Terms & Conditions

LexisNexis Risk Management (Proprietary) Limited (“LNRM”) is the proprietor of the Software which Software is more fully described in the cover page of this Agreement ("Registration Form"). LNRM is the proprietor and/or has been granted a license by the proprietors of the Data ("the Proprietors") to provide its customers with access to this Data as part of its risk management product. LNRM hereby grants to the Customer a license or sub-license, as the case may be, to use the Software and Data, subject to the terms and conditions set out in this Agreement and the Registration Form (collectively "the Agreement").

  1. Grant of Product License. LNRM hereby grants to the Customer, subject to the terms and conditions set out in this Agreement and any Annexure hereto, a non-transferable and non-exclusive license ("License") to use the Software and any related documentation ("User Documentation") for the duration of this Agreement. The grant of the License entitles the Customer to –
    1. utilise the License to access the data specified in Appendix 1 (“Data”) and the User Documentation for the duration and on the terms and conditions of this Agreement. In order to utilise the License the Customer will be obliged to supply a list of all employees and/or vendors currently in the employ and contracted by the Customer (hereinafter referred to as “Employees and Vendors”) on or before the Effective Date. LNRM reserves the right to electronically inspect the list of Employees and Vendors from time to time and to adjust the Annual License Fees accordingly, where need be;
    2. license the use of any additional software from LNRM. In such event the parties shall execute an annexure which shall be attached hereto and be subject to the provisions, and form an integral part of this Agreement ("Software License Annexure");
    3. sublicense the Software to a third party, subject to the express written consent of LNRM and subject to any terms and conditions that LNRM may impose on the Customer and the sub-licensee from time to time. In such event, the Customer shall indemnify LNRM against any loss, liability, damage (whether direct, indirect or consequential) or expense of any nature whatsoever which may be suffered by the Proprietor and/or LNRM as a result of the Customer sub-licensing the Software to a third party.

  2. Acceptance.
    1. The Customer acknowledges that by its signature of this Agreement or by its use of the Software and/or Data, this Agreement shall be deemed to have been concluded and shall be effective from the date specified as the effective date in the Registration Form ("Effective Date").
    2. For the avoidance of doubt, it is recorded that, where the Customer licenses the use of Data by its signature of an Annexure or by its use of such Software, the Annexure shall be subject to the provisions of this Agreement and shall be deemed to have been concluded and shall be effective from the date specified as the effective date in the Annexure or, from the first date of use of the Additional Software, whichever the earlier.
  3. Duration
    This Agreement shall commence on the Effective Date and, subject to the provisions of clause 8 and the other provisions of this Agreement, endure for an initial period of one year ("Initial Period"), whereafter it shall automatically renew for successive one year periods ("Renewal Periods").

    1. License Restrictions. The Customer shall not for the duration of this Agreement itself or through any third party –
    2. copy, reproduce, translate, adapt, vary, modify, sell, lease, license, sub-license, encumber, de-compile, disassemble, reverse engineer or in any other way deal with any portion of the Data or Software or the source code embodied in the Software;
    3. write and/or develop any derivative software or any other programmes based on or similar to the Software;
    4. without LNRM's prior written consent, provide, disclose, divulge or make available to or permit use of the Software and/or Data and/or User Documentation by any persons other than the Customer’s authorised users;
    5. use the Software for any purpose other than the management of risk within its current and future business operations, thereby inter alia excluding and prohibiting the use of the Software by the Customer as a service to its clients, customers or any other person, either for compensation or free of charge, without the prior written consent of LNRM;
    6. use the Software at any other premises other than its own premises or other premises that have been approved by LNRM; or
    7. use the Software except under the terms and conditions contained in this Agreement.

  4. Use of Software and Access to Data:
    1. The Customer shall comply with all legislation and regulation relating to the use of the Software and User Documentation and the access to the Data (including without limitation the use, storage and maintenance of the Data). The Customer further indemnifies LNRM against any loss, liability, damage (whether direct, indirect or consequential) or expense of any nature whatsoever which may be suffered by LNRM as a result of the Customer failing to comply with all applicable legislation and regulation.
    2. The Customer shall be solely responsible for all costs and expenses associated with the Customer’s authorised employees accessing the Software and downloading of the Data.
    3. All access codes issued to the Customer by LNRM shall be for the sole and exclusive use of the Customer and its authorised employees. The Customer shall at all times take such reasonable measures as may be required in order to secure such access codes and shall not release or in any way disclose the access codes to any third party.
    4. The Customer shall immediately notify LNRM if there is any reason to believe that the Software, User Documentation or Data has become compromised or is likely to be used in an unauthorised way.

  5. Delivery. As soon as the Annual License Fee has been received by LNRM, LNRM shall provide the Customer with use of the Software and access to the Data and the Customer shall be entitled to use the Software on the system designated by LNRM and access the Data with immediate effect.

  6. Addition of Additional Vendors and Employees. Should the Customer require the addition of Vendors and Employees to the list provided to LNRM, the Customer shall advise LNRM thereof in writing and LNRM shall enable the Software to include such additional Vendors and Employees, and the Customer shall pay to LNRM additional License fees and Annual Fees for each additional Vendor and Employee added to the system from time to time and as agreed by the parties.

  7. Termination
    1. Either party may terminate this Agreement by furnishing the other party with not less than three months prior written notice ("Notice"), provided that such Notice shall only be effective upon expiry of the Initial Period or the current Renewal Period.
    2. Should the Customer fail to pay the Annual License Fees on due date, as set out in clause 9 below, LNRM shall be entitled to terminate this Agreement forthwith.
    3. Subject to the provisions of clause 14 below, cancellation of the License granted in terms of clause 1 of this Agreement shall not constitute termination of this Agreement and the rights and obligations afforded to both parties shall remain in full force and effect until the parties have discharged all obligations that arose prior to the cancellation of the License.
    4. In the event that LNRM is not the Proprietor of the Data, should the agreement entered into between LNRM and the Proprietor be terminated for any reason whatsoever, this Agreement shall automatically terminate upon the anniversary of the Effective Date or any subsequent Renewal Period, as the case may be, provided that LNRM shall notify the Customer of such termination as soon as reasonably possible after it becomes aware thereof.

  8. Fees and Payment.
    1. In consideration for the grant of the License the Customer shall pay LNRM the Annual License Fee (as set out in the Registration Form) on or before the Effective Date.
    2. The Annual License Fee shall be subject to escalation for each subsequent Renewal Period in accordance with the provisions of clause 9.5 (“Revised Annual License Fees”). The Customer shall pay the Revised Annual License Fees within thirty days of receipt of invoice.
    3. All amounts payable by the Customer to LNRM in terms of this Agreement are exclusive of VAT, and the Customer shall bear and pay all VAT levied thereon, and payment shall be made in cash without deduction or set-off of any nature, free of exchange, bank charges or any other charges.
    4. Any additional professional services rendered by LNRM to the Customer under this Agreement shall be charged at LNRM’s then current service rate together with any out of pocket expenses and disbursements, and will be executed upon written approval by the Customer, and subject to a formal proposal or work order submitted to the Customer by LNRM.
    5. Annual increases in all Annual License Fees and other services shall increase at 10% (ten percent) per annum.

  9. Confidentiality. The Software, Data, the User Documentation and all information, drawings, manuals and source code relating thereto (collectively the "Trade Secrets") are proprietary to the Proprietor or LNRM, as the case may be and constitute the Trade Secrets and confidential information of the Proprietor or LNRM. The Customer undertakes for the duration of this Agreement and thereafter to (and undertakes to procure that the Customer's employees, sub-contractors, agents and/or representatives will) keep the Trade Secrets and confidential information in strict confidence and not divulge any of the Trade Secrets to any third party or use any of the trade secrets and/or confidential information other than as contemplated in this Agreement.

  10. Intellectual Property.
    1. All right and title in and to the Software, Data and any User Documentation, including without limitation any and all of the trade names, trademarks, copyrights and other intellectual property rights used or embodied in or in connection with the Software, Data and the User Documentation shall be and remain the sole property of the Proprietor or LNRM, as the case may be, and no intellectual property rights therein are granted or assigned under this Agreement. The Customer shall not at any time in any way question or dispute the ownership of the Proprietor or LNRM, as the case may be of any such items as aforesaid and undertakes not to infringe or prejudice any rights of the Proprietor or LNRM, as the case may be in and to the Software, Data and/or the User Documentation.
    2. Neither party (“the Said Party”) shall acquire any right, title or interest (without the prior written consent of the other party) entitling the Said Party to use the name, service marks, trademarks or logos of the other party without prior written consent of the other party. Further, both parties undertake not to perform any act which would injure the reputation or goodwill attaching to the names and trademarks of either party or which would prejudice such rights in and to such names and trademarks.

  11. Trademark infringement.
    1. The Customer shall forthwith notify LNRM if any claim or demand is made or action brought against the Customer for infringement or alleged infringement of any intellectual property rights of any third party arising out of the Customer's use of the Software and/or Data in terms of this Agreement.
    2. The Proprietor and/or LNRM shall, at their own expense, conduct any litigation arising from any claim, demand or action brought and all negotiations for settlement and the Customer hereby agrees to grant to the Proprietor and/or LNRM the exclusive control of any such litigation or the negotiations for settlement under section 12.1.
    3. The Customer shall afford to the Proprietor and/or LNRM all reasonable assistance for the purpose of contesting any claim or demand made or action brought for infringement or alleged infringement of any intellectual property rights in connection with the Software and/or Data.
    4. If a claim, demand or action for infringement or alleged infringement of any intellectual property right is made as set out above, or in the reasonable opinion of the Customer is likely to be made, the Proprietor and/or LNRM may at its own expense –
      1. modify any or all of the intellectual property so as to avoid the infringement or the alleged infringement; or
      2. take such other action as the Proprietor and/or LNRM deems reasonable to avoid or settle such claim, demand or action.

  12. Warranties.
    1. The Customer warrants that it has the necessary capacity and authority to enter into this Agreement and the Customer acknowledge that if such capacity and/or authority is lacking, the Customer will nevertheless be bound by any obligations and/or liabilities that the Customer may incur as a result of the Customer entering into this Agreement.
    2. The Software, Data, User Documentation and each component thereof are supplied by LNRM to the Customer on an "as is" basis. LNRM has not made and does not make any representations nor gives and warranties or guarantees of any nature whatsoever which are not specifically set forth as contemplated by this Agreement, including without limitation, the warranties of merchantability and fitness for a particular purpose in respect of the Software and User Documentation, nor the correctness and accuracy of the Data.

  13. Limitation of Liability and Indemnities.
    1. In the absence of wilful misconduct, neither the Proprietor nor LNRM shall be liable for, and the Customer hereby indemnifies the Proprietor and LNRM against, any loss (including but not limited to any loss of profits, loss of use, business interruption and loss of data), liability, damage (whether direct, indirect or consequential) or penalty of whatever nature and howsoever arising which is caused by or attributable to the Software and/or the User Documentation and/or Data and/or this Agreement.
    2. The Customer hereby indemnifies the Proprietor and/or LNRM against any loss, liability, damage (whether direct, indirect or consequential) or expense of any nature whatsoever which may be suffered by the Proprietor and/or LNRM as a result of or in connection with the Customer's failure to comply with this Agreement and/or a breach by the Customer of any of the warranties given in this Agreement.
    3. Notwithstanding any other provision of this Agreement, the Proprietor and/or LNRM shall under no circumstances whatsoever be liable to any third party for any claim, loss, damage or expense of whatever nature and howsoever arising out of, in connection with or attributable to the Software and/or User Documentation and/or Data and/or the use thereof by the Customer in terms of this Agreement.
    4. The Customer shall have no claim under any circumstance whatsoever as a result of the Customer’s use of and reliance on the Data.
    5. Whilst care has been taken in the compilation of Software, LNRM does not accept responsibility for any loss or damage that may be sustained as a result of reliance by any person on the information contained in the Data.

  14. Breach. Should the Customer breach any provision of this Agreement and fail to remedy such breach within 7 (seven) days after receiving written notice requiring such remedy from LNRM, LNRM shall be entitled, without prejudice to its other rights in law including the right to claim damages, to cancel this Agreement and/or the License or to claim immediate specific performance of all of the Customer's obligations, whether or not otherwise then due for performance.

  15. Rights on termination. Notwithstanding any other provision of this Agreement, on termination of this Agreement for any reason whatsoever ("Termination Date") –
    1. all and any amounts due and owing to LNRM by the Customer shall be immediately paid to LNRM; and
    2. the Customer shall refrain from any further use of the Software or access to the Data;
    3. the Customer shall at its own cost and, at the election of LNRM either return to LNRM or destroy the Data and related User Documentation, and all copies or summaries thereof.

    1. Domicilium and notices.
    2. The parties addresses for service for all purposes relating to this Agreement including the giving of any notice, the payment of any sum or the serving of any process are the addresses set out in the Registration Form.
    3. Either party shall be entitled from time to time, by giving written notice to the other to vary its address for service to any other physical address or other relevant contact details.

  16. General.
    1. This Agreement and any Annexure hereto constitutes the sole record of the agreement between the parties in regard to the subject matter thereof. Neither party shall be bound by any representation, express or implied term, warranty, promise or the like not recorded herein or reduced to writing and signed by the parties or their duly authorised representatives. No addition to, variation, or agreed cancellation of this Agreement shall be of any force or effect unless in writing and signed by or on behalf of the parties. No indulgence which either party may grant to the other shall constitute a waiver of any of the rights of the grantor.
    2. Unless expressly agreed otherwise by the parties and recorded in writing as a term and condition of this Agreement, the Customer shall not be entitled to cede, assign or transfer all or any of its rights and/or obligations in terms of this Agreement to any other company, branch or division within the Customer's group structure that the Customer has not disclosed to LNRM on the Registration Form.
    3. All provisions of this Agreement are, notwithstanding the manner in which they have been grouped together or linked grammatically, severable from each other. Any provision of this Agreement which is or becomes unenforceable in any jurisdiction, whether due to voidness, invalidity, illegality, unlawfulness or for any reason whatever, shall, in such jurisdiction only and only to the extent that it is so unenforceable, be treated as pro non scripto and the remaining provisions of this Agreement shall remain in full force and effect.
    4. Should LNRM be prevented from fulfilling any of its obligations to the Customer as a result of any event of force majeure, then those obligations shall be deemed to have been suspended to the extent that and for as long as LNRM is so prevented from fulfilling them and the Customer's corresponding obligations shall be suspended to the corresponding extent. In the event that force majeure continues for more than thirty days after it has first occurred then LNRM shall be entitled (but not obliged) to terminate all of its rights and obligations in terms of or arising out of these terms of use and/or any service by giving notice to the Customer. An "event of force majeure" shall mean any event or circumstance whatsoever which is not within the reasonable control of the affected party including, without limitation, vis major, casus fortuitus, any act of God, theft, the downtime of any external telecommunications line, power failure, international restrictions, any requirement of any international authority, any requirement of any government or other competent local authority, any court order or export control.
    5. This Agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa without giving effect to any principles of conflict of law. The parties agree that any dispute arising or any matter related to or in connection with this Agreement shall be submitted to arbitration in accordance with the Arbitration Foundation of South Africa (AFSA).