Terms of Service
Date updated: 24 May 2022
1. Who we are and how to contact us
FlexInvoice offers a quoting, invoicing, statement and basic
customer management platform and other business tools for small to medium businesses
through its websites https://www.flexinvoice.co.za/ , https://flex-invoice.com, https://flex-invoice.co.za, https://app.flexinvoice.co.za and mobile applications (Services).
These Services are operated by FlexInvoice Pty Ltd (2022/289736/07)
from Johannesburg, South Africa (we, us and our).
To contact us, please email ask(at)flexinvoice.co.za
2. Our contract with you
- These terms and conditions (Terms) apply to the supply of Services by us to you (Contract). To the extent permitted by law, no other terms are implied by trade, custom, practice or course of dealing.
- You agree to be bound by these Terms from the time you register to receive or use the Services.
- The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
3. Our Services
- The purpose of our Services is to provide fast and efficient quoting, invoicing, payments and business management tools for a variety of businesses. FlexInvoice enables its users to create professional invoices and quotes using our exceptionally user friendly platform.
- We may offer additional Services or updates, modifications or revise any current content and Services and these Terms will apply unless otherwise stipulated.
- We will supply the Services to you in accordance with the specification for the Services appearing on our website from time to time.
4. Registration and account Information
- To register to receive the Services, you warrant that you are over 18 years of age and have full legal capacity to enter into and form a legally binding Contract.
- When you register with us you will need to provide true, accurate, current and complete information about yourself as prompted by the login process. You agree to update your information should there be any changes, in order to keep registered information true, accurate, current and complete. If you provide information that is not true, accurate, current and complete, we may deny your registration or terminate your access to the Services.
- When you register, we will collect personal information from you which may include your name / company name, email address, birth date, gender, occupation, personal interests, bank account details, Company details including ownership and personal documents to verify your identity. You can edit your account information at any time.
5. User Contributions and Content
- Our Services may include information and materials uploaded by other users and content provided by people who receive an invoice, quote or other output from the Services (Invoice Recipient), including reviews and posts to comment threads.
- These Services may contain comment threads, personal web pages or profiles, forums, bulletin boards, content on invoices/proposals/receipts, proposal contract fields and terms, ratings and comments (including on products or services you provide to Invoice Recipients), links and other interactive features that allow users to post, submit, publish, display or transmit to other users or other persons (post) content or materials (collectively, User Contributions) on or through the Services.
- All User Contributions must comply with the content standards set out in clause 6 of these terms. Any User Contribution you share will be considered non-confidential and non-proprietary.
- We may disclose your identity to any third party who is claiming that any content posted or uploaded by you to our Services constitutes a violation of their intellectual property rights, or of their right to privacy.
- You represent and warrant that: (a) you own or control all rights in and to your User Contributions and content and have the right to grant the licenses in clause 9; (b) all of your User Contributions do and will comply with these terms; (c) you have the
consent of your Invoice Recipients to upload their data and to use it (and to let us use it) in accordance with these terms.
- You understand and acknowledge that: (a) you are responsible for any User Contributions and content you submit, publish or contribute, and you (and not us) have full responsibility for such content, including its legality, reliability, accuracy and appropriateness, and for securing and backing up your content; (b) we are not responsible, or liable to any third party, for the content or accuracy of any
User Contributions posted by you or any other user of the Services; and (c) without limiting the above, we are not responsible for verifying or approving User Contributions (including ratings or comments from your Invoice Recipients) and we are not liable to you or anyone else for those items, including for material which you may consider defamatory.
- We may remove, refuse to post or take any action with respect to any User Contributions and content if we believe it does not comply with these Terms or any applicable laws, or breaches a third party’s rights, or if we are asked to do so by any regulator.
We are not required to maintain or give you a copy of your User Contributions.
- If you wish to complain about information and materials uploaded by other users or Invoice Recipients please contact us by emailing ask(at)flexinvoice.co.za.
6. Content standards
- The content standards in this clause 6 apply to any and all User Contributions and content and use of social media features. Whenever you make use of a feature that allows you to upload content to our Services, or to make contact with other users of our Services, you must comply with the content standards in this clause 6.
- You warrant that your User Contributions will not:
(a) Infringe any applicable federal, state, local and international laws and regulations.
(b) Contain any material which is defamatory, obscene, abhorrent, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
(c) Contain or promote sexual or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
(d) Infringe any patent, trade mark, trade secret, copyright or other intellectual property or other rights of any other person.
(f) Be likely to deceive any person.
(g) Promote any illegal activity, or advocate, promote or assist any unlawful act.
(h) Comprise spam, phishing or unsolicited contact of other users or other third parties.
(i) Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
(j) Impersonate any person, or misrepresent your identity or affiliation with any person or organisation, including with us.
(k) Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
3. If you do not comply with these content standards, then without limiting any other legal remedy we may have:
(a) you indemnify us for any loss or damage we suffer as a result (including any claims against us by anyone else);
(b) we may report any breach to the relevant law enforcement authorities and we will co-operate with those authorities by
disclosing your identity to them; and (c) we may suspend or terminate your right to use our Services.
7. Your obligations
7.1 It is your responsibility to ensure that:
(a) you cooperate with us in all matters relating to the Services;
(b) you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure
that such information is complete and accurate in all material respects;
(c) When you set up an account, you are the sole authorised user of the account. (You are responsible for maintaining the
secrecy and confidentiality of your password and for all activities that happen on or within your account. If you ever find or suspect that someone has access to your account without authorisation, you are advised to promptly notify us at ask(at)flexinvoice.co.za); and
(d) you comply with all applicable laws when using the Services.
7.2 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil your obligations in these Terms (Your Default):
(a) we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under 13 (Termination);
(b) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and (c) it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
8. Fees and Payment
8.1 We charge a subscription fee as set out as part of the registration process or on our website (Fees). Your access may be revoked or restricted if fees are not paid.
8.2 As part of registering for the Services, you will have an option to select a suitable plan as per Fees displayed on the website. These options may include a monthly or annual subscription term. After selecting your choice of Fee Plan, you will be redirected to payfast.co.za in order to register your secure online payment subscription. Upon successful registration, you will be directed back to flexinvoice.co.za to continue your subscription or use the platform.
8.3 You agree to pay the Fees using the selected payment method.
8.4 You will be billed at the beginning of your subscription period and subsequently monthly or annually afterwards, depending on your fee plan. You may cancel your subscription at any time (but you will not receive any refunds or credits for Fees that you have
already paid). Your subscription will end at the completion of the most recently fully paid subscription period.
8.5 Your subscription will automatically renew at the end of your current subscription period. You will be billed in advance of your next subscription period. If you wish to cancel your subscription you need to do so before the next subscription period.
8.6 Our Fees are quoted exclusive of taxes such as sales tax, value added tax and goods and services tax (collectively, Taxes). Where Taxes are payable on some or all of the Services, we will add the Taxes to your invoice and you must pay us such additional amounts in respect of Taxes, at the applicable rate, at the same time as you pay the Fees.
9. Intellectual property rights
9.1 All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any data provided by you) will be owned by us.
9.2 You retain all intellectual property rights in the data you input into the Services, and to your logos, trademarks, business name and business information (Your Materials).
10. How we may use your personal information
10.1 We will use any personal information you provide to us to: (a) provide the Services; (b) process your payment for the Services; and (c) inform you about similar products or services that we provide, but you may stop receiving this information at any time by contacting us.
11. Warranties and Liability
1.1 Each party represents and warrants that it has the legal authority to enter into the Contract incorporating these Terms.
11.2 Except as expressly provided in these Terms, all Services are provided “as is,” and we expressly disclaim any and all warranties and representations of any kind, including any warranty of non-infringement, title, fitness for a particular purpose, functionality or merchantability, whether express, implied or statutory. We do not warrant that your use of the Services will be uninterrupted or error-free, that we will review your data for accuracy or that we will preserve or maintain your data without loss.
11.3 You understand that use of the Services necessarily involves transmission of your data over networks that we do not own, operate or control, and we are not responsible for any of your data lost, altered, intercepted or stored across such networks. We cannot guarantee that our security procedures will be error-free, that transmissions of your data will always be secure or that unauthorized third parties will never be able to defeat our security measures or those of our third-party service providers. We will not be liable for delays, interruptions, service failures or other problems inherent in use of the internet and electronic communications or other systems outside our reasonable control.
11.4 You may have other statutory rights, but the duration of statutorily required warranties, if any, will be limited to the shortest period permitted by law.
11.5 Without limiting the above, while our Services may include tools, templates and information to help you manage your business, we are not a professional services, accounting or legal firm and we are not providing professional or legal advice. Any information we
share with you should not be relied on as a substitute for professional or legal advice and we are not liable for your use of the information in that way.
11.6 Nothing in this Contract limits or excludes our liability: (a) for death or personal injury caused by our negligence or willful misconduct; (b) for fraud or fraudulent misrepresentation; or (c) where liability cannot be limited or excluded by applicable law.
11.7 Subject to 11.4 we will not be liable to you, whether in contract, tort (including negligence) or otherwise, for any special, indirect or consequential loss arising under or in connection with this Contract, including any: loss of profits; loss of sales or business; loss of
production; loss of agreements or contracts; loss of business opportunity; loss of anticipated savings; loss of or damage to goodwill; loss of reputation; or loss of use or corruption of software, data or information.
11.8 Subject to clause 11.4, our maximum aggregate liability to you, whether in contract, tort (including negligence) or otherwise, will not exceed the greater of: the amount of the Fees you have paid us for the Services in the 12 months immediately preceding the claim.
11.9 Nothing in this Contract is intended to have the effect of excluding, restricting or modifying the application of all or any of the provisions of the Consumer Law or the exercise of a right conferred by such a provision, or any liability of ours in relation to a failure to comply with a guarantee that applies to a supply of services. If we are liable to you in relation to a failure to comply with a guarantee that cannot be excluded, our total liability to you for that failure is limited to, at our option, the resupply of the services or the payment of the cost of resupply.
11.10 Nothing in this Contract limits or affects the exclusions and limitations set out in our website terms and condition of use.
11.11 This clause 11 will survive termination of the Contract.
12.1 We each undertake that we will not at any time during the Contract, and for a period of three years after termination of the Contract, disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by 12.2.
12.2 We each may disclose the other’s confidential information:
(a) where the information is in the public domain as at the date of this Contract (or subsequently becomes in the public
domain other than by breach of any obligation of confidentiality binding on either of us);
(b) if either of us is required to disclose the information by applicable law or the rules of any recognised stock exchange or other document with statutory content requirements,
(c) where the disclosure is expressly permitted under this Contract including the licenses granted in clause 9; and for us to post User Contributions and Invoice Recipient content, feedback, ratings and reviews;
(d) if disclosure is made to our respective officers, employees and professional advisers to the extent necessary to enable either of us to properly perform our obligations under this Contract or to conduct our business generally, in which case the we each must ensure that such persons keep the information secret and confidential and do not disclose the information to any other person;
(e) where the disclosure is required for use in legal proceedings regarding this Contract; or
(f) if the party to whom the information relates has consented in writing before the disclosure.
12.3 Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contract.
13.1 You may cancel access to our Services at any time by terminating your account within the subscriptions in payfast.co.za.
13.2 Without affecting any of our other rights, we may suspend your access to the Services, or terminate this Contract with immediate effect by giving written notice to you (which may be via your account settings in the Services or your email address) if:
(a) you fail to pay any Fees when due;
(b) you commit a material breach of any other term of this Contract and that breach is irremediable or (if that breach is remediable) you fail to remedy that breach within 14 days after being notified to do so;
(c) we receive a written request from law enforcement or any other governmental agencies;
(d) we suffer unexpected technical or security issues and/or problems;
(e) you do not access the Service for longer than six months (and we have given you at least two warnings that we are about
to suspend your account);
(f) you engage in any fraudulent or illegal activities; or (g) you become insolvent or bankrupt.
13.3 Termination of this Contract does not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages for any breach of the Contract that existed at or before the date of termination.
13.4 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect, including clauses 9 to 12.
14. Force majeure
14.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
14.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract: (a) we will contact you as soon as reasonably possible to notify you; and (b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
14.3 Either you or us may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. If we cancel, we will refund pro-rata any Fees you have pre-paid for the rest of the subscription period, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.
Any notice you send to us must be sent to ask(at)flexinvoice.co.za. Any notice we send to you will be sent to the email address you have provided through your account. Any notice will be deemed given upon the first business day (in South Africa) after it is sent.
We may vary these Terms by giving you reasonable prior notice. We will tell you when the changes take effect. By continuing to use the Service after this date, you consent to those changes.
17. No waiver
Neither of us may rely on the words or conduct of any other party as being a waiver of any right, power or remedy arising under or in connection with this Contract unless the other party or parties expressly grant a waiver of the right, power or remedy. Any waiver must
be in writing, signed by the party granting the waiver and is only effective to the extent set out in that waiver.
18. Relationship between parties
Nothing in these terms is to be construed as constituting a partnership, joint venture, employment or agency arrangement between you and us.
We may assign or transfer our rights and obligations under the Contract to another entity by giving you notice (via the Services or your email), but without needing your prior consent. You may only assign or transfer your rights or your obligations under the Contract to
another person if we agree in writing.
If the whole or any part of a provision of this Contract is or becomes invalid or unenforceable under the law of any jurisdiction, it is severed in that jurisdiction to the extent that it is invalid or unenforceable and whether it is in severable terms or not; except if that would materially affect or alter the nature or effect of the parties’ obligations under this Contract.
21. Governing law and jurisdiction
These Terms and the Contract, their subject matter and their formation, are governed by the law in South Africa. You and we
both agree that the courts in South Africa will have exclusive jurisdiction.