AFRIWISE LAW EXPLORER (PTY) LTD – TERMS AND CONDITIONS FOR SUBSCRIBERS
Effective August 2025
This Agreement is between Afriwise Law Explorer (Pty) Ltd, a company incorporated in South Africa under registration number 2025/262846/07whose registered office is at Cedarwood House, Ballywoods Office Park, 33 Ballyclare Drive, Bryanston, Johannesburg, South Africa, 2191and trading as Afriwise Law Explorer ("We" or "Us") and the company, legal entity or individual set out in the Quotation as supplemented by the Details Form ("You" or "Subscriber"). The following terms and conditions govern Your use of the secured part of the web based application made available by Afriwise at www.afriwise.com (the “Platform”) and of the materials and the content available thereon (“Materials”).
You must read the terms and conditions contained herein carefully before using the Platform and the Materials. Once you accepted the Quotation, the Quotation as supplemented by the Details Form together with the terms and conditions contained herein, constitute a legal and enforceable contract between You and Us. By your continued use of the Platform, accessing the Materials, clicking the “I agree”’ button where relevant or otherwise indicating agreement electronically, you agree to the terms and conditions as in force at any given time (as these may have been amended from time to time).
Other provisions that govern your and your Authorised Users’ use of the Platform and the Materials are set forth in the Website Terms of Use, the Website Terms of Service, the Privacy Policy, disclaimers on the Platform and Materials and online notices provided to your Authorised User(s) through the Platform (together the “Additional Terms”). To the extent there is any inconsistency between any of those terms and this Agreement, this Agreement shall prevail.
1. INTERPRETATION
1.1 The following definitions apply to this Agreement:
“Agreement”: means the Quotation as supplemented by the Details Form and the terms and conditions contained herein.
“Authorised User”: means You, if You are a natural person. If You are a company or other legal entity, "Authorised User" means an individual nominated as an Authorised User in accordance with clause 3.
“Business Day”: means any day which is not a Saturday, Sunday or public holiday in South Africa.
“Details Form”: means the form completed by you, subsequent to acceptance of the Quotation, which sets out, among others, the entity to be invoiced, billing contact details and the details of your Authorised Users.
“Effective Date”: means the date of acceptance of the Quotation.
“Fees”: means the fees payable by You for accessing the Platform and the relevant Materials as set out in the Quotation.
“Intellectual Property Rights”: means all copyright and related rights, patents, rights to inventions, utility models, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection.
“Materials”: means any information displayed on the Platform, which is owned by, licenced to or operated by Us and made available to You on the Platform under this Agreement, as described in the Quotation.
“Quotation”: the Quotation we sent to you and which has been accepted and signed by You and which sets out, among others, the Materials You have access to, the Term, the Fees and the number Authorised Users.
“Platform”: the online application, developed by Us, with the registered brand name “Afriwise” and made available through the website www.afriwise.com.
“Term”: means the initial term of this Agreement, as indicated in the Quotation, or any renewal term in accordance with this Agreement, during which You can make use of the Platform;
“We”, “ Us” or “Our” : means a company incorporated in South Africa under registration number 2025/262846/07whose registered office is at Cedarwood House, Ballywoods Office Park, 33 Ballyclare Drive, Bryanston, Johannesburg, South Africa, 2191 ; and
“You”, “Subscriber” or “Your” means the company, legal entity or individual set out in the Quotation as supplemented by the Details Form as subscriber to the Platform.
2. GRANT OF LICENCE
2.1 In return for payment of the Fees, We grant You a limited, personal, worldwide, non-exclusive and non-transferable licence to access and use the Platform and the Materials (in accordance with the permitted use as set out in this Agreement) for your own internal purposes only, for the duration of the Term, under the terms and conditions as set out herein.
2.2 All right, title, and interest (including all copyrights and other intellectual property rights) in the Platform and Materials (in both print and machine-readable forms) belong to us or our third party suppliers. You acquire no ownership of copyright or other intellectual property rights or proprietary interest in the Platform, Materials, or copies thereof.
2.3 Except as specifically provided herein, you may not use the Platform or Materials retrieved from the Platform in any fashion that infringes the copyright or proprietary interests therein.
2.4 Materials and features may be added to or withdrawn from the Platform and the Platform may otherwise be changed without notice. You agree that Your order is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Us regarding future functionality or features.
3. AUTHORISED USERS
3.1 Your access to the Platform shall be restricted to Authorised Users only.
3.2 If You are a natural person, We will issue a user username and password to You as an Authorised User. If You are a company or other legal entity, access to the Platform will be limited to the maximum number of Authorised Users specified in the Quotation. We will issue a user username and password to each individual nominated as an Authorised User in the Details Form.
3.3 You may change an individual nominated as Authorised User at any time. In such case, We will issue a user username and password to the new individual nominated as an Authorised User and disable the username and password of any individual no longer nominated as an Authorised User.
3.4 Only Your Authorised Users shall be entitled to access and use the Platform and Materials.
3.5 Any password created by or issued to an Authorised User is personal and confidential to that Authorised User. If we suspect that any password is being used by someone who is not an Authorised User or a different Authorised User to the person to whom it was issued, access to the Platform for the relevant Authorised User may be suspended.
3.6 You must ensure that each person having access to the Platform and Materials:
- is an Authorised User; and
- is using the Platform and Materials only in accordance with the terms and conditions set out in this Agreement and the Additional Terms.
4. LIMITATIONS TO THE LICENCE - YOUR UNDERTAKINGS
4.1 You undertake not to (and will procure that Your Authorised Users will not) perform any of the acts referred to in this Clause 4 except to the extent and only to the extent permitted by law to You and only then for the specific limited purpose permitted by law or hereunder.
4.2 The licence granted to you under this Agreement, is subject to the following limitations:
- the right to electronically display Materials from the Platform is limited to the display of such Materials primarily to as many persons at a time as your number of Authorised Users;
- the right to download and make printouts of Materials is limited to a reasonable portion of the Materials ; and
- the right to retrieve and store machine-readable copies of Materials is limited to the retrieval of a single copy of a reasonable portion of the Materials included in any individual file of the Platform and storage of that copy in machine readable form for no more than 90 days primarily for your Authorised Users’ exclusive use. Insubstantial electronic copies of the Materials may be stored beyond the time restriction referred to in this clause where: (i) the Materials have been incorporated into advice provided to a specific client in respect of a specific matter; and/or (ii) the Material is required to be kept for some legal, regulatory or evidential requirement. This clause is subject to the overriding obligation upon You not to create your own independently searchable database of the Materials.
4.3 You undertake (and will procure your Authorised Users adhere to this undertaking):
- only to use the Platform and the Materials for your own legal questions and requirements;
- not to copy the Platform, Materials or parts thereof nor otherwise to reproduce the Platform, Materials or parts thereof;
- not to translate, adapt, disassemble, decompile, reverse engineer, vary or modify the Platform;
- not to make access to the Platform and/or Materials available to any person other than the Authorised Users, nor to permit direct or indirect access to the Platform and/or Materials in a way that circumvents a contractual usage limit;
- not to use the Platform and/or Materials for any unlawful purpose;
- not to use the Platform and/or Materials to attract customers away from Us or to procure commercial advantage over Us or to use it in any other way which is likely to be detrimental to Us or Our business;
- not to sell, resell, license, sublicense, distribute, make available, rent or lease the Platform and/or Materials to any third party, including companies linked to You;
- not to remove or obscure disclaimers, logos, copyright notices or other notices contained in Materials retrieved from the Platform; and
- not to permit a third party to do any of the acts set out in this Clause
4.4 All access to and use of the Platform via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Platform is strictly prohibited. Use of the Platform is permitted only via manually conducted, discrete, individual search and retrieval activities.
4.5 You undertake to supervise and control the use of the Platform and the Materials in accordance with the terms of this Agreement, to remain responsible at all times for Your Authorised Users’ compliance with this Agreement, to use all commercially reasonable efforts to prevent unauthorised access to or use of the Platform and the Materials, and to notify us promptly of any such unauthorised access or use.
4.6 You will procure that each Authorised User will keep its password confidential. We will not be liable for any losses or damage suffered by You due the disclosure of its password by any Authorised User.
4.7 You undertake that, with immediate effect from the date of expiry of the Term or from the date of termination or discontinuance of the licence granted to you under this Agreement, for whatever reason, You will cease all usage of the Platform.
4.8 You permit Us, at any time, to inspect such of your usage records pertaining to the Platform as may be reasonably necessary for the purpose of verifying Your compliance with the terms of this Agreement. In the event that We discover over-usage of the Platform then, without prejudice to Our other rights and remedies, We reserve the right to charge You, and You agree to pay, any additional Licence Fees related to such over-usage.
5. FEES AND PAYMENT
5.1 You expressly agree to electronic invoicing and you will pay the Fees by bank transfer in advance on entry of this Agreement.
5.2 All amounts set out in the Quotation exclude VAT, if applicable, as well as any taxes, levies, or duties. If We have a legal obligation to pay or collect Taxes for which You are responsible, We will invoice You and You will pay the amount concerned unless You provide us with a valid tax exemption certificate.
5.3 In addition to any other rights or remedies We have, if You fail to make any payments within 30 days of the date of the invoice or otherwise in accordance with this Agreement:
- late payment interest will accrue – by operation of law and without prior notice of default being required – on such due amounts at an interest rate of 1% a month, commencing on the due date and continuing until fully paid, as well as liquidated damages of 15 % of the total invoice amount, whether before or after judgment; and
- We may immediately suspend the accounts of your Authorised Users.
5.4 Under no circumstances do We guarantee that We will maintain the level of your current Fees for each new Term. The fees for each new Term will be agreed upon between You and Us before a new Terms starts. Promotional gifts by Us, in any form whatsoever (including, but not limited to price reductions and discounts), shall only be applicable for one Term and You explicitly acknowledge that such promotional gifts can never entail an implied right thereto.
5.5 If You terminate the Agreement (for whatsoever reason other than in accordance with clause 10.1), the amounts already paid to Us shall be kept by Us and not returned.
6. REPS AND WARRANTIES
6.1 We represent and warrant that we have the right and authority to make the Platform and the Materials available pursuant to this Agreement.
6.2 You represent and warrant that you validly enter into this Agreement and have the legal power to do so.
6.3 To the extent permitted by law, We disclaim all warranties with respect to the Platform and the Materials which are not expressly set out in this Agreement, including but not limited to any implied warranties or terms and conditions of satisfactory quality or fitness for any particular purpose.
6.4 The Platform and Materials are provided on an "as is", "as available" basis and we make no express warranties under this agreement, including without limitation that the Platform and the Materials are or will be complete or free from errors or that information will continue to be available to us to enable us to keep the Platform and Materials up-to-date.
6.5 The Materials are provided for reference purposes only and are not intended, nor should they be used, as a substitute for professional advice or judgement or to provide legal advice with respect to particular circumstances. Whilst reasonable efforts are made to keep the Materials up to date, you should obtain independent verification or advice before relying upon any piece of information contained on the Platform or in the Materials in circumstances where loss or damage may result.
7. LIMITATION OF LIABILITY
7.1 To the maximum extent permitted by law, a Covered Party (as defined below) shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in or omissions from the Platform or any Materials available or not included therein, (b) the unavailability or interruption to the supply of the Platform or any features thereof or any Materials, (c) Your use or misuse of the Platform or Materials (regardless of whether You received any assistance from a Covered Party in using or misusing the Platform ), (d) your use of any equipment in connection with the Platform , (e) the content of Materials, (f) any delay or failure in performance beyond the reasonable control of a Covered Party, or (g) any negligence of a Covered Party or its directors, employees, contractors or agents in connection with the performance of our obligations under this agreement.
7.2 "Covered Party" means (a) Us, our affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of us or our affiliates; and (b) each third party supplier of Materials, their affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of any third party supplier of Materials or any of their affiliates.
7.3 The aggregate liability of the Covered Parties in connection with any other claim arising out of or relating to the Platform or Materials shall not exceed the lesser of Your actual direct damages or the amount You paid for the online services in the twelve month period immediately preceding the date the claim arose. Your right to monetary damages in that amount shall be in lieu of all other remedies which you may have against any Covered Party.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 You acknowledge that any and all of the Intellectual Property Rights subsisting in or used in connection with the Platform and the Materials remain the sole property of Us. You agree to immediately notify Us of any actual or suspected infringement and You also agree not to use any of Our trade marks as any part of the name under which You conduct Your business.
8.2 We will indemnify You from and against any claim made or threatened against You alleging that Use of the Platform in accordance with this Agreement infringes the Intellectual Property Rights of any third party (a “Claim”).
8.3 You shall:
- promptly give Us written notice of any Claim of which You become aware;
- allow Us to have conduct of and/or to settle any negotiations and/or proceedings in relation to any Claim;
- not make any admission of liability, agreement or compromise in relation to any Claim without Our prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); and
- at Our expense, give Us such information and assistance in relation to the negotiations and proceedings in relation to any Claim as is reasonably requested by Us.
8.4 The indemnity in Clause 8.2 shall not extend to any Claim which arises as a result of:
- Your Use of the Platform with software, hardware or networks not approved by Us ;
- any modification to the Platform made by any person other than Us, Our employees or agents if such modification has not been authorised by Us; or
- Your use of the Platform for a purpose not permitted under this Agreement.
8.5 You shall take reasonable steps to mitigate Your loss arising as a consequence of or in connection with any Claim.
9. CONFIDENTIALITY
9.1 In this clause, “Confidential Information” means any information that is clearly labelled or identified as confidential or ought reasonably be treated as being confidential and includes the terms of this Agreement and the Fees due hereunder. Confidential Information excludes any information which :
- is or becomes publicly known other than through a breach of this Agreement;
- was in the receiving party’s lawful possession before the disclosure;
- is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
- is independently developed by the receiving party and that independent development can be shown by written evidence; or
- is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
9.2 Each party will hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party unless that third party is subject to an equivalent duty of confidentiality. Neither party will use the other’s Confidential Information for any purpose other than the implementation of this Agreement.
9.3 Each party will take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees, agents or independent contractors in breach of the terms of this Agreement.
9.4 Notwithstanding the mutual confidentiality undertaking contained in this clause 9, You agree that we may publicise the bare fact that You are a user of the Platform. We may ask You, providing Your experience of using the Platform is favourable, to furnish Us with a quotation describing Your positive experience which We may use in marketing campaigns as We shall in our discretion think fit.
9.5 This clause 9 will survive termination of this Agreement for a period of 5 years.
10. TERM
10.1 Either party may terminate this Agreement prior to the expiry of any Term upon notice to the other for material breach. Our only obligation in this event shall be the pro rata refund of any Fees paid.
10.2 We may suspend or discontinue providing the Platform to you without notice and pursue any other remedy legally available to us if you fail to comply with any of your obligations hereunder.
10.3 Unless You terminate this Agreement or indicate that You wish to amend Your licence under this Agreement no later than two (2) months before the end of the Term, the Term is extended by tacit agreement for a one year term. Any termination or amendment must be communicated by e-mail to your point of contact or info@afriwise.com.
11. MISCALLENEOUS
11.1 The terms and conditions contained in this Agreement may be changed by Us from time to time, however changes detrimental to you may only take effect at renewal of your Term. All other provisions may be changed by simple notice. If any changes are made to this Agreement, You may terminate the Agreement upon written notice to us if any change is unacceptable to You. For termination to be effective under this clause, We must receive your notice of termination within 90 days of the effective date of the change. Continued use of the Platform following the effective date of any change constitutes acceptance of the change but does not affect your termination rights.
11.2 Except as otherwise provided herein, all notices and other communications to you hereunder shall be by e-mail or displayed electronically on the Platform. Notices to you shall be deemed to have been properly given on the date sent, if sent by e-mail; on the date first made available, if displayed on the Platform; or on the date received, if delivered in any other manner. Notices to us should be sent to us by e-mail on info@afriwise.com or by using the contact admin tool in the Platform.
11.3 Each third party supplier of Materials has the right to assert and enforce provisions contained in this Agreement aimed at protecting such suppliers, directly on its own behalf as a third party beneficiary.
11.4 The failure of us or any third party supplier of Materials to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.
11.5 You may not assign Your rights or delegate Your duties under this Agreement without our prior written consent.
11.6 This Agreement shall be governed by and construed in accordance with the laws of South Africa. Any dispute arising in connection with this Agreement shall be submitted to the exclusive jurisdiction of the competent court in South Africa.
11.7 This Agreement will be enforced to the fullest extent permitted by applicable law. If anything in this Agreement is unenforceable, illegal or void then it is severed and the rest of the terms and conditions contained herein remains in force.