Terms of Service

1. About these Terms

1.1These Terms of Service (“Terms”) govern access to and use of the Clerify platform, which is operated by Clerify (Pty) Ltd, registration number 2026/594082/07, a private company incorporated in the Republic of South Africa (“Clerify”, “we”, “us” or “our”).

1.2Clerify is a business-to-business service for legal practices. These Terms apply to law firms and legal practitioners that subscribe to the Platform (“Clients”) and to their Authorised Users. They do not create a contractual relationship between Clerify and the people who submit information to a Client through the Platform.

1.3By signing an Order Form that refers to these Terms, by clicking “I accept”, or by using the Platform, the Client agrees to be bound by these Terms. A person who accepts these Terms on behalf of a Client warrants that they have the authority to bind that Client.

1.4Acceptance by electronic means is valid and binding in terms of the Electronic Communications and Transactions Act 25 of 2002.

2. Definitions

2.1In these Terms, unless the context shows otherwise:

(a)“Acceptable Use Rules” means the rules in section 6.

(b)“Agreement” means these Terms, the Order Form, the DPA and the Privacy Policy, read together.

(c)“Authorised User” means an attorney, candidate attorney, employee or contractor of the Client whom the Client permits to use the Platform.

(d)“Client” means the law firm, legal practice or legal practitioner that has entered into an Agreement with Clerify. Where these Terms refer to the people who deal with the Client, we call them End Users.

(e)“Client Data” means all information, documents and records that the Client or its End Users submit to, or generate through, the Platform, including identity numbers, identity documents, proof of address, entity documents, intake answers, uploaded files, verification outcomes and audit records.

(f)“DPA” means Clerify’s Data Processing Agreement, which the Client must sign before using the Platform with real Client Data. A summary is published at clerify.co.za/dpa.

(g)“End User” means any person who submits information through a link, form or portal that the Client has issued, including the Client’s own clients, their representatives and the beneficial owners or office-bearers of entities.

(h)“FICA” means the Financial Intelligence Centre Act 38 of 2001, as amended, together with its regulations and guidance notes.

(i)“Fees” means the once-off setup fee and the monthly retainer set out in the Order Form, and any other amount that the Client agrees to pay.

(j)“Operator” has the meaning given in POPIA and, in this Agreement, refers to Clerify when it processes Client Data on behalf of the Client.

(k)“Order Form” means the proposal, quotation or sign-up form that the Client accepts, which records the tier, the forms to be built, the Fees and any special terms.

(l)“Platform” means Clerify’s software, including the Intake Engine, the Secure Exchange, the client portal, the form builder, the identity verification integration, the audit trail, the websites at clerify.co.za and portal.clerify.co.za, and all related documentation and updates.

(m)“POPIA” means the Protection of Personal Information Act 4 of 2013, as amended, together with its regulations.

(n)“Responsible Party” has the meaning given in POPIA and, in this Agreement, refers to the Client in relation to Client Data. It is the role that data protection laws in other countries call the data controller.

(o)“Services” means the Platform and the setup, support and maintenance services that Clerify provides under the Order Form.

(p)“Verification Provider” means the third-party identity verification service integrated into the Platform, currently Didit, and any replacement that Clerify appoints.

2.2Terms such as “personal information”, “data subject”, “special personal information” and “processing” have the meanings given in POPIA.

2.3Headings are for convenience only. A reference to legislation includes that legislation as amended or replaced from time to time.

3. The Services

3.1Subject to these Terms and payment of the Fees, Clerify grants the Client a non-exclusive, non-transferable, revocable right to use the Platform for its own legal practice during the term of the Agreement.

3.2The Platform has two main parts. The Intake Engine lets the Client send End Users matter-specific forms that collect information, FICA documents, consent and identity verification. The Secure Exchange lets the Client send and receive documents through an encrypted, access-controlled channel with watermarking and an audit trail.

3.3Clerify will build and test the forms described in the Order Form before go-live, and will provide the updates, support and onboarding described for the Client’s tier. Work outside that scope, including full rebuilds, new matter-type libraries and integrations, will be quoted separately and is not carried out until the Client accepts the quote.

3.4Clerify will use reasonable commercial efforts to keep the Platform available. The Platform may be unavailable from time to time for maintenance, upgrades, security events or reasons outside our control. Unless the Order Form states a specific service level, Clerify does not guarantee uninterrupted or error-free operation.

3.5Support is provided by email on Business Days between 08:00 and 17:00 South African Standard Time, subject to the Client’s tier. A Business Day is any day other than a Saturday, Sunday or public holiday in South Africa.

3.6Clerify may improve, change or retire features of the Platform. If a change materially reduces the core functionality that the Client has paid for, Clerify will give the Client at least 30 days’ written notice.

4. Clerify is a technology provider, not a law firm

4.1Clerify is not a law firm and does not provide legal advice. Nothing in the Platform, the forms, the website, the documentation, the verification results or any communication from Clerify is legal advice, and no attorney-client relationship arises between Clerify and the Client or any End User.

4.2The Client is solely responsible for its own legal work and professional obligations, including its duties under the Legal Practice Act 28 of 2014, the rules of the Legal Practice Council, its trust accounting obligations, its duty of confidentiality and its obligations to its own clients.

4.3The Client is an accountable institution under FICA. The Client alone remains responsible for its FICA obligations, including its risk management and compliance programme, customer due diligence, record-keeping, staff training, and the reporting of suspicious and unusual transactions. The Platform is a tool that helps the Client collect and organise information and documents. It does not perform customer due diligence on the Client’s behalf and does not make any decision about whether the Client may establish or continue a business relationship.

4.4Verification results, document checks, liveness checks and similar outputs are produced by automated tools. They are indicators, not determinations. The Client must apply its own judgement, review failed or ambiguous results with a human, and decide for itself whether the information it holds is sufficient.

4.5If the Client uses Clerify to store or hold records that FICA requires the Client to keep, the Client remains responsible for those records. Where FICA requires the Client to notify the Financial Intelligence Centre or its supervisory body that a third party keeps records on its behalf, the Client is responsible for giving that notice. Clerify will give the Client the particulars it reasonably needs to do so.

5. Accounts and security

5.1The Client must keep its login credentials, access links and one-time PINs confidential, must ensure that each Authorised User uses only their own credentials, and must remove access promptly when an Authorised User leaves the practice or no longer needs access.

5.2The Client is responsible for all activity under its accounts, except activity that results from a failure of Clerify’s own security measures.

5.3The Client must tell Clerify without delay if it suspects that a credential, device or email account has been compromised, or that anyone has gained unauthorised access to the Platform or to Client Data.

5.4The Client must issue links and portal invitations only to the intended End User, using a channel that the Client has reason to trust, and must take reasonable steps to confirm the End User’s identity.

5.5Clerify may require stronger authentication, reset credentials or temporarily restrict access where it reasonably believes that this is needed to protect the Platform or any Client Data.

6. Acceptable use

6.1The Client and its Authorised Users must use the Platform lawfully and only for the purposes of the Client’s legal practice. They must not, and must not allow anyone else to:

(a)use the Platform to avoid, undermine or circumvent FICA, including by capturing, accepting or recording identity information that the Client knows or suspects to be false, forged, stolen or altered, or by splitting or structuring a matter so as to avoid a verification or reporting threshold;

(b)use the Platform to launder money, finance terrorism or proliferation, evade sanctions, commit fraud or facilitate any offence under the Prevention of Organised Crime Act 121 of 1998, the Protection of Constitutional Democracy against Terrorist and Related Activities Act 33 of 2004, the Cybercrimes Act 19 of 2020 or any similar law;

(c)tamper with, suppress or falsify an audit trail, verification result, timestamp or consent record, or help an End User to defeat a liveness check or biometric check;

(d)submit, collect or process personal information without a lawful basis under POPIA, or collect special personal information (including biometric information) or the personal information of a child without first meeting the conditions that POPIA sets for that processing;

(e)upload or transmit unlawful content, including child sexual abuse material, malware, or content that infringes another person’s rights;

(f)probe, scan or test the security of the Platform, attempt to gain access to another client’s data, overload the Platform, scrape it, or bypass any security, rate-limit or access control, except under a written vulnerability testing agreement with Clerify;

(g)copy, decompile, reverse engineer or create derivative works of the Platform or its forms, or use the Platform to build a competing product;

(h)resell, sublicense or provide the Platform to anyone other than the Client’s own practice; or

(i)use the Platform in a way that damages Clerify’s reputation or the security or availability of the Platform for other clients.

6.2Clerify may investigate suspected breaches of this section. Where Clerify reasonably believes that a breach has occurred or is about to occur, it may suspend access to the affected account, form or link immediately and without prior notice, and will tell the Client why as soon as it lawfully can.

6.3Clerify may disclose information to the police, the Financial Intelligence Centre, the Information Regulator or another authority where it is legally required or compelled to do so. Where the law permits, Clerify will tell the Client before it discloses Client Data. The Client acknowledges that the law may prohibit Clerify from giving that notice.

6.4Suspension under this section does not suspend the Client’s obligation to pay the Fees.

7. Data protection

7.1For Client Data, the Client is the Responsible Party and Clerify is the Operator. Clerify processes Client Data only on the Client’s documented instructions, which are set out in the Agreement and in the Client’s use of the Platform, and only to provide the Services.

7.2The Client must sign the DPA before submitting any real Client Data to the Platform. The DPA forms part of the Agreement. If the DPA and these Terms conflict on the processing of personal information, the DPA prevails.

7.3The Client warrants that it has, and will maintain, a lawful basis under POPIA for every instruction it gives Clerify and for all Client Data that it collects through the Platform. In particular, the Client is responsible for:

(a)giving each End User the notices that POPIA section 18 requires;

(b)obtaining and recording consent or establishing another lawful ground under POPIA sections 26 and 27 before an End User is asked to complete a biometric identity check, and offering an alternative method of verification where the End User declines;

(c)meeting the conditions in POPIA sections 34 and 35 before the personal information of a child is collected, which is relevant in family-law matters; and

(d)responding to requests from data subjects who exercise their rights under POPIA, with Clerify’s assistance as set out in the DPA.

7.4Client Data is stored in the Amazon Web Services Africa (Cape Town) region in South Africa. The Client acknowledges that identity verification is performed by the Verification Provider, which processes verification data outside South Africa as described in the Privacy Policy and the DPA, and that Clerify has concluded a written agreement with the Verification Provider that requires protection equivalent to POPIA.

7.5Clerify will notify the Client immediately after it has reasonable grounds to believe that Client Data has been accessed or acquired by an unauthorised person, and will give the Client the information it reasonably needs to meet its own notification duties to the Information Regulator and to data subjects.

7.6Clerify does not sell Client Data and does not use it for advertising, profiling, product analytics or the training of machine-learning models. It uses Client Data only to provide the Services to the Client.

7.7The Privacy Policy explains how Clerify processes personal information in the roles in which it acts as a Responsible Party, for example for the Client’s account details and for visitors to the website.

8. Fees and payment

8.1The Client must pay the Fees set out in the Order Form. The setup fee is payable before Clerify begins the build. The monthly retainer is invoiced monthly in advance and is payable within 7 days of the invoice date by electronic funds transfer, without set-off or deduction.

8.2Fees exclude value-added tax and any other applicable tax, which the Client must pay in addition where it applies.

8.3The setup fee is not refundable once Clerify has begun building the Client’s forms. Monthly retainers already paid are not refundable, except where Clerify terminates under clause 9.3 for reasons other than the Client’s breach.

8.4If an invoice is overdue, Clerify may charge interest at the prescribed rate of interest under the Prescribed Rate of Interest Act 55 of 1975 from the due date until the date of payment. If an invoice remains unpaid 14 days after Clerify gives written notice of non-payment, Clerify may suspend the Services until all overdue amounts are paid.

8.5Clerify may change the monthly retainer on at least 30 days’ written notice. The change takes effect from the next billing cycle after the notice period. If the Client does not accept the change, it may terminate under clause 9.2 before the change takes effect.

8.6The Client must raise any dispute about an invoice in writing within 7 days of receiving it. The Client must pay any undisputed portion on time.

9. Term and termination

9.1The Agreement starts on the date the Client accepts the Order Form and continues on a month-to-month basis until terminated under this section. There is no minimum commitment beyond the first month unless the Order Form says otherwise.

9.2Either party may terminate the Agreement for convenience by giving the other at least 30 days’ written notice.

9.3Either party may terminate the Agreement immediately by written notice if the other party commits a material breach and, where the breach can be remedied, fails to remedy it within 7 days of receiving written notice to do so, or if the other party is placed in liquidation or business rescue, or is unable to pay its debts as they fall due.

9.4Clerify may terminate the Agreement immediately by written notice if the Client commits a serious breach of the Acceptable Use Rules, or if the continued provision of the Services would expose Clerify to a legal or regulatory risk that it cannot reasonably manage.

9.5When the Agreement ends, the Client’s right to use the Platform ends. Clerify will keep the Client Data available for export for 30 days after the termination date, and will then delete it in accordance with the DPA, which includes the crypto-shredding process described in the Privacy Policy.

9.6Before the Agreement ends, the Client is responsible for exporting every record that it is required to keep, including customer due diligence records that FICA requires it to keep for at least five years after the end of the business relationship. Clerify is not liable for the loss of records that the Client does not export within the export period.

9.7Termination does not affect rights that have already accrued, including the obligation to pay Fees up to the termination date. Sections 4, 10 to 15, 17, 18 and 19 survive termination.

10. Intellectual property

10.1Clerify and its licensors own all rights in the Platform, including the software, source code, form engine, workflows, templates, interface design, trade marks, logos, documentation and any improvement or modification made to any of them. These Terms do not transfer any of those rights to the Client.

10.2The Client owns the Client Data. The Client grants Clerify a limited, non-exclusive licence to host, process, transmit and display the Client Data for the sole purpose of providing the Services and complying with the law.

10.3The Client owns the text of its own matter descriptions, instructions and branding that it supplies for its forms. The Client grants Clerify a licence to use that content, and the Client’s name and logo, to build and operate the Client’s forms and portal. Clerify may not use the Client’s name or logo in marketing without the Client’s written consent.

10.4If the Client gives Clerify feedback or suggestions about the Platform, Clerify may use them freely without payment or attribution, but this does not give Clerify any right to Client Data.

10.5The Client must not remove any proprietary notice from the Platform, and must not use Clerify’s trade marks except as these Terms or Clerify’s written consent allow.

11. Confidentiality and privilege

11.1Each party must keep the other’s confidential information confidential, use it only for the purposes of the Agreement, and disclose it only to those of its personnel, professional advisers and permitted sub-contractors who need to know it and who are bound by equivalent duties of confidentiality. Client Data is the Client’s confidential information.

11.2This section does not apply to information that is public through no fault of the receiving party, was lawfully known to the receiving party before disclosure, or was independently developed without use of the confidential information. A party may disclose confidential information where the law requires it, after giving the other party notice where the law allows.

11.3Clerify understands that Client Data may include information that is subject to legal professional privilege. Clerify’s staff do not access Client Data except where this is necessary to provide support that the Client has requested, to investigate a security incident, or to comply with the law. Using the Platform is not intended to waive any privilege, and Clerify will not assert that it has done so.

11.4If Clerify receives a subpoena, court order or other compulsory request for Client Data, it will, where the law permits, notify the Client promptly so that the Client can object, and will disclose only what it is legally required to disclose.

12. Warranties and disclaimers

12.1Each party warrants that it has the power and authority to enter into and perform the Agreement.

12.2Clerify warrants that it will provide the Services with reasonable skill and care, and that it will maintain the security measures described in the DPA.

12.3To the fullest extent that the law permits, and except as expressly stated in the Agreement, the Platform is provided “as is” and “as available”. Clerify does not warrant that the Platform will be uninterrupted or error-free, that every identity check will return a correct result, that the Platform will detect every forged document or impersonation attempt, or that the Client’s use of the Platform will satisfy the Client’s obligations under FICA, POPIA or any professional rules.

13. Limitation of liability

13.1To the fullest extent that the law permits, Clerify’s total aggregate liability to the Client arising from or in connection with the Agreement, whether in contract, delict (including negligence) or otherwise, is limited to the Fees that the Client paid to Clerify in the 12 months before the event that first gave rise to the claim.

13.2To the fullest extent that the law permits, Clerify is not liable for any indirect, consequential, special or punitive loss, or for loss of profit, revenue, goodwill, business opportunity or anticipated savings, even if Clerify was told that such loss was possible.

13.3Clerify is not liable for loss or damage that arises from:

(a)the Client’s or an End User’s breach of the Agreement, including the Acceptable Use Rules;

(b)the Client’s failure to meet its own obligations under FICA, POPIA, the Legal Practice Act or any professional rule;

(c)the compromise of the Client’s credentials, devices or email accounts, including business email compromise and phishing attacks that originate outside the Platform;

(d)the Client’s decision to rely on a verification result or document check without the review that clause 4.4 requires;

(e)any claim, loss or exclusion under the Client’s professional indemnity or fidelity insurance, including the Legal Practitioners’ Indemnity Insurance Fund; or

(f)a failure or outage of a third-party service that is outside Clerify’s reasonable control, subject to Clerify’s obligations to manage its sub-contractors under the DPA.

13.4Nothing in the Agreement limits or excludes liability for fraud, wilful misconduct or gross negligence, or any liability that cannot lawfully be limited or excluded, including any right that cannot be excluded under the Consumer Protection Act 68 of 2008 to the extent that Act applies to the Client.

13.5The Client acknowledges that the Fees reflect this allocation of risk and that Clerify would not provide the Services without these limitations. The Client is responsible for maintaining insurance appropriate to its practice.

13.6Each party must take reasonable steps to mitigate any loss for which it claims against the other.

14. Indemnity

14.1The Client indemnifies Clerify against any claim, loss, penalty, fine or reasonable legal cost (on the attorney and own client scale) that a third party, a data subject or a regulator brings against Clerify and that arises from:

(a)the Client’s breach of the Acceptable Use Rules;

(b)the Client’s failure to give an End User the notices, or to obtain the consent or establish the lawful ground, that POPIA requires for Client Data; or

(c)an instruction that the Client gave Clerify that is unlawful or that breaches a third party’s rights.

14.2Clerify must tell the Client promptly about any claim that is covered by this indemnity, must allow the Client to control the defence and settlement of the claim, and must co-operate reasonably at the Client’s cost. The Client may not settle a claim in a way that imposes an obligation on Clerify without Clerify’s written consent.

15. Force majeure

15.1Neither party is in breach of the Agreement, or liable for any delay or failure in performing it (other than an obligation to pay money), to the extent that the delay or failure results from an event beyond its reasonable control. This includes natural disasters, load-shedding and failure of the electricity grid, failure of public telecommunications or cloud infrastructure, pandemics, war, civil unrest, strikes, acts of government, and criminal cyber attacks that occur despite the security measures described in the DPA.

15.2The affected party must tell the other party as soon as reasonably possible, and must use reasonable efforts to limit the effect of the event and to resume performance. If the event continues for more than 30 days, either party may terminate the Agreement on written notice.

16. Changes to these Terms

16.1Clerify may update these Terms from time to time. If a change is material, Clerify will give the Client at least 30 days’ notice by email to the address on the Order Form before the change takes effect. The current version is always published at clerify.co.za/terms, with the date of the last update shown at the top.

16.2If the Client does not accept a material change, it may terminate under clause 9.2 before the change takes effect. If the Client continues to use the Platform after the change takes effect, it accepts the updated Terms.

16.3A change that is required by law, or that is needed to address an immediate security risk, may take effect sooner.

17. Notices and domicilium

17.1A notice under the Agreement must be in writing. Clerify may send notices to the email address in the Order Form and through the Platform. The Client must send notices to anga@forteintake.com.

17.2A notice sent by email is treated as received on the Business Day after it was sent, unless the sender receives an automated message showing that delivery failed.

17.3For the purposes of the Agreement, each party chooses as its address for the service of legal documents (its domicilium citandi et executandi) the address recorded for it with the Companies and Intellectual Property Commission (for Clerify) or stated in the Order Form (for the Client). A party may change its address by giving the other party 10 Business Days’ written notice of a new physical address in South Africa.

18. General

18.1Whole agreement. The Agreement is the whole agreement between the parties about the Services and replaces all earlier discussions, proposals and understandings. Neither party relied on any representation that is not recorded in the Agreement.

18.2Variation. No change to the Agreement is valid unless it is in writing and signed or electronically accepted by both parties, except where these Terms allow Clerify to update them.

18.3No waiver. A failure or delay in exercising a right is not a waiver of that right. A waiver is valid only if it is in writing.

18.4Severability. If a provision is found to be invalid or unenforceable, it is severed from the Agreement and the remaining provisions continue to apply. The parties will replace the severed provision with a valid one that is as close as possible to its intended effect.

18.5Cession and sub-contracting. The Client may not cede, assign or delegate its rights or obligations without Clerify’s written consent. Clerify may cede the Agreement to a successor to its business on written notice to the Client, and may use sub-contractors, remaining responsible for their performance as set out in the DPA.

18.6Relationship. The parties are independent contractors. The Agreement does not create a partnership, joint venture, agency or employment relationship.

18.7Costs. If a party must take legal action to enforce the Agreement and succeeds, the other party must pay its reasonable legal costs on the attorney and own client scale.

18.8Counterparts and electronic signature. The Agreement may be signed in counterparts and by electronic signature, each of which is an original.

18.9Third parties. The Agreement does not give any right to a person who is not a party to it, including End Users.

19. Governing law and disputes

19.1The Agreement, and any dispute arising from or connected with it, is governed by the laws of the Republic of South Africa.

19.2The parties must first try to resolve any dispute through good-faith discussion between their senior representatives. If the dispute is not resolved within 14 days of one party giving the other written notice of it, either party may refer it to the courts.

19.3Subject to clause 19.4, the parties submit to the exclusive jurisdiction of the High Court of South Africa, Gauteng Division, including its seat in Johannesburg, for any dispute arising from or connected with the Agreement.

19.4Clerify may, at its option, bring proceedings in any magistrates’ court that has jurisdiction, and the Client consents to the jurisdiction of that court in terms of section 45 of the Magistrates’ Courts Act 32 of 1944. Either party may at any time seek urgent interim relief from any competent court.

20. Contact

20.1Questions about these Terms can be sent to Clerify (Pty) Ltd, attention Anga Ngcebetsha, at anga@forteintake.com or on +27 71 877 2496.