LEXFLOW MASTER SERVICE AGREEMENT (SAAS)

BETWEEN:

LEXFLOW (PTY) LTD ("The Provider")

AND:

The subscribing law firm or legal practice that accepts this agreement through the LexFlow online signup flow ("The Client").

1. ONLINE ACCEPTANCE (CLICKWRAP)

This Agreement is concluded electronically. By selecting the acceptance checkbox on LexFlow's signup page and completing registration, the Client confirms it has read, understood, and agrees to be bound by this Agreement.

The acceptance timestamp, accepted version, selected plan, and accepting account are recorded by LexFlow for audit purposes.

2. SUBSCRIPTION OPTIONS & PRICING

The Client selects a subscription tier during online signup:

• Commencement Date: the date and time of online acceptance and account activation.
• Payment Terms: Fees are payable in advance per the chosen plan terms and billing cycle.
• Pricing Alignment: where the public pricing page is updated, the then-current online pricing at acceptance applies.

3. DURATION (MONTH-TO-MONTH)

This Agreement is a month-to-month contract. Either party may terminate this Agreement by providing 30 (thirty) days' written notice to the other party.

4. THE SERVICE & LIMITATIONS

3.1 SaaS Delivery:

LexFlow is a Software-as-a-Service (SaaS) platform. Access is provided via the internet.

3.2 Internet Dependency:

The Client acknowledges that the performance and speed of the Service are strictly dependent on the Client's own internet service provider (ISP) and mobile data connection. The Provider is not responsible for downtime caused by local connectivity issues.

3.3 Maintenance:

The Provider may occasionally perform scheduled maintenance. The Client will be notified 24 hours in advance.

5. DATA PRIVACY (POPIA COMPLIANCE)

The Provider acts as an "Operator" as defined in the Protection of Personal Information Act (POPIA).

4.1 Data Ownership:

The Client remains the "Responsible Party" and owner of all legal data uploaded.

4.2 Security:

The Provider agrees to implement industry-standard technical and organizational measures to secure Client data.

4.3 Sub-processors:

The Client consents to the Provider using third-party hosting services (e.g., AWS/Vercel) provided they maintain equivalent security standards.

6. ADDITIONAL FEATURES & CUSTOMIZATION

The Client may request additional features or bespoke modules.

5.1 Scoping:

Any such request will be scoped separately.

5.2 Cost:

The cost for additional features will be discussed and agreed upon in writing via a separate Statement of Work (SOW) before development begins.

7. LIMITATION OF LIABILITY

6.1 Legal Accuracy:

While LexFlow provides tools for legal admin (e.g., LOD generators, FICA intake), the Client remains solely responsible for the legal validity, accuracy, and compliance of all documents generated.

6.2 Indirect Damages:

The Provider shall not be liable for any indirect, incidental, or consequential damages (including loss of fees or billable time) arising from the use or inability to use the system.

6.3 Cap:

Total liability of the Provider is limited to the total fees paid by the Client in the 3 months preceding the claim.

8. GENERAL

7.1 Jurisdiction:

This agreement is governed by the laws of the Republic of South Africa.

7.2 Non-Solicitation:

The Client agrees not to solicit or hire any employees of LexFlow during the term of this agreement and for 12 months thereafter.

9. FICA COMPLIANCE & INDEMNITY

8.1 Facilitation Only:

LexFlow provides digital tools to assist in the collection of FICA (Financial Intelligence Centre Act) documentation.

8.2 Verification:

The Client acknowledges that LexFlow does not verify the authenticity of uploaded documents.

8.3 Accountable Institution:

The Client remains the "Accountable Institution" as defined by the FIC Act and holds LexFlow harmless against any regulatory fines resulting from the Client's failure to properly vet their own customers.

10. DATA PORTABILITY & EXIT STRATEGY

9.1 Access on Termination:

Upon the 30-day notice period ending, LexFlow shall provide the Client with a secure link to download a structured export (CSV or JSON) of all Client Data.

9.2 Retention:

Following the export, LexFlow will retain the data for a further 30 days before permanent deletion, unless a longer period is required by South African law.

11. INTELLECTUAL PROPERTY & ANTI-REVERSE ENGINEERING

10.1 Ownership:

All code, logic, and design elements of LexFlow remain the exclusive property of LexFlow (Pty) Ltd.

10.2 Restrictions:

The Client (and its employees/agents) shall not attempt to decompile, reverse-engineer, or "scrape" the Service to build a competing product or derivative work. Breach of this clause results in immediate termination and a claim for liquidated damages.

12. TRAINING & ONBOARDING

11.1 Complimentary Onboarding:

Upon activation of the Service, LexFlow shall provide a single, remote onboarding session (up to 90 minutes) for the Client's staff at no additional cost.

11.2 Additional Training:

Any training requested by the Client after the initial onboarding session—including training for new staff members or advanced feature workshops—will be subject to a training fee of R_________________ per hour.

11.3 Self-Service Support:

The Client will have 24/7 access to the digital "LexFlow Knowledge Base" and video tutorials at no additional cost.

This Agreement is concluded electronically and is enforceable without wet-ink signatures. The Client's online acceptance record is maintained in LexFlow audit logs.