Master Services Agreement (MSA)

Version: 2.3

Date last updated: 20 September 2022

Part A - General

“We”, “Our”, or “DocNinja”, means DocNinja (Pty) Ltd, registered under the laws of the Republic of South Africa, with registration number 2019/333228/07.

“You” or “Your” means the customer stipulated in the Order Form.

These Terms are incorporated into the Order Form by reference.

If there is a conflict between the Order Form and these Terms, the Order Form applies.

We cannot make unilateral changes to the Order Form, but We may, from time to time, make changes to these Terms.

We will notify You of any material changes and the effective date of the changes by email or by publishing a notice on Our Website.

If You are not happy with any changes to these Terms, You must notify Us within 30 days from the effective date of the updated Terms.

If You do not notify Us within 30 days, the updated Terms will be regarded as binding from the effective date thereof.

Part B - Services

We give You a non-exclusive, non-transferable, limited right to access and use the System. This right is not a licence, and You do not get any rights to Our intellectual property or any intellectual property that We may licence from third parties.

The number of Users per the Order Form is the minimum number of Users for Your account and for the Term as per the Order Form.

You must provide Us with the names and email addresses of the users before the System Live Date. 

We will send the people who must be assigned a user account a registration link to create their user accounts.

If a person to whom a user account has been assigned leaves Your employment, You must notify Us as soon as possible. You may also notify Us of any replacement person to whom the user account must be assigned.  

People to whom user accounts have been assigned must not share their login credentials with anyone else.

Suppose it comes to Our attention that any person to whom a user account has not been allocated uses the System. In that case, We reserve the right to bill You for an additional User at our prevailing subscription price.

A pricing tier includes a maximum number of Transactions each month.

Unless otherwise stipulated in the Order Form, any Transactions not used within the particular month will not carry over to the next month.

Should You exceed the maximum number of allowed Transactions during a month, We will charge You for each additional Transaction exceeding the allowed Transactions at the per transaction price of Your existing pricing tier.

Standard support

If You need help with something relating to the System, You must reach out to Us by sending a support request using the Customer Portal.

When sending a support request, You must provide sufficient information to enable Us to understand the request.

We will then assess and allocate the request to the person suited to help You.

The support service levels are as per our Service Level Agreement.

 

Comprehensive support

With the advanced package, You can make use of the Customer Portal or contact Us.

When sending a support request through the Customer Portal, You must provide sufficient information to enable Us to understand the request.

We will then assess and allocate the request to the person suited to help You. 

The support service levels are as per our Service Level Agreement.

The Order Form indicates the number of professional services hours You can use within a month.

Any professional services not used within a particular month will not carry over to the next month.

The professional services available to You are as per our features page.

Before We proceed to provide the professional services, You must provide Us with sufficiently detailed specifications to enable us to provide the professional services.

Should the professional services require more than 5 hours of work (over and above the hours provided per Your package), We will first provide You with a proposal before we proceed with the professional services.

If You change the specifications for any professional services, We may charge for additional work per Our standard rates.

Acceptance

Once We have completed the professional service, We will make the deliverable relating to it available for You to test.

You will have 7 days to test the provided deliverable.

If the deliverable is not in line with the specifications, We will bring the deliverable in line with the specifications at no additional cost.

If You do not notify Us of anything not in line with the specifications within 7 days, We will regard the deliverable as accepted.

We will charge our standard rates for any changes after acceptance of the deliverable.

Part C - System

You must not:

  • disassemble, reverse engineer, modify, or create derivative works of any aspect of the System;
  • use the System in violation of applicable laws;
  • circumvent or disable any security features or other aspect of the System;
  • attempt to gain unauthorised access to the System;
  • use the System to transmit unlawful material, or to store or transmit material in violation of third-party privacy rights;
  • use the System to store or transmit any material that may infringe the intellectual property or other rights of third parties; or
  • knowingly or negligently use the System in a way that disrupts Our servers.


Should We suspect that You are not abiding by these Terms, We can conduct audits of your use of the System.


We may immediately suspend Your access without notice if We suspect that You are using the System in a manner that contravenes these Terms.


The suspension of Your access will not impact any rights that We may have under these terms or applicable law.


We reserve the right to place reasonable storage or bandwidth limits on your account if We determine that You are misusing the System.

From time to time, We may introduce new features to the System. You will have access to any new features, provided these new features are available under Your package.

Part D - Legal terms

Neither of us must disclose any information exchanged between us to any third party without first obtaining written consent.

 

The confidentiality provisions do not apply to disclosures to our representatives whose function requires them to have the information provided. However, all persons to whom information is disclosed must be instructed to treat the information as confidential.

 

These confidentiality provisions will survive the termination of any agreement You conclude with Us.

Our intellectual property

We retain all Our intellectual property rights.

Your intellectual property

You retain all Your intellectual property rights and provide Us with a licence in respect of Your intellectual property to the extent required to execute Our obligations under the Agreement.

Professional services

During the Agreement, We may provide professional services to You that may result in the creation of intellectual property. Any intellectual property related to these professional services will belong to You. We may use this intellectual property to the extent required to perform Our obligation under the Agreement.

Feedback

If You provide us with ideas, comments or suggestions relating to the System or the documents part of the DocNinja contract library, then:

  • all intellectual property rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by Us; and
  • We may use or disclose the feedback for any purpose.

We will deal with Your personal information following Our Privacy Policy.

Documents You create, sign or store on the System may contain personal information of third parties (“Third Party Personal Information”).

 

We will only process the Third Party Personal Information to enable Us to provide the agreed services to You.

 

We undertake to use reasonable technical and organisational measures to prevent:

  • loss of, damage to or unauthorised destruction of Third Party Personal Information; and
  • unlawful access to or processing of Third Party Personal Information.

 

To give effect to the above, We will:

  • attempt to identify all reasonably foreseeable internal and external risks to Third Party Personal Information in Our possession or under Our Control;
  • establish and maintain appropriate safeguards against the risks identified;
  • regularly verify that the safeguards are effectively implemented; and
  • ensure that the safeguards are continually updated in response to new risks or deficiencies in previously implemented safeguards.

 

We further undertake to notify You immediately where there are reasonable grounds to believe that the Third Party Personal Information of a data subject has been accessed or acquired by any unauthorised person.

 

We are not responsible for obtaining any consent from any third party to process the Third Party Personal Information.

 

You must obtain the relevant consents required under law to process Third Party Personal Information. In addition, You indemnify Us from any claim that may arise due to Us processing Third Party Personal Information without consent.

We, our Affiliates, directors, employees or contractors will not be liable for indirect, incidental, special, consequential or exemplary damages resulting from the use of the System.


The maximum aggregate liability that the We, our Affiliates, directors, employees or contractors can incur, whether in contract, delict, breach of statutory duty or otherwise, is equal to the amount You paid Us under the agreement You have with Us.

You acknowledge that You have not relied upon any representation or warranties not stipulated in these Terms.

If You provide us with ideas, comments or suggestions relating to the System or the documents part of the DocNinja Contract Library, then:

  • all intellectual property rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by Us; and
  • We may use or disclose the feedback for any purpose.

We may provide third-party software through or together with our System to You (“the Embedded Software”).

The Embedded Software may be subject to third party terms and conditions. Where no such terms and conditions are provided, You agree that You:

  • may only use Embedded Software in conjunction through the System;
  • must not install, access, configure or use any Embedded Software (including any API, tool, database or other components of any Embedded Software) separately from the System;
  • must not display, modify, reproduce or distribute any Embedded Software including but not limited to any source code provided with that Software;
  • must not “benchmark” or otherwise analyse performance information for individual Embedded Software elements.

 

You will be responsible to the applicable third party licensor for any loss, claim or damage suffered or incurred by that third party as a result of Your breach of these Terms.

It may happen that the functionality of the Embedded Software no longer meets Our needs or the commercial arrangement we have the provider of the Embedded Software is no longer acceptable to Us. In such a case, We may, at our discretion, decide to use another provider if our System’s core functionality is not impacted.

You give Us consent to publish Your name and logo for marketing purposes.

If a dispute between us arises, the dispute must first be referred to mediation under the AFSA Mediation Rules.

 

If the mediation is unsuccessful, we must proceed with arbitration proceedings under the AFSA Arbitration Rules.

 

Despite this alternative dispute resolution clause, We may obtain interim relief on an urgent basis from any competent Court having jurisdiction.

 

If You do not pay any amount due and payable to Us, We may charge 2% interest on the outstanding amount.

If You are in default of Your obligations towards Us, You must pay all costs and expenses (including legal fees on an attorney and own client scale) incurred by Us to enforce or preserve Our rights.

Our relationship is governed by and must be interpreted according to the laws of the Republic of South Africa.

We may assign, subcontract, or transfer any right or obligation under an agreement concluded with You to any of Our Affiliates without Your prior written approval. We may, however, not assign, subcontract, or transfer any right or obligation under an agreement concluded with You to any other party that is not an Affiliate of Us without Your prior written approval.

 

You may not assign, subcontract, or transfer any right or obligation under an agreement concluded with Us without Our prior written approval.

 

Our failure to exercise or enforce any right or provision does not constitute a waiver of such right or provision.

If a provision of a contractual relationship with You is unenforceable, the enforceability of the remaining provisions will not be affected.

The termination of any contractual relationship with You will not affect provisions that provide that they will operate after such termination.