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 MDM 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
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.
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.