. company and organisational records;
9.3.2. location information;
9.3.3. tool, inventory and material records;
9.3.4. transaction histories and audit logs;
9.3.5. user profiles and permissions; and
9.3.6. authentication credentials associated with the Customer's Account.
9.4. The Customer acknowledges and agrees that the deletion of an Account is irreversible and that, once the deletion process has been completed, TOOLFlow may be unable to recover any Customer Data associated with the deleted Account.
9.5. Prior to initiating account deletion, the Customer is solely responsible for exporting and retaining any Customer Data it wishes to preserve using the CSV export functionality available through the Service.
9.6. TOOLFlow shall not be liable for any loss, damage or prejudice arising from the deletion of Customer Data at the Customer's request or in accordance with these Terms.
10. Service Availability
10.1. TOOLFlow shall use commercially reasonable efforts to make the Service available to Customers on a continuous basis.
10.2. Notwithstanding clause 9.1, TOOLFlow does not warrant or guarantee that the Service will be available at all times or that access thereto will be uninterrupted, error-free or free from delays.
10.3. The Customer acknowledges that the availability of the Service may be affected by factors including, without limitation:
10.3.1. scheduled maintenance and system upgrades;
10.3.2. emergency maintenance required to protect the security, integrity or stability of the Service;
10.3.3. modifications, enhancements or improvements to the Service;
10.3.4. failures or interruptions affecting telecommunications networks, internet service providers, cloud infrastructure providers or other third-party services;
10.3.5. cyberattacks, malicious activity, security incidents or other events affecting the operation of the Service; and
10.3.6. force majeure events or circumstances beyond the reasonable control of TOOLFlow.
10.4. TOOLFlow reserves the right to temporarily suspend, restrict or interrupt access to the Service where reasonably necessary to perform maintenance, implement upgrades, investigate security concerns, comply with legal obligations or protect the integrity of the Service.
10.5. Where reasonably practicable, TOOLFlow shall endeavour to provide advance notice of scheduled maintenance or planned service interruptions, provided that TOOLFlow shall not be obliged to provide prior notice where immediate action is required to address operational, security or legal concerns.
10.6. Temporary interruptions, downtime, delays or restrictions in access to the Service shall not constitute a breach of these Terms and shall not entitle the Customer to any refund, compensation or damages, except where otherwise required by applicable law.
11. Limitation of Liability
11.1. The Service is provided on an "as is" and "as available" basis.
11.2. To the maximum extent permitted by law, we disclaim all warranties, representations and conditions, whether express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted availability, accuracy and reliability.
11.3. TOOLFlow shall not be liable for any indirect, consequential, incidental, special, punitive or economic loss, including loss of profits, loss of revenue, loss of business opportunity, loss of goodwill, business interruption, loss of data, or reputational damage arising from or connected with the Service.
11.4. TOOLFlow shall not be liable for any loss arising from:
11.4.1. unauthorised access to customer accounts caused by compromised credentials;
11.4.2. customer misconfiguration of permissions;
11.4.3. acts or omissions of customer personnel;
11.4.4. third-party service outages;
11.4.5. internet failures;
11.4.6. cyberattacks, malware, ransomware, denial-of-service attacks, or other malicious conduct by third parties;
11.4.7. inaccurate, incomplete or unlawful customer data.
11.5. Without limiting the foregoing, our aggregate liability arising from or relating to the Service, whether in contract, delict, negligence, statute or otherwise, shall not exceed the total subscription fees paid by the customer during the 12 (twelve) months immediately preceding the event giving rise to the claim.
11.6. Nothing in these Terms excludes liability where such exclusion is prohibited by applicable law.
12. Indemnification
12.1. The Customer indemnifies, defends and holds harmless TOOLFlow, its owners, directors, officers, employees, contractors and agents against any and all claims, demands, proceedings, damages, losses, liabilities, penalties, fines, costs and expenses (including legal costs on the attorney-and-client scale) arising from or relating to:
12.1.1. Customer Data;
12.1.2. the Customer's breach of these Terms;
12.1.3. the Customer's breach of POPIA or any other applicable law;
12.1.4. unauthorised access resulting from the Customer's failure to safeguard credentials;
12.1.5. the Customer's failure to obtain necessary consents or provide required notices;
12.1.6. any claim brought by employees, contractors, customers, suppliers or other third parties whose information has been processed through the Service at the Customer's instruction.
13. Amendment of Terms
13.1. TOOLFlow reserves the right, in its sole discretion, to amend, modify, supplement or replace these Terms from time to time in order to reflect changes in applicable legislation, regulatory requirements, industry practices, operational requirements, business practices, technological developments or the functionality of the Service.
13.2. Where any amendment materially affects the rights or obligations of the Customer, TOOLFlow shall use reasonable efforts to provide advance notice of such amendment by electronic mail, through the Service, or by any other reasonable means of communication selected by TOOLFlow.
13.3. Unless a longer notice period is required by Applicable Law, any material amendment to these Terms shall become effective no sooner than 14 (fourteen) days after notice thereof has been provided to the Customer.
13.4. Amendments which are administrative, non-material, beneficial to the Customer, required by law, or necessary to address security, fraud prevention or operational concerns may become effective immediately upon publication or notification.
13.5. The Customer is responsible for reviewing the most current version of these Terms from time to time.
13.6. The Customer's continued access to or use of the Service following the effective date of any amendment shall constitute acceptance of the amended Terms and shall be deemed to create a binding agreement between the Customer and TOOLFlow incorporating such amendments.
If the Customer does not agree to any amendment to these Terms, the Customer's sole remedy shall be to discontinue use of the Service and, where applicable, terminate its Subscription in accordance with these Terms.
14. Suspension, Termination and Effect of Termination
14.1. TOOLFlow may, without prejudice to any other rights or remedies available to it in law or under these Terms, suspend, restrict or terminate the Customer's access to the Service, in whole or in part, with immediate effect upon written notice to the Customer where:
14.1.1. the Customer breaches any provision of these Terms and, where such breach is capable of remedy, fails to remedy the breach within 7 (seven) days after receiving written notice requiring it to do so;
14.1.2. any Subscription Fee or other amount due to TOOLFlow remains unpaid for a period exceeding 7 (seven) days after the applicable due date;
14.1.3. TOOLFlow reasonably suspects that the Customer's Account is being used for fraudulent, unlawful, unauthorised or malicious purposes;
14.1.4. the continued operation of the Customer's Account poses a security risk to the Service, TOOLFlow, other customers or third parties;
14.1.5. TOOLFlow is required to do so in order to comply with any Applicable Law, regulatory requirement, court order or lawful instruction issued by a competent authority; or
14.1.6. the Customer becomes insolvent, enters into business rescue proceedings, is provisionally or finally liquidated, ceases to conduct business, or becomes subject to any analogous process under Applicable Law.
14.2. TOOLFlow may suspend access to the Service on a temporary basis where such suspension is reasonably necessary to investigate suspected breaches of these Terms, security incidents, fraudulent activity or unlawful conduct.
14.3. Any suspension implemented in accordance with this clause shall not constitute a breach of these Terms and shall not entitle the Customer to any refund, compensation, damages or reduction in Subscription Fees.
14.4. The Customer may terminate its Subscription at any time through the account administration functionality made available within the Service, subject to the provisions of these Terms.
14.5. Upon termination or expiry of the Subscription for any reason:
14.5.1. all rights granted to the Customer under these Terms shall immediately terminate;
14.5.2. the Customer shall cease all access to and use of the Service;
14.5.3. TOOLFlow may disable or remove access credentials associated with the Customer's Account; and
14.5.4. the Customer shall remain liable for all amounts due and payable to TOOLFlow up to the effective date of termination.
14.6. Where TOOLFlow terminates the Customer's access to the Service, TOOLFlow may, in its sole discretion, retain Customer Data for a period of up to 30 (thirty) days following termination for the limited purpose of allowing the Customer to export such data, unless earlier deletion is required by law, regulatory obligation or technical necessity.
14.7. Upon expiry of the retention period referred to in clause 14.6, TOOLFlow may permanently delete or anonymise the Customer Data and shall have no obligation to retain, restore, recover or provide access to such data thereafter.
14.8. Where the Customer elects to permanently delete its Account through the Service during an active Subscription period, the Customer acknowledges and agrees that:
14.8.1. such deletion constitutes an irrevocable instruction to permanently remove the Account and associated Customer Data;
14.8.2. Customer Data may be permanently deleted immediately upon completion of the deletion process without any retention period;
14.8.3. TOOLFlow may be unable to recover any Customer Data once deletion has occurred; and
14.8.4. the Customer is solely responsible for exporting and retaining any Customer Data it wishes to preserve prior to initiating the deletion process through the CSV export functionality provided as part of the Service.
14.9. TOOLFlow shall not be liable for any loss, damage, liability, cost or expense arising from the suspension, termination, deletion or removal of any Account or Customer Data in accordance with these Terms.
14.10. The provisions of these Terms which by their nature are intended to survive termination, including but not limited to provisions relating to intellectual property, confidentiality, limitation of liability, indemnities, data protection, dispute resolution and governing law, shall remain in full force and effect notwithstanding the termination or expiry of these Terms.
15. Security Incidents
15.1. TOOLFlow reserves the right to suspend access to all or part of the Service where reasonably necessary to investigate, prevent, contain or remediate a suspected or actual security incident, data breach, cyberattack, vulnerability or system compromise.
15.2. The Customer acknowledges that such action may be necessary to protect the integrity, confidentiality or availability of the Service and shall not constitute a breach of these Terms.
16. Personal Information and POPIA Compliance
16.1. The Customer acknowledges that it determines the purpose and means of processing Personal Information entered into the Service and is accordingly the responsible party for purposes of POPIA.
16.2. TOOLFlow processes such Personal Information solely on behalf of, and under the instructions of, the customer for the purpose of providing the Service.
16.3. The Customer remains responsible for ensuring that any Personal Information processed through the Service is collected, used, retained and disclosed in compliance with POPIA.
16.4. TOOLFlow shall implement reasonable technical and organisational safeguards to protect Personal Information in accordance with section 19 of POPIA but shall not be liable for any processing activity initiated, directed or authorised by the Customer.
17. Force Majeure
17.1. We will not be liable for any failure or delay in performing its obligations arising from events beyond its reasonable control, including acts of God, natural disasters, epidemic or pandemic events, labour disputes, civil unrest, governmental action, power failures, internet outages, telecommunications failures, cyberattacks, denial-of-service attacks, failures of third-party hosting providers, cloud infrastructure outages or other force majeure events.
17.2. Performance of affected obligations shall be suspended for the duration of the force majeure event.
18. Intellectual Property Rights
18.1. The Service, including all software, source code, object code, databases, algorithms, user interfaces, designs, graphics, documentation, functionality, trademarks, trade names, logos, know-how and related intellectual property rights, are and shall remain the exclusive property of TOOLFlow and/or its licensors.
18.2. The Customer acquires no ownership rights in the Service and is granted only a limited, non-exclusive, non-transferable and revocable right to access and use the Service during the Subscription period in accordance with these Terms.
18.3. The Customer shall not, and shall not permit any third party to:
18.3.1. copy, modify, adapt, translate or create derivative works from the Service;
18.3.2. reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the Service;
18.3.3. remove, alter or obscure any proprietary notices contained in the Service;
18.3.4. use the Service for the purpose of developing a competing product or service;
18.3.5. licence, sublicense, distribute, lease, rent, sell, assign or otherwise exploit the Service except as expressly authorised by TOOLFlow.
18.4. Any feedback, suggestions, enhancement requests, recommendations or other input provided by the Customer relating to the Service may be used by TOOLFlow without restriction and without compensation to the Customer.
19. Confidentiality
19.1. Each party acknowledges that it may receive Confidential Information belonging to the other party.
19.2. Each party undertakes to:
19.2.1. keep Confidential Information strictly confidential;
19.2.2. use Confidential Information solely for the purpose of exercising its rights and performing its obligations under these Terms;
19.2.3. implement reasonable safeguards to protect Confidential Information against unauthorised access, use or disclosure; and
19.2.4. not disclose Confidential Information to any third party except where necessary for the performance of these Terms or where required by law.
19.3. The obligations contained in this clause shall not apply to information which:
19.3.1. is publicly available through no breach of these Terms;
19.3.2. was lawfully known to the receiving party before disclosure;
19.3.3. is independently developed without reference to the Confidential Information; or
19.3.4. is required to be disclosed by law, regulation or court order.
19.4. The obligations contained in this clause shall survive termination of these Terms for a period of 5 (five) years following termination, provided that trade secrets shall remain confidential for so long as they retain their confidential character.
20. Third Party Services
20.1. The Customer acknowledges that the Service may rely upon or integrate with Third Party Services including hosting providers, authentication providers, cloud infrastructure providers, payment processors, email service providers and communication networks.
20.2. TOOLFlow does not own or control Third-Party Services and shall not be responsible for the availability, security, performance, acts or omissions of any Third Party Service provider.
20.3. Any interruption, suspension, delay, defect or failure attributable to a Third Party Service shall not constitute a breach of these Terms by TOOLFlow.
21. Relationship of Parties
21.1. Nothing in these Terms shall be construed as creating any partnership, joint venture, employment relationship, agency relationship or fiduciary relationship between TOOLFlow and the Customer.
21.2. Each party acts as an independent contracting party.
22. Assignment
22.1 The Customer may not cede, assign, delegate, transfer or otherwise dispose of any of its rights or obligations under these Terms without the prior written consent of TOOLFlow.
22.2 TOOLFlow may cede, assign, delegate, transfer or otherwise dispose of any of its rights or obligations under these Terms to any successor, affiliate, purchaser or acquirer of its business without the consent of the Customer.
23. Entire Agreement
These Terms, together with the Privacy Policy and any subscription documentation expressly incorporated by reference, constitute the entire agreement between the parties and supersede all prior discussions, negotiations, understandings, representations and agreements relating to the subject matter hereof.
24. Waiver
No failure, delay or relaxation by either party in exercising any right, power or remedy under these Terms shall operate as a waiver thereof, nor shall any partial exercise of any right preclude any further exercise thereof.
25. Severability
If any provision of these Terms is found by a court of competent jurisdiction to be unlawful, invalid or unenforceable, such provision shall be severed from the remaining provisions, which shall continue in full force and effect.
26. Survival
The provisions relating to confidentiality, intellectual property, limitation of liability, indemnities, payment obligations, dispute resolution, data protection, governing law and any provision which by its nature is intended to survive termination shall survive termination or expiry of these Terms.
27. Dispute Resolution
27.1 The parties shall first attempt in good faith to resolve any dispute arising from or relating to these Terms through negotiation.
27.2 If the dispute is not resolved within 15 (fifteen) Business Days after written notice of the dispute, either party may refer the dispute to mediation.
27.3 Nothing in this clause shall prevent either party from approaching a court of competent jurisdiction for urgent or interim relief.
28. Electronic Communications
The Customer consents to receiving notices, disclosures, invoices, statements, amendments, updates and other communications electronically by email or through the Service. Such communications shall be deemed to satisfy any legal requirement that communications be in writing.
29. Notices
29.1 Any notice given under these Terms shall be in writing and delivered by email to the contact details designated by the receiving party.
29.2 Notices sent by email shall be deemed received on the Business Day following transmission unless the sender receives a delivery failure notification.
30. Consumer Protection Act
To the extent permitted by law, and where the Customer is a juristic person or otherwise falls outside the scope of protection afforded by the Consumer Protection Act 68 of 2008, the provisions of the Consumer Protection Act shall not apply to these Terms or the Service.
31. Governing Law
31.1. These Terms, and any dispute, claim or cause of action arising out of or in connection with these Terms, the Service or the relationship between the parties, shall be governed by and interpreted in accordance with the laws of the Republic of South Africa.
31.2. The parties hereby consent, in terms of section 45 of the Magistrates' Courts Act 32 of 1944, to the jurisdiction of the Magistrates' Court having jurisdiction over any proceedings arising from or relating to these Terms, notwithstanding that such proceedings may otherwise fall outside the monetary or territorial jurisdiction of the Magistrates' Court.
31.3. The party substantially successful in any litigation arising from or relating to these Terms shall be entitled to recover its legal costs and disbursements from the unsuccessful party on the scale as between party and party, unless the court directs otherwise.
32. Contact Us
If you have questions about these Terms, contact us at:
Email: info@toolflow.co.za
Website: www.toolflow.co.za