Terms of service

1. Acceptance of these terms

By creating a workspace, signing in, or otherwise using the Service, you agree to these Terms of Service ("Terms") on behalf of yourself and, where applicable, the organisation you represent ("Customer", "you" or "your"). If you do not agree, do not use the Service.

"SignWorkspace", "we", "us" and "our" refer to the operator of the Service. [Registered legal entity name, company registration number and registered address to be inserted here once confirmed.]

2. Definitions

• Account — the workspace and user credentials issued to Customer to access the Service.
• Authorised User — an individual Customer permits to access the Account, such as an employee or contractor.
• Content — documents, templates, data, metadata and other material uploaded to, or generated within, the Service by Customer or its Authorised Users.
• Envelope — one or more documents, fields, recipients and workflow steps grouped together for sending and signature.
• Signer — a person invited to view, complete or sign an Envelope, whether or not they hold an Account.
• Subscription — the paid or trial plan governing Customer's use of the Service, as described at signworkspace.com/pricing.

3. Eligibility and accounts

You must be at least 18 years old and capable of forming a binding contract to use the Service. You are responsible for the accuracy of registration information, for maintaining the confidentiality of login credentials, and for all activity that occurs under your Account. Notify us promptly of any unauthorised use of your Account.

4. The Service

SignWorkspace provides configurable digital agreement, approval-workflow and electronic-signature tools, including template management, recipient management, conditional workflows, verification options (email link, SMS one-time passcode, WhatsApp one-time passcode) and audit evidence. We may add, change or discontinue features from time to time; we will use reasonable efforts to give advance notice of changes that materially reduce core functionality of a paid Subscription.

5. Subscriptions, fees and billing

Fees are set out at signup or in an order form and are payable in the currency and interval selected (monthly or annual). Unless stated otherwise:

• Subscriptions renew automatically at the end of each billing period unless cancelled before renewal.
• Fees are exclusive of value-added tax (VAT) and other applicable taxes, which are added where required by law.
• Fees are non-refundable except where required by law or expressly stated in an order form.
• We may change fees on renewal with at least 30 days' notice.
• Usage beyond plan limits (for example, envelope volume, storage or seats) may be billed as overage or require an upgrade, as described in the plan.

Payments are processed by third-party payment providers. Providing payment details constitutes authorisation to charge the applicable fees on a recurring basis until cancellation.

6. Free trials

Where offered, free trials provide temporary access to some or all features. We may modify or terminate a trial at any time. If a paid Subscription is not started before the trial ends, access to Content may become read-only or unavailable, subject to our data retention practices.

7. Customer responsibilities

Customer is responsible for:

• the accuracy, legality and quality of Content it uploads, including the wording of agreements it sends for signature;
• determining whether an electronic signature and the verification method selected are appropriate for a given document, recipient and jurisdiction (see Section 8);
• obtaining any consents required to invite Signers and to collect and process their personal information through the Service;
• compliance with the Acceptable Use Policy by Authorised Users and, so far as reasonably possible, by Signers; and
• configuring roles, permissions and retention settings appropriately for its organisation.

8. Electronic signatures and legal effect

South Africa's Electronic Communications and Transactions Act 25 of 2002 ("ECT Act") generally gives legal recognition to data messages and electronic signatures and permits an advanced electronic signature or an ordinary electronic signature depending on what the law or the parties require for a given transaction. Some transactions are wholly or partly excluded from electronic execution under the ECT Act and related legislation — for example, agreements for the sale of immovable property, long-term leases of immovable property, the execution of wills and codicils under the Wills Act 7 of 1953, and bills of exchange under the Bills of Exchange Act 34 of 1964. Equivalent exclusions or additional formality requirements may exist in other jurisdictions.

SignWorkspace does not provide legal advice. Customer is solely responsible for determining whether a document is suitable for electronic signature, which verification method to require, and whether additional formalities (such as witnesses, notarisation or wet-ink signature) are needed for a particular document or jurisdiction.

9. Content ownership and licence

As between the parties, Customer retains all rights, title and interest in Content. Customer grants SignWorkspace a limited licence to host, copy, transmit, display and process Content solely to provide, secure, support and improve the Service, and as otherwise permitted under the Privacy Notice and Data Processing Addendum.

SignWorkspace and its licensors retain all rights in the Service itself, including software, templates provided as starting points, designs, trademarks and documentation. Starter templates included in the Service are provided for demonstration purposes only, are not legally reviewed, and must be reviewed by qualified counsel before use, as noted where they appear in the product.

If Customer submits feedback or suggestions about the Service, SignWorkspace may use that feedback without obligation or compensation to Customer.

10. Confidentiality

Each party may access confidential information of the other in connection with the Service. Each party will use the other's confidential information only to perform its obligations or exercise its rights under these Terms, protect it with reasonable care, and not disclose it to third parties except to personnel, contractors or subprocessors bound by confidentiality obligations, or as required by law.

11. Privacy and data protection

Processing of personal information through the Service is governed by our Privacy Notice and, for Customer's use of the Service to process personal information of its own Signers and contacts, by the Data Processing Addendum, which forms part of these Terms.

12. Service availability and support

We aim to keep the Service available and to respond to support requests promptly, but the Service is provided without an uptime guarantee unless a separate written service-level agreement has been signed. Planned maintenance will be scheduled to minimise disruption where reasonably possible.

13. Suspension

We may suspend access to the Service, in whole or in part, if we reasonably believe: (a) Customer has breached these Terms, the Acceptable Use Policy, or applicable law; (b) suspension is required to prevent harm to the Service, other customers or third parties; (c) fees are significantly overdue; or (d) suspension is required by law or a competent authority. Where reasonably possible, we will give advance notice.

14. Disclaimers

Except as expressly stated in these Terms, the Service is provided "as is" and "as available" without warranties of any kind, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose and non-infringement, to the maximum extent permitted by law. We do not warrant that the Service will be uninterrupted, error-free or free of harmful components.

15. Limitation of liability

To the maximum extent permitted by law: (a) neither party is liable for indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, data or goodwill; and (b) each party's total aggregate liability arising out of or relating to these Terms will not exceed the fees paid or payable by Customer for the Service in the 12 months preceding the event giving rise to the claim. These limitations do not apply to a party's indemnification obligations, breach of confidentiality, or liability that cannot be limited under applicable law (including gross negligence or wilful misconduct).

16. Indemnification

Customer will indemnify and hold SignWorkspace harmless from third-party claims arising from: (a) Content Customer uploads or sends through the Service; (b) Customer's or its Authorised Users' violation of these Terms or applicable law; or (c) Customer's use of the Service in a manner not authorised by these Terms.

17. Term, termination and effect

These Terms apply for as long as Customer maintains an Account or an active Subscription. Either party may terminate for the other party's uninsured material breach that remains uncured 30 days after written notice. On termination, Customer's right to access the Service ends; Content will be retained or deleted in line with the retention settings and legal-hold status configured for the Account and applicable law, and Customer may request an export of Content before deletion where reasonably possible.

18. Governing law and disputes

These Terms are governed by the laws of the Republic of South Africa, without regard to conflict-of-law principles. The parties submit to the non-exclusive jurisdiction of the courts of South Africa. Before initiating formal proceedings, the parties will attempt in good faith to resolve any dispute through senior-level negotiation.

19. Force majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including load-shedding and other utility outages, natural disaster, war, civil unrest, labour action, or failure of third-party infrastructure or telecommunications providers.

20. Changes to these Terms

We may update these Terms from time to time. Material changes will be notified by email to Account administrators or by notice within the Service at least 14 days before taking effect, except where a change is required sooner by law or to address a security risk. Continued use of the Service after the effective date constitutes acceptance.

21. General

• Assignment — neither party may assign these Terms without the other's consent, except to a successor in connection with a merger, acquisition or sale of substantially all assets.
• Severability — if a provision is found unenforceable, the remaining provisions remain in effect.
• No waiver — failure to enforce a provision is not a waiver of the right to do so later.
• Entire agreement — these Terms, the Privacy Notice, the Data Processing Addendum, the Acceptable Use Policy and any signed order form constitute the entire agreement between the parties regarding the Service.

22. Contact

Questions about these Terms can be sent to sales@signworkspace.com.

About this document

This Terms of Service is a comprehensive draft intended to reflect common SaaS and electronic-signature industry practice, with specific reference to South African law (including the ECT Act). It has not been certified by a South African admitted attorney. Obtain legal sign-off before relying on it as final, binding terms, and complete the bracketed company details above.