IRON EDGE DESIGN TERMS OF SERVICE These Terms of Service (“Terms”) are effective as of : 01 JAUARARY 2022 “Effective Date” READ THESE TERMS CAREFULLY BEFORE BROWSING THIS WEBSITE. YOUR CONTINUED USE OF THIS WEBSITE INDICATES THAT YOU HAVE BOTH READ AND ACCEPT THESE TERMS. YOU CANNOT USE THIS WEBSITE IF YOU DO NOT ACCEPT THESE TERMS. ALL SECTIONS OF THESE TERMS ARE APPLICABLE TO ALL USERS UNLESS THE SECTION EXPRESSLY STATES OTHERWISE.

Clause 1 Introduction

1.1 This website, www.ironedge.co.za (“the Website”) is operated and/or owned by Iron Edge Design (hereinafter referred to as “Iron Edge”, “we”, “our” or “us”). The Terms herein are entered into by and between Iron Edge and the User. Any reference to “Iron Edge”, “we”, “our” or “us”, shall include our employees, officers, directors, representatives, agents, shareholders, affiliates, subsidiaries, holding companies, related entities, advisers, sub-contractors, service providers and suppliers.
1.2 These terms, including any document incorporated by reference herein (collectively, the “Terms”) apply to any User who uses any one or more of the Services, accesses, refers to, views and/or downloads any information or material made available on the Website for whatever purpose (hereinafter referred to as “User”, “you” or “your”).
1.3 Accessing and/or use of the Website after the Effective Date will signify that you have read, understand, accept, and agree to be bound, and are bound, by the Terms, in your individual capacity and for and on behalf of any entity for whom you use the Website.
1.4 To the extent permitted by applicable law, we may modify the Terms with prospective effect without prior notice to you, and any revisions to the Terms will take effect when posted on the Website. Such modifications will require acceptance by you prior to your continued use of the Website, and shall thereby be construed as your consent to the amended or updated Terms. Your only remedy, should you not agree to these Terms, is to refuse acceptance of the amended or updated Terms, thereby preventing your use of this Website.

Clause 2 Terminology

2.1 “Browser” shall mean any person who visits any page of the Website, whether by landing at the home page or any other page through use of a hyperlink of another website or by direct access to the Website and who has no intention of using, or does not use, the Services offered by us;
2.2 “Business Days” shall mean any days which are not a Saturday, Sunday or gazetted public holiday in the Republic of South Africa during working hours;
2.3 “Form” shall mean the User’s Form submitted on the Website in which it stores intended information prior to payment being made;
2.4 “Goods” shall mean the products and/or services as made available to a User for purchase on the Website, and which shall include, inter alia, goods and/or services relating to the following: website development and hosting, graphic design, signage, marketing and marketing strategies, advertising services, branding;
2.5 “Party” or “Parties” shall mean Iron Edge and/or or the User as the context implies;
2.6 “Personal Information” shall mean the Personal Information as required from the User in order to register for the Services;
2.7 “Registration Process” refers to the Registration Process to be followed by a Browser on our Website in order to enable them to use the Services and thus make the transition from a Browser to a User;
2.8 “Services” shall refer to the Services provided by us to the User as set out in Clause 4 below;
2.9 “Terms” shall mean these Terms of Service; and
2.10 “User” shall mean the Browser who completes the Registration Process on the Website in order to make use of the Services.
2.11 Any use of the above terminology or other words in the singular, plural, capitalization and/or he/she or they, are taken as interchangeable and therefore as referring to the same.

Clause 3 Your agreement to these Terms

3.1 Subject to, and on the basis of a User’s acceptance of the Terms, we grant to you a limited, revocable, non-transferable license to access and use the Website in accordance with the various policies and agreements which may govern such use and access.

Clause 4 Description of our Services

4.1 The Website enables you to view previous work done as well as reach out and contact Iron Edge Design for a meeting to assist with possible services that can be rendered to a potential customer.

Clause 5 Warranties by the User

5.1 The User warrants and represents that the Personal Information provided to us is and shall remain accurate, true and correct and that the User will update the Personal Information held by us to reflect any changes as soon as possible.
5.2 The User further warrants that when registering on the Website it:
5.2.1 is not impersonating any person; and
5.2.2 is not violating any applicable law regarding use of personal or identification information.
5.2.3 Further and insofar as the Registration Process is concerned, the User warrants that the login details shall:
5.2.3.1 be used for personal use only; and
5.2.3.2 not be disclosed by a User to any third party.
5.3 The User agrees that, once the correct login details relating to the User’s account have been entered, irrespective of whether the use of the Log in Details is unauthorized or fraudulent, the User will be liable for payment of any such Goods purchased.

Clause 6 Warranties by Iron Edge Design

6.1 We make no representation or warranty (express or implied) that the Website or Services will:
6.1.1 meet a User’s needs;
6.1.2 be accessible at all times;
6.1.3 be accurate, complete or current; or
6.1.4 be free from viruses.
6.2 Subject to any express terms, Iron Edge makes no representation or warranty as to the volume or subject area of Services accessible through the Website.
6.3 Except for any express warranties in these Terms the Services are provided “as is”. Iron Edge makes no other warranties, express or implied, statutory or otherwise, including but not limited to warranties of merchantability, title, fitness for a particular purpose or non-infringement. We do not provide any warranties against viruses, spyware or malware that may be installed on your computer as a result of you accessing or using the Website.
6.4 Iron Edge does not warrant that the use of the Website will be uninterrupted or error free, nor does Iron Edge warrant that we will review information for accuracy.
6.5 Iron Edge shall not be liable for delays, interruptions, service failures or other problems inherent in use of the internet and electronic communications or other systems outside the reasonable control of Iron Edge. While a User may have statutory rights, the duration of any such statutorily warranties, will be limited to the shortest period to the extent permitted by required law.

Clause 7 Unauthorized use of the Website or email addresses as provided by us

7.1 A User may not use the Website for any objectionable or unlawful purpose.
7.2 A User, apart from uploading Personal Information as required when completing the Registration Process may also after the purchase of Goods add a review or comment relating to the Goods so purchased by it .
7.3 We reserve the right to remove any such review in the event that same is untrue, inflammatory or libellous.
7.4 A User undertakes not to send to us spam mail, or make use of other unsolicited mass e-mailing techniques.
7.5 A User shall not introduce any virus, worm, trojan horse, malicious code or other program which may damage computers or other computer-based equipment through email communication with us.
7.6 A User may not sell, redistribute or use information contained on the Website for a commercial purpose without our prior written consent.
7.7 A User may not remove or alter our copyright notices or other means of identification including any watermarks, as they appear on the Website or any of our emails.
7.8 A User understands and agrees that it is solely responsible for compliance with any and all laws, rules and regulations that may apply to its use of the Website or the Services.

Clause 8 Links to other Websites

8.1 The Website may contain links or portals to other websites. We have no control over websites operated by third parties and the User agrees that we are not responsible for and will have no liability in connection with a User’s access to or use of any third-party website.

Clause 9 Limitation of Liability and Indemnity

9.1 The Website shall be used entirely at a User’s own risk.
9.2 We are not responsible for, and the User agrees that we will have no liability in relation to, the use of and conduct in connection with the Website, or any other person’s use of or conduct in connection with the Website, in any circumstance.
9.3 We cannot guarantee or warrant that any file downloaded from the Website or delivered to you via email will be free of infection or virus, worms, trojan horses or other code that has contaminating or destructive qualities. A User is responsible for implementing appropriate processes, systems and procedures to protect itself from this type of issue.
9.4 A User indemnifies us, and agrees to keep us indemnified, from and against any claim, loss, damage, cost or expense that we may suffer or incur as a result of or in connection with a User’s improper use of or conduct in connection with the Website, including any breach by a User of these terms or any applicable law or licensing requirements.
9.5 To the maximum extent permitted by law we exclude all implied representations and warranties which, but for these terms, might apply in relation to a User’s use of the Website.
9.6 To the extent that our liability cannot be excluded by law, our maximum liability, whether in contract, equity, statute or delict (including negligence), to a User will be limited to the minimum amount imposed by such law.
9.7 Notwithstanding anything to the contrary in these terms, in no circumstances will we be liable for any indirect, punitive or consequential loss or damages, loss of income, profits, goodwill, data, contracts, use of money or any loss or damages arising from or in any way connected to interruption of the Services of any type, whether in delict, contract or otherwise.

Clause 10 Copyright

10.1 Iron Edge and the contents of the Website are the property of Iron Edge, unless specified otherwise, and are protected by South African and international copyright laws. Furthermore, the compilation (meaning the collection, arrangement, and assembly) of all content on the Website and/or the Services, is our property, unless credit is attributed to the author thereof, and is, likewise, protected by South African and international copyright laws.
10.2 Except as stated in the Terms, none of the contents may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, except as permitted by the fair use privilege under the South African copyright laws or without our prior written permission, which should such consent be provided, we reserve our right to withdraw such consent at any stage, in our sole and absolute discretion.
10.3 Users are expressly prohibited to “mirror” any content, contained on the Website, on any other server unless our prior written permission is obtained, which should such consent be provided, we reserve our right to withdraw such consent at any stage, in our sole and absolute discretion.
10.4 The User is granted a limited, revocable, and non-exclusive right to create a hyperlink to the Website, so long as the link does not portray us, our affiliates, Goods or Services in a false, misleading, derogatory, or otherwise offensive manner. A User may not use our logo or other proprietary graphic or trademark as part of the link without our permission or the permission of our affiliates or content suppliers.
10.5 All trademarks and copyrights, together with any other intellectual property rights, in and to any of the content of the Website, where not evidently that of third parties, are the exclusive property of Iron Edge.

Clause 11 Intellectual Property

11.1 A User undertakes not to attempt to decipher, decompile, disassemble or reverse engineer any of the software or code comprising or in any way making up a part of the Website including any algorithm used by us.
11.2 We own or are licensed to use all intellectual property on the Website. A User may not use any of our intellectual property for any purpose other than as may be required to use the Website for its intended purpose.

Clause 12 Breach

12.1 If either Party commits a breach of the Terms and fails to remedy such breach within 7 (seven) days of receipt of written notice requiring the breach to be remedied, then the Party giving notice shall be entitled, at its option, either to cancel the Terms and claim damages or alternatively to claim specific performance of all the defaulting Party’s obligations, together with damages, if any, whether or not such obligations have fallen due for performance.

Clause 13 Arbitration

13.1 Any dispute which arises between the Parties in respect of the Terms shall require the Parties to use their best endeavors to resolve the dispute informally within 7 (seven) days of the dispute having been raised in writing.
13.2 If either Party provides written notification to the other that such attempt has failed then each Party shall attempt to agree upon the appointment of a suitably qualified mediator, within 10 (ten) days of such dispute being referred.
13.3 If agreement is not reached as to the appointment of such mediator within 10 (ten) days after either Party has in writing called for the appointment of a mediator, or where an appointment has been agreed upon and such mediator is not able to mediate a resolution of such dispute within 30 (thirty) days after such appointment then any Party may give written notice to the other Parties referring the dispute to arbitration in accordance with the rules of Arbitration Foundation of South Africa (“AFSA”) by an arbitrator or arbitrators appointed by AFSA.
13.4 Either Party may demand that a dispute be referred to arbitration by giving written notice to that effect to the other Party. This clause shall not preclude either Party from obtaining interim relief on an urgent basis from a court of competent jurisdiction pending the decision of the arbitrator.
13.5 The arbitration shall be held –
13.5.1 at/in Gauteng or other venue agreed by the parties in writing;
13.5.2 in English; and
13.5.3 immediately and with a view to its being completed within 21 (twenty one) days after it is demanded.
13.5.4 The Parties irrevocably agree that the decision in arbitration proceedings:
13.5.4.1 shall be final and binding upon them;
13.5.4.2 shall be carried into effect;
13.5.4.3 may be made an order of any court of competent jurisdiction.

Clause 14 Assignment and Novation:

14.1 We may assign or novate any of our rights or obligations under these Terms without a User’s consent. A User may not assign or novate any of his/her rights.

Clause 15 Force Majeure:

15.1 The failure of either Party to fulfil any of their obligations under these Terms shall not be considered to be a breach of, or default provided such inability arises from an event of Force Majeure, and that either of the Parties who may be affected by such an event has taken all reasonable precautions, due care and reasonable alternative measures in order to meet these Terms, and has informed the other as soon as possible about the occurrence of such an event.
15.2 During the subsistence of Force Majeure, the performance of both Parties under these Terms shall be suspended, on condition that either of them may elect to cancel any Services should the event of Force Majeure continues for more than 14 (fourteen) days by giving written notice to the other.

Clause 16 General

16.1 To the extent permitted by law, these Terms shall be governed by and be construed in accordance with South African law, and any dispute arising out of these Terms shall be submitted to the competent South African courts having the requisite jurisdiction to hear the matter.
16.2 Subject to the dispute resolution provisions above, to the extent necessary and/or possible, you consent to the non-exclusive jurisdiction of the High Court in Gauteng or an alternative appropriate South African court seized with appropriate jurisdiction in all disputes arising out of the Terms, our Services, and/or related agreements incorporated by reference.

Clause 17 Severance

17.1 If any of these terms are deemed invalid or unenforceable for any reason (including, but not limited to the exclusions and limitations set out above), then the invalid or unenforceable provision will be severed from these Terms and the remaining terms will continue to apply. Failure by us to enforce any of the provisions set out in these Terms and/or any other agreement, or failure to exercise any option to terminate, shall not be construed as a waiver of such provisions and shall not affect the validity of these Terms or of any agreement or any part thereof, or the right thereafter to enforce each and every provision.

Clause 18 Domicilium Citandi Et Executandi and Contact Information

18.1 The User and Iron Edge choose as their respective domicilium citandi et executandi for the purpose of legal proceedings and for the purpose of giving or sending any notice provided for or necessary of these Terms, the following:
18.1.1 Email: michelle@ironedge.co.za
18.1.2 User: The address as provided when registering on the Website.
18.2 Both the User and Abacus may change its domicilium to any other physical address or email address by written notice to the other to that effect. Such change of address will be effective 7 (Seven) days after receipt of notice of change of domicilium.
18.3 All notices to be given in terms of these Terms will:
18.3.1 be given in writing;
18.3.2 be delivered or sent by email; and
18.3.3 be presumed to have been received on the date of delivery.

Clause 19 Transfer of Services, Domain Names, and Website Assets

Should Iron Edge agree to the acquisition or transfer of any/all of its Services to another company, the rights and obligations under the relevant Services agreements will be transferred to the acquiring entity, and so will the Service provision itself. Clients affected will be notified of such changes and any potential impact to their Service Agreement within the minimum term (30 (thirty) days) of a Month-to-month agreement.

19.1 Transfer of Services
Should Iron Edge Design (Pty) Ltd (“Iron Edge”) agree to the acquisition or transfer of any of its Services to another company, all rights and obligations under the relevant Service Agreements will be assigned or novated to the acquiring entity. The Service provision itself shall continue under the acquiring entity. Clients affected will be notified of such changes and any potential impact to their Service Agreement within thirty (30) calendar days of the transfer.

19.2 Domain Name Transfers
The transfer of a domain name registered by Iron Edge on behalf of a Client is strictly limited to the domain name registration record itself. Such transfer does not include, and shall expressly exclude, any and all associated software, source code, licensed plugins, proprietary data, databases, graphic design assets, written content, or any intellectual property created, developed, or otherwise supplied by Iron Edge in connection with the website or related Services.

19.3 Website Ownership, Software, and Data
For the avoidance of doubt, full ownership rights to a website — including, but not limited to, its source code, databases, licensed software, plugins, custom designs, and proprietary content — shall remain vested in Iron Edge Design unless and until:
19.3.1 a Website Transfer Waiver is signed by the Client; and
19.3.2 a formal handover process is initiated and completed by Iron Edge; and
19.3.3 all fees relating to the transfer, release, or assignment of such software, data, and/or intellectual property have been invoiced and paid in full, unless otherwise agreed to in writing by Iron Edge.

19.4 Separate Billing for Intellectual Property and Licensed Software
The Client acknowledges and agrees that any transfer of website data, design work, content, software, or related intellectual property created by Iron Edge is not included in domain name transfers and will be billed separately at rates determined by Iron Edge at the time of transfer, unless otherwise agreed upon in writing.

19.5 Non-Assignment Without Consent
No Client may assume, acquire, or otherwise exercise rights to Iron Edge’s proprietary software, designs, plugins, or intellectual property without Iron Edge’s prior written consent and the completion of the Website Transfer Waiver and Handover. Any unauthorised use, duplication, or transfer shall constitute a material breach of these Terms and may give rise to legal action.

Clause 20

20.1 Iron Edge operates Month-to-month and/or Bi-annually and/or Annually contracts. Either the Client or Iron Edge may terminate the Agreement, or a particular Service, by giving 1 (one) Calendar Month’s notice to the other. For example if notice is given on the 15th (fifteenth) of January, termination will take effect on the 1st (first) of March. Particular Service Terms may allow for different notice periods as applicable.
20.2 The Client must give notice of termination to Iron Edge via email. Cancellation of any Service is the Client’s responsibility and must be indicated and/or closed completely on the email. The Client must ensure that the cancellation of Service follows any terms or conditions relating to the cancellation. Should the Client incorrectly complete the cancellation process, the Client agrees that Iron Edge will not be liable for any additional costs or compensation due to the Client’s error.
20.3 Either party may terminate this Agreement and any Service provision where there is a breach of this Agreement by the other which has not been remedied within 7 (seven) days of receipt of written notice to do so.
20.4 Iron Edge reserves the right to terminate the agreement with a Client agreements based on a Client’s breach of any part of this Agreement (which includes these General Terms, Service Terms, Acceptable Use Policy and Sanctions Policy) which is viewed as a breach of the whole Agreement.
20.5 The Client acknowledges that Iron Edge may terminate this Agreement by written notice, including email, and without liability to the Client in the event of the termination of its agreement with an upstream licensee or Service provider relevant to the provision of any connectivity Service.

Clause 21

Ownership of the Site and its Contents

You acknowledge that this Site, and all intellectual property rights therein, are the property of Iron Edge Design, our licensors, advertisers, or third-party content providers (as applicable), and that any unauthorised use is strictly prohibited. Unless otherwise stated, all content displayed or featured on this Site — including, but not limited to, text, graphics, data, photographic images, video, audio, illustrations, software, and the selection and arrangement thereof (“Site Content”) — is owned by Iron Edge Design, our licensors, advertisers, or third-party content providers (as applicable).

All elements of the Site, including the Site Content, are protected by copyright, trade dress, moral rights, trademark, and other laws relating to the protection of intellectual property. Iron Edge Design reserves the right to change or discontinue any aspect or feature of the Site at any time, without notice.

Clause 22

Trademarks
Our logos and any other product or service names or slogans featured on this Site are registered or unregistered trademarks of Iron Edge Design and our suppliers or licensors, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Iron Edge Design or the applicable trademark holder. You may not use metatags or any other HTML tags, comments, or hidden text utilizing “Iron Edge Design” or any other name, trademark, or product or service name of Iron Edge Design without our prior written consent. Additionally, the look and feel of the Site (including, without limitation, all page headers, custom graphics, button icons, and scripts) constitute the service mark, trademark, and/or trade dress of Iron Edge Design and may not be copied, imitated, or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names, and company names or logos mentioned on the Site are the property of their respective owners. Reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by Iron Edge Design.

Clause 23

Links
You may not use an Iron Edge Design logo or any other proprietary graphic of Iron Edge Design to link to this site (or any other site) without our prior written permission. Additionally, you may not frame or use any of our trademarks, logos, or other proprietary information, including the site content, without our express written consent.

We make no guarantees or representations regarding, and accept no responsibility for, the quality, content, reliability, or nature of third-party websites that may be linked to or from this site. These websites are not under our control, and we are not responsible for the content of any linked site, including any links within those sites, or for any updates or changes to such sites. Any links provided are offered solely for your convenience, and their inclusion does not imply any affiliation, endorsement, or approval by Iron Edge Design of the linked site or the content it contains. Once you leave this site, please be aware that Iron Edge Design’s terms and policies no longer apply. You should review the applicable terms and privacy policies of any third-party site you visit.

Any interaction, correspondence, or business transactions you engage in with third parties found through this site — including the purchase and delivery of goods or services, and any associated terms, conditions, warranties, or representations — are solely between you and the third party. You agree that Iron Edge Design is not responsible or liable for any loss, damage, or issues that may arise from such dealings.

Clause 23

Warranties and Undertakings
You agree to engage in all interactions with Iron Edge Design and other users of the Site in utmost good faith and in full compliance with all applicable laws.

Clause 24

Indemnification – 
You agree to defend, indemnify, and hold harmless Iron Edge Design, including its subsidiaries, affiliates, licensors, employees, agents, sponsors, third-party information providers, and independent contractors, from and against any and all claims, damages, costs, liabilities, and expenses (including, but not limited to, reasonable attorneys’ fees) arising from or related to your use of the site. This includes, without limitation, any information you disclose in interactions with other users, your behavior on the site, your ability or inability to use the site, any breach or alleged breach of these terms or warranties, any unauthorized use of the site content, or any violation of the rights of another party.

Clause 25

Limitation of Liability

Under no circumstances shall Iron Edge Design, including its directors, members, employees, or agents, be held liable for any direct, indirect, incidental, special, or consequential damages of any kind. This includes, but is not limited to, damages for loss of use, loss of profits, loss of data, or any other losses arising from or related to the use of our website, its content, or any materials or services made available through it.

This applies whether the claim is based on contract, tort (including negligence), or any other legal theory, and includes damages resulting from reliance on information provided by us, as well as those arising from errors, omissions, interruptions, file or email deletions, defects, viruses, delays in operation or transmission, or any failure of performance. Such failures may be caused by events beyond our control, including but not limited to acts of God, communication failures, theft, destruction, or unauthorised access to Iron Edge Design’s records, programs, or services.

In any case, Iron Edge Design’s total liability for any claims related to use of the site shall not exceed the amount, if any, paid by you to us for access to or use of the site.

Clause 26 – Termination

Termination
We reserve the right, at our sole discretion and without prior notice, to restrict or terminate your access to the Site, regardless of any other terms outlined herein.

Clause 27- Website Training