1.

1.1

Account: means the organisation or entity account on Unifii. Each account must have one main user.

1.2

Unifii, we, our or us, means the Unifii entity you contract with as a subscriber depending from where you access and use the services.

1.3

Subscriber, you or your, refers to the party whose information is contained in the subscription form and any entity or firm you’re authorised to represent, the Subscriber and Unifii referred to individually as a “Party” and collectively, as the “Parties”. By Signature of your subscription form you confirm your subscription or purchase of the products or services listed therein.

1.4

Services: The services and/or products consisting of all the services or products we provide now or in the future, including our online and/or mobile services and products whether paid for or provided on a free to use basis.

1.5

Subscription: Certain of Unifii’s services are offered on a paid subscription basis only. If you choose to use these services, you must agree to additional terms and conditions applicable to that services and included in your subscription form. By signing your subscription form, you agree to a paid subscription on Unifii. The subscriber remains responsible for paying for any subscription fees in accordance with your subscription form.

1.6

Subscription Form: A subscription form contains all of the details about any service you choose to subscribe to or purchase, including your subscription terms, products purchased and agreed fees.

1.7

User: You may create an account on Unifii through the online application access link. When you create an account to use our services or whether you agree to accept an invite to do so by another user, you must accept these terms of service to use our services.

1.8

Main User: If you are the first to create an account, you are assigned rights as the main user. As a main user you may create and invite other users. As a main user you are responsible for and control access and access rights for all invited users.

1.9

Provider: If you offer products or services to other users on Unifii you agree to the additional terms listed under section: Product Providers.

2.1

Access Rights: Whatever your role or access right is, when you use Unifii you agree to these terms of service.

2.2

Granting Access: We grant you the right to use our services subject to these terms of service (based on your subscription type, your user role and the level of access you’ve been granted) and for those services that require a subscription - for as long as you continue to pay for the subscription (as applicable) or – if you’re an invited user – until your access is revoked by the main user.

2.3

User roles and access: If you are the main user, when inviting others, you are responsible for and agree that you understand the permissions you’re granting to invited users.

2.4

Main user role: As a main user, you take responsibility for fully controlling how your account is managed and who can access it. You control access to your account. You decide who’s invited to use our services you’ve subscribed to (whether paid for or offered without charge) and what kind of access the invited user has. You can change or stop that access at any time. You’re responsible for resolving any disputes with any invited users over access to your subscription. You’re also responsible for all your invited users’ activity.

2.5

2.6

Limitations: Some of our services may be subject to limits such as a cap on the number of monthly transactions.

2.7

New or revised services: For new or updated services, there might be additional terms. We agree to inform you of those terms before you are granted access to any such services.

2.8

What we own: We own everything we’ve put into our services unless otherwise stated but excluding content owned by others. This includes rights in the design, compilation, and look and feel of our services. It also includes rights in all copyrighted works, trademarks, designs, inventions, and other intellectual property. You agree not to copy, distribute, modify or make derivative works of any of our content or use any of our intellectual property rights in any way not expressly permitted by us.

3.1

Free Accounts: You may sign up for a free account without charge. The services and products offered for free may vary and are subject to change without notice.

3.2

Trial subscriptions: We may offer a free trial, based on the terms specified at the time. If you choose to continue using our services after the trial, you’ll be billed from the agreed service commencement date. If you choose not to continue using our services following a trial, you may delete your account.

3.3

Subscription Services: The use of some of our services requires you to pay a subscription fee based on your selected subscription type (the subscription fee) and in accordance with the terms agreed in your subscription form. Our subscription types and the subscription fees may have different invoicing, pricing and cancellation terms and may vary by region, the terms applicable to any paid for subscription plan are set out in your subscription form. We may update or amend our pricing plan from time to time. As with any other changes to our terms, changes to the pricing plan won’t apply retrospectively.

3.4

Payment for Subscription Services: Unless you signed up to a free account, free trial or other free offer. The pricing details and terms of your subscription are included in your subscription form. You agree to pay for any subscription based on the pricing set out in your signed subscription form.

3.5

No-charge or beta services: We may offer our service at no charge, for example a free account option, a beta service or a time-limited trial account. Because of the nature of some of these services, you use them at your own risk.

3.6

Taxes: Depending on your region, subscription fees may be inclusive or exclusive of transactional taxes where relevant (example VAT), as reflected in the subscription form. You’re responsible for paying all external fees and taxes associated with your use of our services wherever levied. Your responsibility includes withholding tax if it applies, unless we already process that withholding tax.

3.7

Additional services: Depending on where you’re based and how you use our services, you may be able to take advantage of additional services that Unifii offers. These might incur an additional fee that we’ll let you know about when you sign up for those services.

4.1

Unifii may use your data to provide our services to you. This section is an important part of these terms and describes in more detail how we deal with personal data, like your name and email address.

4.2

Use of data: When you enter or upload your data into our services, we don’t own that data but you grant us a licence to use, copy, transmit, store, analyse, and back up all data you submit to us through our services, including personal data of yourself and others, to: enable you to use our services; allow us to improve, develop and protect our services; create new services; communicate with you about your account and subscription; and send you information we think may be of interest to you based on your marketing preferences.

4.3

Use of your own personal data: We respect your privacy and take data protection seriously. In addition to these terms, our privacy notice sets out how we process your own personal data that you enter into Unifii, like your name and email address.

4.4

Use of personal data you enter about others: Depending on where your contacts are based, our data processing terms may also apply to the personal data of others (such as your customers, suppliers and employees) that you enter into Unifii.

4.5

Anonymised statistical data: When you use our services, we may create anonymised statistical data from your data and usage of our services, including through aggregation. Once anonymised, we may use it for our own purposes, such as to provide and improve our services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you.

4.6

Security: Unifii will maintain, in line with industry best practices, technical, physical and administrative safeguards to do our part to help keep your data safe and secure. While we’ve taken steps to help protect your data, no method of electronic storage is completely secure and we cannot guarantee absolute security.

4.7

Data breach notifications: Where we think there has been unauthorised access to personal data inside your subscription, we’ll let you know and give you information about what has happened. Depending on the nature of the unauthorised access, and the location of your affected contacts. We may also restrict access to certain parts of our services until you verify that access was by an authorised user.

4.8

Your responsibilities: You have an important part to play by keeping your login details secure and by making sure you have strong security on your own systems. If you become aware of any unauthorised use of your password or any breach of security to your account or email address linked to your account, you agree to let us know immediately.

5.1

In using and proving the services, you may share confidential information with us, and you may become aware of confidential information about us. The Parties both agree to take reasonable steps to protect the other party’s confidential information from being accessed by unauthorised individuals. Either Party share each other’s confidential information with legal or regulatory authorities if required to do so.

5.2

For the purposes of these terms of service confidential information includes, without limitation, any information or data relating to either Party in whatever format whether written, oral or graphic, recorded or not, which is intended or by its nature could be reasonably be expected to be confidential, which was disclosed or communicated by a Party to the other Party, or which otherwise comes to the knowledge of a Party, by whatever means, and includes, without derogating from the aforegoing, all information specifically related to the business of either Party which is not readily available to a competitor of either Party in the ordinary course of business. But does not include any information to the extent that, at the time of it’s disclosure, such information was lawfully in the public domain

6.1

Third Party Providers: We refer to any third party providing a third-party product as a provider. A provider and is independent of us. Depending on your location and account type, we may make other products and services available by a provider. Products and or services offered by third parties may have additional terms that apply to the use of such services which we will notify you of.

6.2

Use of Third Party Products: The use of third party services is always optional and may be free or may be subject to you agreeing to the providers fees and charges applicable to the selected service which are in addition to any subscription fees that you may have already signed up for with Unifii.

6.3

Third-party Terms: The use of any third-party products are subject to terms and conditions and privacy notices set by that provider. These may include how the provider will use your data that you make available to them. Please read and ensure you agree to their terms and conditions which will be made available to you if you choose to make use of or access that third-party product or service.

6.4

Third Party Information: The descriptions of third-party products that we publish, and any associated links, have been provided to us by the providers. While we make reasonable efforts to check the accuracy of the descriptions, the providers are solely responsible for any representations contained in those descriptions. We don’t endorse or assume any responsibility for third-party products.

6.5

Use of your data to connect you to third party products: If you choose to connect your account to third-party products or activate a third party product or service, we may use your personal data for that connection. Where we receive data as a result of that connection, we will use that data in line with these terms.

6.6

Payments to Unifii: Unifii may receive fees from some third-party providers.

7.1

Terminating your Account: You are able to terminate your account at any time and to terminate your paid subscription by providing the number of month’s written notice as set out in your subscription form. We may terminate your subscription as well by giving notice as is required of us as set out in your subscription form.

7.2

7.3

Subscription period: Your subscription continues for the period stated in your order form and is covered by the subscription fee paid or payable. At the end of each billing period, these terms automatically continue for a further period of the same duration as the previous one, provided you continue to pay the subscription fee in accordance with the subscription form and pricing plan.

7.4

No refunds: No refund is due to you if you terminate your subscription or Unifii terminates it in accordance with these terms unless specifically stated otherwise in your subscription form.

7.5

Retention of your data: Once a subscription is terminated by you or us, it is archived, and the data submitted or created by you is no longer available to you. We retain it for a period of time consistent with our data retention policy, during which, as a subscriber, you can reactivate your subscription and once again access your data by paying the subscription fees.

8.1

Availability: We strive to maintain the availability of our services and provide online support during business hours. On occasion, we need to perform maintenance on our services, and this may require a period of downtime. We try to minimise any such downtime. Where planned maintenance is being undertaken, we’ll attempt to notify you in advance but can’t guarantee it. You may experience occasional temporary access issues during periods where we are performing routine maintenance.

8.2

Data loss: Data loss is an unavoidable risk when using any technology. You’re responsible for maintaining copies of your data entered into our services. Whatever the cause of any downtime, access issues or data loss, your only recourse is to discontinue using our services.

8.3

Modifications: We frequently release new updates, modifications and enhancements to our services, and in some cases discontinue features. Where this occurs, we’ll endeavour to notify you where practical (for example, by email, on our blog, or within our services when you log in.

9.1

You agree to indemnify us (including our respective affiliates, officers, directors, employees, contractors and assigns) harmless from and against any loss, claim, liability, damage, action or cause of action (including reasonable attorneys' fees) arising out of any claim relating to or out of the use of the service or any third party product or service, or from any breach of your representations, warranties or obligations set forth in these terms of service.

10.1

Our services and all third-party products are made available to you on an “as is” basis. Unifii, (including its respective affiliates, officers, directors, employees, contractors and assigns) makes no representations or warranties, express or implied, that the services provided by Unifii will be uninterrupted, timely, secure, virus-free or error-free, and you agree that Unifii will not be liable for the consequences of any interruptions, errors or fitness for a particular purpose.

10.2

11.1

Please take note of these important additional terms:

11.2

No professional advice: Unifii isn’t a professional services firm of any sort, and isn’t in the business of giving any kind of professional advice. We may provide you with information we think might be useful, but this should not be seen as a substitute for professional advice and we aren’t liable for your use of the information in that way.

11.3

Events outside our control: We do our best to ensure that those circumstances under our control are managed in a commercially reasonable manner. We aren’t liable to you for any failure or delay in performance of any of our obligations under these terms arising out of any event or circumstance beyond our reasonable control.

11.4

Notices: Any notice you send to Unifii must be sent to legalnotices@Unifii.solar. Any notices we send to you will be sent to the email address you’ve provided us through your subscription.

11.5

Consumer laws: In some locations there may be non-excludable warranties, guarantees or other rights provided by law (non-excludable consumer guarantees). They still apply – these terms do not exclude, restrict or modify them. Except for non-excludable consumer guarantees and other rights you have that we cannot exclude, we’re bound only by the express promises made in these terms. Our liability for breach of a non-excludable consumer guarantee is limited, at our option, to either replacing or paying the cost of replacing the relevant service (unless the non-excludable consumer guarantee says otherwise).

11.6

Suspending or blocking access, disabling your subscription: Unless agreed otherwise with you in your subscription form, we may block your access, terminate your subscription, or refuse to process a payment if we reasonably believe there’s a risk, including a potential breach of a law or regulation, associated with you, your company, your subscription, or a payment. We may take any of these actions without notice.

11.7

Relationship between the parties: Nothing in these terms is to be construed as constituting a partnership, joint venture, employment or agency relationship between you and us, or between you and any other subscriber or user. You’re solely responsible for resolving disputes between you and any other subscriber or user that makes use of our services.

11.8

Changes to these terms: We may update or change these terms of use. Changes won’t apply retrospectively and, if we make changes, we’ll make every effort to notify you of such changes. When we notify you, we’ll do it by email or by posting a visible notice through our services. If a change isn’t material, we may not notify you. If you find a modified term unacceptable, you may terminate your subscription by giving the standard advance notice to Unifii.

11.9

Enforcement of terms: If there’s any part of these terms that either one of us is unable to enforce, we’ll ignore that part but everything else will remain enforceable.

11.10

Interpretation:: Words like ‘include’ and ‘including’ are not words of limitation and where anything is within our discretion it is intended to be in our sole discretion.

11.11

All terms and provisions of this Agreement, including any and all amendments hereto, which by their nature are intended to survive any termination or expiration of this Agreement, shall so survive.

12.1

In the event of a dispute or difference relating to or arising out of this Agreement, the parties shall forthwith meet to attempt to settle such dispute or difference and failing such settlement shall refer the matter to arbitration and final decision of a single arbitrator. Arbitration shall be based in Johannesburg, South Africa. The parties agree to accept the Arbitrator’s award as final and binding upon them.

13.1

We both agree that these terms of service will be construed and enforced in accordance with the Laws of the Republic of South Africa and without regard to any conflict of law provisions.

14.1

You are required to provide all logos and markings to accompany your services to clearly indicate to a user that the product is offered by you. You are also responsible for providing all product disclaimers, indicative quotations and agreement templates it wishes to have available to Users.

14.2

You agree to grant Unifii, a non-exclusive, royalty-free, license to make your services or product available through Unifii in accordance with the product requirements agreed with Uniffii.

15.1

In accordance with the terms agreed with Unifii will make the product available on your account all users that you provide such access to and agrees to display pricing and other information pertaining to your services. Unifii agrees to use commercially reasonable efforts to ensure the services always displays accurate error-free information (in the agreed format) pertaining to the services as provided by you.

15.2

We agree to update information accessible via the services from time to time at your request, and if manual updates are required by us, within five (5) working days of such request being provided to us.

16.1

be solely responsible for providing adequate support to users which make use of your services. Unifii is in no way responsible for supporting your service. You agree to use commercially reasonable efforts to provide chat, email and/or telephone support to users with respect to access and use of your services.

16.2

be responsible for the accuracy of information provided to Unifii relating to your services;

16.3

be solely responsible for the adequate maintenance and uptime of all systems required for you to meet a user request for service.

16.4

always represent yourself as a separate entity from Unifii when providing a user service for the services accessible through Unifii.

16.5

maintain an email address to which Unifii may direct support inquiries from users with respect to your services.

16.6

respond to all service requests within a timely manner, and if applicable in accordance with any service level agreement entered into between Unifii and you.

16.7

be responsible for ensuring that your services complies with these terms of service, all applicable laws, including terms and conditions applicable for, creation or operation of the services as may be agreed from time to time between us.

16.8

To solely be responsible for informing users of the terms of your service (“End User Agreement”). You acknowledge that Unifii does not and will not have any responsibility or liability related to compliance or non-compliance by you or any user with respect to the End User Agreement.

16.9

Unifii will have no responsibility or liability for any recalls of products or services sold or accessed through Unifii. If products are subject to a recall, the provider is responsible for all matters, costs and expenses associated with such recall, including without limitation, notices and refunds to users.

17.1

18.1

Once Unifii has received a request for your service (an “Order”) and notifies you of the Order, you will, at your own expense, be solely responsible for, and bear all liability for, processing and updating all relevant information required to process that Order, including providing accurate pricing updates and communicating any changes in the status of all applicable Orders and including without limitation, any ad hoc user service requests in accordance with the terms of your services and in accordance with the extent and scope of the agreed product workflow for such information between Unifii and you as provider.

18.2

Non-exclusive: Unifii may create or list features, other listings, content, products or services that may be similar to or compete with your services and nothing in these terms of service will be construed as restricting or preventing Unifii from doing so. Unifii maintains sole discretion to determine all features and operations on Unifii. You acknowledge that Unifii has no obligation to promote, distribute or list any services, or to continue to do so unless it has expressly agreed to do so in a Supplemental Product Agreement.

18.3

Unifii may, in its sole discretion, stop any transaction, remove any services or take other actions as needed to restrict access to or availability of any services that otherwise might adversely affect other users or which may be in contravention of these terms of service.