Master Services Agreement (MSA)

Version: 1.0

Effective Date: 1 January 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 Proposal Form.

These Terms are incorporated into the Proposal Form by reference.


If there is a conflict between the Proposal Form and these Terms, the Proposal Form will apply.

We cannot make unilateral changes to the Proposal 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 thereof 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.

In the Proposal Form, You will see a number of transactions that You can create during a month. Once You start a new transaction by creating a new document, We will regard it as a new transaction.

 

If You do not proceed to the document’s signature, We will still regard it as a transaction.

 

If You do not use the provided number of transactions during the month, You will not receive any discount or refund for transactions not used, and unused transactions will not carry over to the next month.

 

If You exceed the number of transactions during the month, You will be billed at the per transaction rate indicated on the Proposal Form.

Basic support

With the basic support package, you will have access to the Customer Portal.

 

If You need help with something relating to the System, You must reach out to Us by sending a message 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.

 

Attending to support queries will be done during Our normal business hours.

 

Your Proposal Form will provide the number of basic support hours You can use during a month.  Unused hours will not carry over to the next month.

 

If You do not use the provided number of hours during the month, You will not receive any discount or refund for hours not used.

 

If You exceed the number of hours during the month, You will be billed at the hourly rate indicated on the Proposal Form.

 

Comprehensive support

With comprehensive support, You can make use of the Customer Portal or contact Us.

 

Comprehensive support also includes Our SLA and creation of a knowledge base specifically for Your users.

 

If You need help with something relating to the System, You can reach out to Us by sending a message using the Customer Portal, or by contacting 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.

 

Attending to support queries will be done during Our normal business hours.

 

We will create a knowledge base for Your users, with guides on using the System and the documents available on the System. 

 

We will also maintain and update this knowledge base for so long as We are required to provide You with comprehensive support services.

 

Your Proposal Form will provide the number of comprehensive support hours You can use during a month.

 

If You do not use the provided number of hours during the month, You will not receive any discount or refund for hours not used.

 

If You exceed the number of hours during the month, You will be billed at the hourly rate indicated on the Proposal Form.

Our normal business hours are from Monday to Friday between the hours 09h00 and 17h00 CAT.

In the Proposal Form, You will see the documents that We will automate for You, the fee We charge and the delivery date.

 

The fee and delivery date are based on the information You provided Us. If You provide Us with additional requirements for the automated documents, We may charge the standard rates as indicated in the Proposal Form for the additional work.

 

Updates and additional automated document 

Before We update or automate additional documents, You must provide Us with the specifications (this includes the information in the document that must be variable and dependent on user input).

 

Should it be an update or additional document that does not require more than 5 hours of work, We may proceed with the work and bill You for the work done. 

 

If, however, the work that needs to be done will require more than 5 hours,  We will provide You with a proposal that You will need to accept before We commence with the Work.

 

If You change the specifications for any automated document, We may charge for additional work done per Our standard rates.

 

Acceptance

Once We have updated or completed the automation of Your document, We will make available the document on the System for testing.

 

Once the document is available on the System, You will have 7 days to test the document.

 

If something in the document is not in line with the specifications, We will bring the automated document 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 automated document as accepted.

 

For any additions You require to an accepted document, We will charge Our standard rates.

In the Proposal Form, You may see legal services that We must provide, the fee We charge and the delivery date.

 

The fee and delivery date are based on the information You provided Us. If You provide Us with additional requirements relating to the legal services, We may charge the standard rates as indicated in the Proposal Form for additional work.

 

Additional services

Before We provide additional legal services, You must provide Us with the requirements for the services.

 

Should You require legal services that will require not more than 5 hours of work, We may proceed with the work and bill You for the work done. 

 

If, however, the work that needs to be done will require more than 5 hours,  We will provide You with a proposal that You will need to accept before We commence with the Work.

 

If You change the requirements for any legal services, We may charge for additional work done per Our standard rates.

 

Acceptance

Once We have completed the legal service, You must review the related documents and provide feedback within 7 days.

 

You will have one opportunity to provide feedback and require amendments or additions to the document without further charge.

 

If You do not notify Us of any amendments or additions that You require within 7 days, We will regard the document as accepted.

 

For any amendments or additions You require to an accepted document, We will charge Our standard rates.

What is regarded as Custom Development? 

  • Creating a subdomain website for Your standard legal terms;
  • Creating dashboards and reports tailored to Your needs;
  • Creating custom workflows between the creation, signature and management of documents;
  • Adding features or enhancing existing features, not on Our development roadmap; and
  • Building integrations with other systems.

 

In the Proposal Form, You may see bespoke development that We need to do.

 

If We charge a fixed fee for a project, the fee will be based on the information You provided to Us. 

 

If You provide Us with additional specifications relating to the custom development, We may charge the standard rates as indicated in the Proposal Form for additional work.

 

Updates and additional custom development 

Before We update or do any further Custom Development, You must provide Us with the specifications.

 

Should it be an update or custom development that does not require more than 5 hours of work, We may proceed with the work and bill You for the work done. 

 

If, however, the work that needs to be done will require more than 5 hours,  We will provide You with a proposal that You will need to accept before We commence with the Work.

 

If You change the specifications for any Custom Development, We may charge for additional work done per Our standard rates.

 

Acceptance

Once We have updated or completed the Custom Development, We will make available the Custom Development for testing.

 

Once You can access the Custom Development, You will have 7 days to test the Custom Development.

 

If something is not in line with the specifications, We will bring the Custom Development 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 Custom Development as accepted.

 

For any additions You require to the Custom Development, We will charge Our standard rates.

In the Proposal Form, You will see a number of training hours You can use during the term of the agreement You have with Us.


Training is provided using video conferencing technology.


If You require in-person training, You must pay the costs that We incur for travelling, accommodation and venue hire.

Part C - System

In the Proposal Form, You will see the number of Users allocated to Your Account. The number of Users per the Proposal Form is the minimum number of Users You will be charged for during Your contract with Us.

 

You can add additional users. The amount charged for the additional users will be as per the Proposal Form.

 

You must provide Us with the names and email addresses of these Users before the System Live Date. We will then send these Users a registration link to create their user accounts.

 

Users must not share their login credentials with anyone else.

 

If it comes to Our attention that any person uses the System that is not a User, We reserve the right to charge You for the additional User.

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 if Your Proposal Form indicates this.


If Your Proposal Form indicates that You will not receive access to new features, and if You want access to these new features, You will need to conclude a new Proposal Form.

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.

Your documents
You warrant that You are the owner of the intellectual property relating to the content of the documents that You provide to Us.

 

You remain the intellectual property owner relating to the content of the documents you provide to Us.

 

If We make amendments or updates to the content of Your documents, We will own the intellectual property relating to the amendments or updates.

 

Provided You have paid Us all amounts due, We provide You with a perpetual, non-exclusive, non-transferable, limited right to make use of the amendments or updates.

 

The System
Use of System is made available to You on a non-exclusive, non-transferable, limited right basis. We retain all intellectual property relating to the System.

 

Source code of automated documents
We will use code to turn documents into automated documents. The intellectual property relating to this code belongs to Us. Therefore, when Our agreement comes to an end, there will be no obligation on Us to provide You with this code.

 

Custom development
Unless agreed otherwise in writing, all intellectual property related to any custom development work We do for You will belong to Us. We may use this intellectual property as We want, and You will not receive any rights to this intellectual property.

 

Automated Contract Library
Use of documents available on the DocNinja contract library is made available to You on a non-exclusive, non-transferable, limited right basis. We retain all intellectual property relating to these documents.

When using the System, Your users will input data into the System, which will be stored on Our database. You own this data.

 

Your users will also be able to upload documents to the System. Any data contained in these documents is Your data.

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; and
  • 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 make use of another provider if the core functionality of Our System 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.