Terms and Conditions

Introduction

1.1. The Terms herein are entered into by and between Clause and Co Legal Consulting (Pty) Ltd (bearing registration number: 2025/262049/07) (hereinafter referred to as “Clause & Co.”, “we”, “our” or “us”) and the Client. Any reference to “Clause & Co.”, “we”, “our” or “us”, shall include our employees, officers, directors, representatives, agents, shareholders, affiliates, subsidiaries, holding companies, related entities, advisers, sub-contractors, service providers and suppliers.

1.2. These terms, including any document incorporated by reference herein, including, but not limited to the Privacy Policy (collectively, the “Terms”) apply to any Client who purchases any one or more of the Services, accesses, refers to, views and/or downloads any information or material made available by Clause & Co. for whatever purpose (hereinafter referred to as “Client”, “you” or “your”).

2. Terminology

2.1. “Business Days”

“Business Days” shall mean any days which are not a Saturday, Sunday or gazetted public holiday in the Republic of South Africa during working hours.

2.2. “Catalogue”

“Catalogue” shall mean the Services and Fees as made available to a Client for purchase and which shall include, inter alia, goods and/or services relating to the following: intellectual property, compliance, commercial agreements and other basic legal services, as set out in Clause 4.

2.3. “Client”

“Client” shall mean any person who completes a Transaction by purchasing any one or more of the Services contained in the Catalogue, as amended from time to time.

2.4. “Party” or “Parties”

“Party” or “Parties” shall mean Clause & Co and/or the Client as the context implies.

2.5. “Personal Information”

“Personal Information” shall mean the Personal Information as required from the Client for the provision of the Services.

2.6. “Services”

“Services” shall refer to the Services provided by Clause & Co. to the Client in the Catalogue, as amended from time to time.

2.7. “Terms”

“Terms” shall mean these Terms of Service as read together with the Privacy Policy, which Privacy Policy may be found on our website and social media channels.

2.8. “Transaction”

“Transaction” shall mean the payment made by a Client for the provision of Services, which payment must be made before such Services are provided by us to the Client.

2.9. “User”

“User” shall mean any person who accesses, refers to, views and/or downloads any information made available by Clause & Co. for whatever purpose and on whatever platform, including but not limited to the Clause & Co. website, social media pages and emails and who has no intention of purchasing, or does not purchase, the Services offered in the Catalogue, as amended from time to time.

2.10. Interchangeable terminology

Any use of the above terminology or other words in the singular, plural, capitalisation and/or he/she or they, are taken as interchangeable and therefore as referring to the same.

3. Agreement to these Terms

3.1. These Terms are deemed to be accepted by a Client upon conclusion of a Transaction.

3.2. Subject to, and on the basis of a User's acceptance of these Terms, Clause & Co. grants a User a limited, revocable at our instance, non-transferable license to access, refer to, view and/or download any information made available by Clause & Co., which information was made available for whatever purpose and on whatever platform, including but not limited to the Clause & Co. website, social media pages and emails in accordance with the various policies and agreements which may govern such use and access.

4. Catalogue

4.1. The Catalogue, as amended from time to time, contains the Services made available to a Client for purchase.

4.2. The Services contained in the Catalogue, as amended from time to time, include, inter alia, goods and/or services relating to the following: intellectual property, compliance, commercial agreements and other basic legal services, which basic legal services does not constitute “legal services” as referred to in Section 33 of Act 28 of 2014.

4.3. The Catalogue, as amended from time to time provides for pricing estimates for the Services and/or collections of Services listed.

4.4. The pricing estimates for the Services and/or collection of Services, as listed in the Catalogue, as amended from time to time, are subject to increase after the Client has requested the respective Services and/or collection of Services and provided their specific needs.

5. Purchase of Services

5.1. The purchase of all Services listed in the Catalogue, as amended from time to time, is subject to a Transaction being completed by a Client.

5.2. In order to complete a Transaction, a Client must first request a quotation for the Service they wish to purchase by either completing the form on the Clause & Co. website, sending a DM on the Clause & Co. social media pages and/or directly requesting a quotation from the Clause & Co. email address, which quotation will only remain valid for 7 calendar days from the date of issuing.

5.3. The provisions pertaining to the processing of the Personal Information of all Clients are set out more fully in the Clause & Co. Privacy Policy.

5.4. The Services, as quoted to the Client for purchase, together with the individual price thereof shall be reflected thereon, which price shall be exclusive of VAT to the extent that we are registered for VAT.

5.5. Upon receipt of payment from the Client by Clause & Co., the Transaction will be deemed to be completed and the Client will receive an invoice confirming receipt of payment.

6. Payment

6.1. Payment for Services may only be made by Electronic Funds Transfer (“EFT”) or Bank Transfer to the bank account which details will be listed on the quotation provided to the Client.

6.2. The Transaction will only be deemed to be completed once payment has been received by Clause & Co., which receipt will be confirmed upon the issuance of an invoice to the Client.

6.3. In certain instances, and at the sole discretion of Clause & Co., part payment of Services will be accepted. Unless otherwise specifically agreed by Clause & Co., such payment will be a deposit paid prior to commencement of the quoted Services, with the remainder to be paid within 5 calendar days of delivery of the Services.

7. Delivery of Services

7.1. The Services shall be delivered by email to the Client within the time period specified in the quotation.

7.2. The obligation of Clause & Co. to provide the Services to the Client is fulfilled upon delivery thereof. Clause & Co. will not be held responsible for any loss or unauthorised use of the Services after provision thereof to you.

8. Warranties of the Client

8.1. The Client warrants and represents that the Personal Information provided to Clause & Co. is and shall remain accurate, true and correct and that the Client will update the Personal Information held by Clause & Co. to reflect any changes as soon as possible.

8.2. The Client further warrants that when requesting a quotation that he/she/they/it is not impersonating any person; and is not violating any applicable law regarding use of personal or identification information.

8.3. The Client agrees that, once Clause & Co. has provided a quotation at the Client's special instance and request, the Client will be liable for payment of the amount set out in the quotation within 7 days from the date thereof.

8.4. The Client agrees that Clause & Co. cannot be held liable for any failure to adhere to the time period specified for delivery in the quotation, should the Client fail to make payment of the amount set out in the quotation within 7 days from the date thereof.

9. Warranties by Clause & Co.

9.1. Clause & Co. makes no representations or warranty (express or implied) that the Services, as advertised or delivered, will:

9.1.1. meet the Client's needs;

9.1.2. be accessible at all times;

9.1.3. be accurate, complete or current; and/or

9.1.4. be free from viruses.

9.2. Except for any express warranties in these Terms, the Services are provided “as is”. Clause & Co. makes no other warranties, express or implied, statutory or otherwise, including but not limited to warranties of merchantability, title, fitness for a particular purpose or non-infringement. Clause & Co. does not provide any warranties against viruses, spyware or malware that may be installed on the User's and/or Client's device as a result of the User and/or Client accessing any information made available by Clause & Co., which information was made available for whatever purpose and on whatever platform, including but not limited to the Clause & Co. website, social media pages and emails.

10. General disclaimers

10.5. Clause and Co. shall not be liable for delays, interruptions, service failures or other problems inherent in use of the internet and electronic communications or other systems outside the reasonable control of Clause and Co. While the Client may have statutory rights, the duration of any such statutorily warranties, will be limited to the shortest period to the extent permitted by required law.

10.6. Clause and Co. does not hold itself out to be a “legal practitioner”, “attorney” and/or “advocate”, as defined in Act 28 of 2014 and the Services contained in the Catalogue, as amended from time to time, do not constitute “legal services” as referred to in Section 33 of Act 28 of 2014.

10.7. Notwithstanding anything to the contrary contained in these Terms, the Services contained in the Catalogue, as amended from time to time; together with any information which was made available by Clause & Co. for whatever purpose and on whatever platform, including but not limited to the Clause & Co. website, social media pages and emails; are not, nor should they be construed as constituting legal advice nor the provision of “legal services” as referred to in Section 33 of Act 28 of 2014.

11. Limitation of Liability and Indemnity

11.1. All Services that are purchased by the Client, are deemed to be purchased at the Client's sole risk.

11.2. Clause and Co. is not responsible for, and the Client agrees that Clause and Co. will have no liability in relation to any consequential damages that may be suffered by the Client, by virtue of the Client's use of any information which was made available by Clause & Co. for whatever purpose and on whatever platform, including but not limited to the Clause & Co. website, social media pages and emails.

11.3. Clause and Co. does not guarantee or warrant that any Service purchased by the Client will be fit for the purpose for which it was purchased.

11.4. The Client indemnifies Clause & Co. from and against any claim, loss, damage, cost or expense that may be suffered or incurred as a result of or in connection with the purchase of any of the Services offered in the Catalogue, as amended from time to time.

11.5. To the maximum extent permitted by law, Clause & Co. excludes all implied representations and warranties which, but for these terms, might apply in relation to the Client's purchase of any Services.

11.6. Notwithstanding anything to the contrary in these terms, in no circumstances will Clause & Co. be liable for any indirect, punitive or consequential loss or damages, loss of income, profits, goodwill, data, contracts, use of money or any loss or damages arising from or in any way connected to the Services provided to the Client, of any type, whether in delict, contract or otherwise.

12. Copyright

12.1. Any information which was made available by Clause & Co. for whatever purpose and on whatever platform, including but not limited to the Clause & Co. website, social media pages and emails, and are protected by South African and international copyright laws. Furthermore, the compilation (meaning the collection, arrangement, and assembly) of all content on the website, social media pages and emails and/or the Services, is the property of Clause & Co., unless credit is attributed to the author thereof, and is, likewise, protected by South African and international copyright laws.

12.2. Except as stated in these Terms, none of the content on the website, social media pages and emails and/or the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, except as permitted by the fair use privilege under the South African copyright laws or without prior written permission from Clause & Co., which should such consent be provided, Clause & Co. reserves its right to withdraw such consent at any stage, in its sole and absolute discretion.

13. Breach

13.1. If either Party commits a breach of the Terms and fails to remedy such breach within 7 (seven) days of receipt of written notice requiring the breach to be remedied, then the Party giving notice shall be entitled, at its option, either to cancel the Terms and claim damages or alternatively to claim specific performance of all the defaulting Party's obligations, together with damages, if any, whether or not such obligations have fallen due for performance.

14. General

14.1. To the extent permitted by law, these Terms shall be governed by and be construed in accordance with South African law, and any dispute arising out of these Terms shall be submitted to the competent South African courts having the requisite jurisdiction to hear the matter.

14.2. If any of these Terms are deemed invalid or unenforceable for any reason (including, but not limited to the exclusions and limitations set out above), then the invalid or unenforceable provision will be severed from these Terms and the remaining terms will continue to apply. Failure by Clause & Co. to enforce any of the provisions set out in these Terms and/or any other agreement, or failure to exercise any option to terminate, shall not be construed as a waiver of such provisions and shall not affect the validity of these Terms or of any agreement or any part thereof, or the right thereafter to enforce each and every provision.

15. Domicilium Citandi Et Executandi

15.1. The Client and Clause & Co choose as their respective domicilium citandi et executandi for the purpose of legal proceedings and for the purpose of giving or sending any notice provided for or necessary of these Terms, the following:

15.1.1. Clause and Co Legal Consulting (Pty) Ltd: hello@clauseandco.co.za.

15.1.2. The Client: the email address provided to Clause & Co. when requesting a quotation.

15.2. Both the Client and Clause & Co. may change its domicilium to any other physical address or email address by written notice to the other to that effect. Such change of address will be effective 2 calendar days after receipt of notice of change of domicilium.

15.3. All notices to be given in terms of these Terms will:

15.3.1. be given in writing;

15.3.2. be delivered or sent by email; and

15.3.3. be presumed to have been received on the date of delivery.