Terms and Conditions

Definitions In this Agreement:

"Affiliate"
means, in relation to any legal person, a subsidiary of that person or a holding company of that person or any other subsidiary of that holding company;
"Authorised Users"
means the Licensee's permanent employees and those of any Affiliate of the Licensee, who have the right to access the Content as part of their ordinary employment with the Licensee and any other person that may be agreed to in writing by the Parties, who shall be stipulated as users in the Order Form and not exceeding the number of users specified in the Order Form;
"Calendar month"
means each of the 12 months into which a year is divided in which the first day of the month is excluded and the last day of the month is included;
"Content"
means the works owned by the Licensor and all material that form part of the software to be installed on the Licensee’s network or computers, as well as the works and material listed on the order form to this Agreement;
“Fee Earner”
means a Director, Partner, Associate or Professional Assistant employed by the subscribing firm. It does not include Candidate Attorneys or Conveyancing Secretaries;
"Intellectual Property"
means all intellectual property rights in relation to the ALR (Automated Legal Reporting) Online Service, the Software, the Content, and any and all additions or modifications thereto, and which shall include, without being limited to, the names, the copyright, any registered designs and trademarks, websites or patents relating thereto;
"ALR Online Service”
means the Software and the Content owned by the Licensor;
"Licensee"
means the natural or juristic person whose name and details appear on the order form to this Agreement and, in the case of a juristic person, all its affiliated companies and/or branches;
"Licensor"
means ALReporting (Pty) Ltd, trading as ALR, registration no. 2019/025335/07, a company registered under the company laws of the Republic of South Africa;
"Third Party Licensor"
means a content and/or software service provider to the Licensor;
"Software"
means software owned by the Licensor and by any Third Party Licensor, and any addition or modification thereto, including such additions or modifications;
"the Parties"
means the Licensor and the Licensee;
"this Agreement"
means these "Terms and Conditions” and any accompanying order form.
1. Grant of Licence
1.1 The Licensee and its Authorized Users are granted the right to use the ALR Online Service and to receive the Content mentioned therein subject to the following terms and conditions.

1.2 The Parties acknowledge that this Agreement may be changed and adapted by the Licensor. Modifications to this Agreement may be made at any time, after providing notice to the Licensee.

2. Duration of Licence Agreement
2.1 This Agreement commences on the date as appears on the first invoice to the Licensee (“Commencement Date”) and, subject to provisions set out elsewhere in this Agreement relating to termination, shall remain in force for a period of 12 Calendar months thereafter.

2.2 Notwithstanding clause 2.1, the terms and conditions of this Agreement will be applicable to any free trial period where Authorised Users are granted the right to use the ALR Online Service prior to the Commencement Date.

2.3 The Agreement is automatically renewed upon its anniversary date and upon all subsequent anniversary dates thereafter, until such time as the Licensee cancels this Agreement in writing at least thirty days before an anniversary date. Should the Licensee wish to adjust the product mix of the chosen Content, then such changes must be communicated to the Licensor in writing at least thirty days before an anniversary date and the change will be effected at the time of the anniversary of this Agreement.

2.4 This agreement will supersede and replace all previous or existing agreements relating to the ALR Online Service entered into between the Parties.

3. Cancellation and Breach of Licence Agreement
3.1 Notwithstanding the provisions of clause 2, this Agreement may be cancelled by the Licensor upon 30 days' written notice to the Licensee. In that event, and following upon the expiry of the notice period, the Licensor will cancel access to the ALR Online Service and, the Licensee will be entitled to receive such proportion of the annual licence fee referred to in clause 5 as was paid by it and applicable to any unexpired portion of the Agreement.

3.2 Notwithstanding the provisions of clause 2, this Agreement may be cancelled by the Licensee subject to the Licensor’s Credit Policy as appears on its website.

3.3 Notwithstanding the provisions of clause 2, this Agreement may be cancelled by the Licensor immediately and without notice to the Licensee or prejudice to any other remedy available to it, should (a) the Licensee fail to pay the fee due in terms of clause 5, (b) the Licensor detect unauthorised use of the ALR Online Service, (c) the Licensee is in material breach of this Agreement, (d) the Licensee is placed under voluntary or compulsory sequestration or liquidation,(e) a final and unappealable judgement remains unsatisfied for a period of 20 days after it comes to the notice of the Licensee, (f) the licensee makes any arrangement with its creditors or threatens to cease to carry on business, or is placed under business rescue.

3.4 In the event of the Licensee committing a breach of any of the terms of this Agreement and failing to remedy the breach within a period of 14 (fourteen) days after receipt of a written notice from the Licensor calling upon the Licensee to remedy such breach, then the Licensor shall be entitled, without prejudice to any rights it may otherwise have against the Licensee in law or in terms of this Agreement, to terminate this Agreement.

3.5 The Licensor reserves the right to institute action against the Licensee for the non-performance of its obligations in terms of this Agreement or to recover such damages it might have suffered as a result of the Licensee's breach of the terms of this Licence Agreement, in a court of law having jurisdiction.

4. ALR Online product selection
The Licensee indicates that it has selected the product listed on the order form to this Agreement.
5. Commencement of Services and Payment
5.1 In exchange for the right to use the ALR Online Service, the Licensee will pay a fee, which will be reflected on an invoice provided to it, and which is set out on the order form to this Agreement.

5.2 The Licensee agrees that the fee for the ALR Online Service referred to in clause 5.1 shall be paid within 30 days of the date of the invoice or as arranged with the Licensor in writing.

5.3 The Licensee agrees that the fee payable for the ALR Online Service will increase each year. The Licensee further agrees that, in the event of it merging with a juristic person which is also a licensee of the ALR Online Service or other client of the Licensor, that the annual licence fee payable will be renegotiated between itself and the Licensor.

5.4 The Licensee agrees that fees are based on the number of master users and regular users.

5.5 Any change in the number of users will affect the fees due and as such the change in users must be communicated to the Licensor within 2 days of the effective change.

5.6 If the Licensee fails to notify the Licensor of an increase in users the Licensor may calculate the fees due retrospectively from date of appointment and the Licensee shall be liable to the Licensor for such amount.

6. Installation, Access and Use
6.1 Access is restricted to Authorised Users.

6.2 The Licensee warrants that all Authorised Users will be made aware of the terms of this Agreement which may be of application to them.

6.3 The Content of the ALR Online Service may be:

6.3.1 displayed on an Authorised User's screen;

6.3.2 printed out or saved by an Authorised User for the Authorised User’s professional business purposes only;

6.3.3 accessed only by authorised users and the clients of the Licensee registered on their platform;

6.4 The Content of the ALR Online Service may not be distributed to third parties not bound by this Agreement.

6.5 The Licensee and the Authorised Users agree not to:

6.5.1 Re-publish, copy, modify, reproduce, distribute, display, or transmit all or any portion of the Content in any form and in any medium for commercial purposes not related to its business and/or with the intention of generating a profit thereby;

6.5.2 Decompile, reverse engineer, disassemble, rent, lease, loan, sell, sublicense, or create derivative works from the ALR Online Service or its Content;

6.5.3 Create a copy of the ALR Online Service or its Software for any purposes;

6.5.4 Modify, alter or adapt the ALR Online Service or its Software;

6.5.5 Obscure the Licensor's, or Third Party Licensor's, copyright or trademark notices on matter printed from the ALR Online Service;

6.5.6 Use any network monitoring or discovery software to determine the architecture of the ALR Online Service;

6.5.7 Use any automatic software or device, or manual process, to monitor or copy the ALR Online Service or its Content without the Licensor's prior written permission;

6.5.8 Distribute any passwords which may be used by it to remotely access the ALR Online Service to any person who is not an Authorised User;

6.5.9 Use the ALR Online Service for any illegal purpose or to transmit and/or distribute any unsolicited promotional or advertising material;

6.5.10 Use or otherwise export or re-export the ALR Online Service or its Content or any portion thereof, in violation of any laws of the Republic of South Africa or of any treaty or agreement to which the Republic of South Africa may be a signatory.

6.6 The Licensee agrees that should it suspect unauthorised use of the ALR Online Service then it shall notify the Licensor promptly and take all reasonable steps as agreed with the Licensor to end such unauthorised use.

7. Content, Exclusions and Disclaimer
7.1 Software updates to the ALR Online Service may be implemented by the Licensor without notice to the Licensee.

7.2 THE LICENSEE ACKNOWLEDGES THAT IT USES THE ALR ONLINE SERVICE AND ITS CONTENT AT ITS OWN RISK.

7.3 TO THE EXTENT PERMITTED BY LAW, THE LICENSOR EXCLUDES ALL IMPLIED WARRANTIES OF ANY NATURE INCLUDING, AND WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND FREEDOM FROM LATENT AND/OR PATENT DEFECTS.

7.4 TO THE EXTENT PERMITTED BY LAW, THE LICENSOR AND ITS THIRD PARTY LICENSOR SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY OR DAMAGE OF ANY KIND RESULTING FROM THE LICENSEE'S USE, INABILITY TO USE OR THE NON-AVAILABILITY OF, AND FOR WHATEVER REASON, THE ALR ONLINE SERVICE, THE CONTENT AND THE SOFTWARE.

8. Intellectual Property Rights
8.1 All intellectual property rights and other rights in and to the ALR Online Service (in both machine readable and printed form) belong to the Licensor or to its Third Party Licensor.

8.2 Authorised Users, and any other persons to whom information may have been distributed in terms of this Licence Agreement, acquire no proprietary interest in the ALR Online Service or the Software and, except as expressly permitted by this Agreement, may not use any of these in any way that infringes the Licensor's, or the Third Party Licensor's, intellectual property in them.

9. Assignment of Rights
The license to use the ALR Online Service is personal to the Licensee and may not be assigned or sub-licensed by it, in whole or in part, unless otherwise agreed to in writing by the Licensor.
10. Confidentiality
This Agreement contains confidential information belonging to the Licensor and/or its Third Party Licensor, including but not limited to, pricing information. The Licensee acknowledges that this information is received in confidence and agrees not to disclose such information unless required to do so by law. This clause will survive the termination of this Agreement.
11. Law, Jurisdiction and General Clauses
11.1 This Agreement shall be interpreted in accordance with the laws of the Republic of South Africa and shall be subject to the exclusive jurisdiction of the South African courts.

11.2 All notices in terms of this Agreement served upon a Party must be served at the domicilium citandi et executandi address provided by the Party on the order form to this Agreement.

11.3 This Agreement represents the entire agreement between the Parties and neither Party shall have any claim, rely upon any representation or rely upon any warranty arising from any statement not contained in this Agreement.

11.4 The failure by either Party to enforce any provision of this Agreement, shall not affect either Party's rights to require the performance of that provision at any time in the future nor shall the waiver of any breach nullify the effectiveness of any provision.

11.5 No variation, addition to or cancellation of this Agreement shall be of any force and effect unless reduced to writing and signed by the Parties in handwriting.

11.6 The Licensee shall not cede any of its rights acquired under this Agreement save as might be provided for in this Agreement.

12. Limitation of Liability
TO THE EXTENT PERMITTED BY LAW, THE LICENSOR AND ITS AFFILIATES SHALL NOT HAVE ANY LIABILITY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL OR SPECIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, ANY LOST REVENUES OR PROFITS) ARISING OUT OF THIS AGREEMENT, AND THE ENTIRE LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT, IF AT ALL, SHALL NOT EXCEED THE AMOUNT PAID BY LICENSEE TO LICENSOR FOR THE PRECEDING 12 MONTHS PRIOR TO THE CLAIM ARISING.
13. Stipulation for Third Party Licensor
13.1 The Parties agree that this Agreement is stipulated for the benefit of the Third Party Licensor as well as the Licensor, and agree that the Third Party Licensor is deemed to have accepted this benefit.

13.2 The Third Party Licensor shall have the right to proceed in law against the Licensee without reference to the Licensor, should the Licensee be in breach of any provision of this Agreement or statutory provision which affects the Third Party Licensor's rights directly without also affecting those of the Licensor.

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