DigiGov Terms & Conditions of Use

1. Introduction and Acceptance

1.1 These Terms and Conditions ("Terms") govern access to and use of the DigiGov system, software platform, website interfaces, applications and related services made available through digimanage.co.za and any associated websites, applications or services (collectively, the "Platform").

DigiGov is a software and digital governance system owned and operated by the sole proprietor trading as DigiManage ("DigiManage", "we", "us" or "our").

DigiManage is the operator and service provider of the DigiGov Platform. References in these Terms to DigiManage include the proprietor trading as DigiManage and, where applicable, the DigiGov Platform and its associated services.

1.2 "You" or "User" means any person who accesses or uses the Platform, including a managing agent, trustee or director of a body corporate or homeowners' association, or an owner or member of a community scheme.

1.3 By registering for an account, logging into the Platform or otherwise using the Platform, you agree to be bound by these Terms. If you do not agree to these Terms, you must not use the Platform.

Where you use the Platform on behalf of a managing agency, body corporate, homeowners' association or other entity, you confirm that you have the necessary authority to accept these Terms on that entity's behalf. In such circumstances, references to "you" include that entity.

1.4 These Terms may be supplemented by a separate agreement entered into between DigiManage and a managing agency, body corporate, homeowners' association or other subscribing entity ("Subscription Agreement").

Where a Subscription Agreement expressly addresses a commercial matter such as fees, subscription periods or agreed service levels, the Subscription Agreement will prevail in respect of that matter. These Terms will otherwise continue to apply.

DigiManage may publish a separate Privacy Policy from time to time. Where published, the Privacy Policy will form part of these Terms and will govern DigiManage's processing of personal information as described in that policy.

2. What DigiGov Is — and What It Is Not

2.1 DigiGov is an administrative support and record-keeping platform designed to assist community schemes and their managing agents, trustees and owners with the organisation and management of information and administrative activities, including meetings, agendas, minutes, resolutions, voting records, maintenance requests, documents, financial records and communications.

2.2 DigiManage is not a law firm, managing agent, auditor, accountant, tax adviser or other professional adviser. DigiManage does not provide legal, tax, financial or other professional advice and does not make legally binding determinations on behalf of any community scheme.

Information displayed or generated by the Platform, including calculations, reminders, status indicators, alerts and compliance flags, is provided for administrative assistance only and does not constitute legal advice, a legal opinion or a guarantee of compliance.

2.3 Any figures or information displayed by the Platform relating to quorum, voting thresholds, meeting notice periods, AGM dates, compliance deadlines or similar matters may be based on information supplied by Users and/or simplified assumptions.

For example, where a scheme's actual participation quota information has not been captured, calculations may be based on the number of units or members rather than the actual participation quota applicable to each unit.

Such information is provided as an administrative aid only and must not be relied upon as a substitute for a proper assessment of the scheme's applicable legislation, registered rules, participation quotas and other governing documents.

2.4 The Platform records information entered or submitted by Users, including meeting minutes, attendance registers and resolution outcomes. DigiManage does not independently verify that a meeting was properly convened, that a quorum was achieved, that a resolution was validly passed or that minutes accurately record what occurred.

Users remain responsible for reviewing and correcting information recorded on the Platform before relying upon it. DigiManage does not guarantee that inconsistencies or errors in information entered by Users will be detected.

3. Your Responsibility for Legal Compliance

3.1 Users remain responsible for ensuring that the meetings, resolutions, notices, levies, records, governance and other activities of their community scheme comply with all applicable laws, regulations and governing documents.

Depending on the nature of the scheme, this may include:

• the Sectional Titles Schemes Management Act 8 of 2011 and applicable prescribed management and conduct rules;
• the Sectional Titles Act 95 of 1986;
• the Community Schemes Ombud Service Act 9 of 2011 and applicable CSOS requirements;
• the scheme's registered management rules, conduct rules, constitution or other governing documents;
• the Protection of Personal Information Act 4 of 2013 ("POPIA"); and
• any other legislation, regulations or rules applicable to the relevant property, community scheme or managing agency.

3.2 You should independently verify, or obtain verification from an appropriately qualified professional, any information that is time-sensitive, financially significant or legally consequential before relying upon it.

This includes, without limitation, matters relating to quorum, voting thresholds, validity of resolutions, meeting notice periods, levies, special levies, financial records, compliance deadlines and the interpretation of scheme rules or legislation.

3.3 DigiManage may provide configurable defaults, reminders, thresholds and other administrative settings based on general information about applicable legislation or common administrative practices.

These settings are provided as a convenience only. Laws, regulations, prescribed rules and interpretations may change and may differ depending on the circumstances of a particular scheme.

Users are responsible for ensuring that the settings and information used for their scheme are appropriate and up to date.

4. Accounts, Roles, Permissions and Access

4.1 The Platform may provide access to different categories of Users, including managing agents, trustees, directors, owners, members, employees and authorised staff of managing agencies, contractors and other persons authorised by the relevant community scheme or managing agent.

4.2 Access to the Platform and the functionality available to a User may differ according to the User's role, authority, subscription, access level, permissions and other configuration settings determined by DigiManage and/or the authorised administrator of the relevant community scheme.

4.3 DigiManage may provide different levels of access and functionality to different Users. For example, a managing agent or authorised staff member may have administrative access, while trustees, directors, owners or other Users may have more limited access appropriate to their role.

4.4 The managing agent, body corporate, homeowners' association or other authorised scheme administrator is responsible for determining which persons should be given access to the relevant scheme and what level of access is appropriate, subject to the functionality and access levels made available by DigiManage.

4.5 DigiManage is not responsible for a decision by a managing agent, body corporate, homeowners' association or other authorised administrator to grant, restrict or remove access from a particular User, provided that DigiManage has implemented the relevant access settings in accordance with the information or instructions provided to it.

4.6 Access to the Platform does not give a User authority to act on behalf of a community scheme beyond the authority granted to that User by the relevant body corporate, homeowners' association, managing agent or other lawful authority.

4.7 Users remain responsible for ensuring that they use the Platform only within the authority granted to them and that information they enter, amend, upload, approve or otherwise process is accurate and appropriate.

4.8 Where an employee, staff member or other representative of a managing agency is granted access, that access is granted for the purposes authorised by the relevant managing agency. The managing agency remains responsible for managing its Users and ensuring that access is removed or amended when a person leaves its employment, changes responsibilities or otherwise no longer requires access.

4.9 A User's access may be suspended, restricted, amended or removed where the User no longer has the relevant authority, where the applicable subscription or account is suspended or terminated, where security or operational concerns arise, or where otherwise reasonably necessary for the operation or protection of the Platform.

4.10 DigiManage may determine, modify or introduce access levels, permissions, roles and security controls from time to time as part of the development, maintenance and security of the Platform.

4.11 DigiManage does not guarantee that every User, role, access level or functionality requested by a customer will be made available. DigiManage may, at its sole discretion, determine whether a requested feature, permission, workflow or access arrangement is suitable for inclusion in the Platform.

4.12 Where a User, managing agent, body corporate, homeowners' association or other customer requests or uses a functionality, setting, workflow or configuration that is inconsistent with the applicable legislation, regulations, prescribed rules, registered rules, constitution, governance requirements or other applicable requirements of the relevant community scheme, DigiManage does not accept responsibility for the consequences of that request, configuration or use.

4.13 Users and subscribing entities remain responsible for determining whether the manner in which they configure, access and use the Platform is appropriate for their particular community scheme and complies with all applicable laws, regulations and governing documents.

4.14 DigiManage may refuse to implement, modify or maintain a requested functionality, configuration or workflow where DigiManage reasonably considers that it may create a legal, regulatory, security, technical or operational risk, or where the requested functionality is inconsistent with the intended purpose or architecture of the Platform.

5. Acceptable Use

5.1 You may use the Platform only for lawful purposes connected with the administration and management of a community scheme or other authorised purpose for which access has been provided.

You must not:

• upload or submit information that you know to be false, misleading, fraudulent or defamatory;
• create, alter or submit records in a manner intended to falsely represent what occurred;
• access or attempt to access information, accounts or areas of the Platform for which you do not have permission;
• use the Platform to harass, threaten, intimidate or unlawfully discriminate against another person;
• upload or process personal information belonging to another person unless reasonably necessary for an authorised purpose and permitted by applicable law;
• interfere with the operation or security of the Platform;
• attempt to gain unauthorised access to the Platform, its systems or another User's account;
• reverse-engineer, decompile or otherwise attempt to derive the source code or underlying structure of the Platform, except to the extent expressly permitted by applicable law; or
• use the Platform for any unlawful or fraudulent purpose.

6. Data Protection and Privacy

6.1 DigiManage may process personal information, including names, contact details, unit information, correspondence, meeting records and voting information, in connection with providing the Platform.

Where DigiManage processes personal information on behalf of a managing agent, body corporate, homeowners' association or other responsible party and in accordance with that party's instructions, DigiManage will act as an operator for purposes of POPIA.

Where DigiManage independently determines the purpose and means of processing personal information for its own legitimate business purposes, including account administration, billing, security or other purposes for which DigiManage is responsible, DigiManage may act as the responsible party for that processing.

6.2 The relevant managing agent, body corporate, homeowners' association or other responsible party remains responsible for ensuring that personal information supplied to DigiManage is processed lawfully and that appropriate permissions, notices and lawful bases exist where required by POPIA.

Users must not upload personal information to the Platform unless they are authorised to do so and have a lawful basis for doing so.

6.3 DigiManage will provide further information regarding its processing of personal information in its Privacy Policy when published. Until then, DigiManage will process personal information in accordance with applicable South African data-protection legislation, including POPIA.

7. Availability, Support, Updates and Changes to the Platform

7.1 DigiManage will use reasonable efforts to keep the Platform available and to provide reasonable technical and operational support.

However, the Platform is provided on an "as is" and "as available" basis. DigiManage does not guarantee that the Platform will always be uninterrupted, error-free, secure or available at all times.

The Platform may be temporarily unavailable due to maintenance, upgrades, technical problems, security measures, third-party services, telecommunications failures, hosting issues or circumstances beyond DigiManage's reasonable control.

Where reasonably practicable, DigiManage will provide notice of planned maintenance or significant interruptions.

7.2 DigiManage is continuously developing and improving the Platform. DigiManage may, at its own discretion, introduce, develop, modify, improve, replace, suspend or remove features, functionality, interfaces, workflows, modules, access levels, security measures, integrations or other aspects of the Platform from time to time.

Such updates and improvements may be made to improve functionality, performance, security, reliability, usability, compatibility, compliance, infrastructure or the overall operation of the Platform.

7.3 DigiManage is not required to implement every feature, functionality or improvement requested by a User, managing agent, body corporate, homeowners' association or other customer. DigiManage will determine, at its own discretion, which requested features or functionality are suitable for development and inclusion in the Platform.

7.4 A request by a User or customer for a particular functionality, workflow, calculation, access level or configuration does not constitute a representation or guarantee by DigiManage that the requested functionality is legally appropriate for the relevant community scheme.

Where a requested functionality is inconsistent with legislation, regulations, prescribed rules, registered rules, the constitution or governance requirements of a particular community scheme, DigiManage may decline the request, modify it, or provide it only where DigiManage considers that it can reasonably be implemented.

7.5 DigiManage does not provide legal, governance, accounting or regulatory approval merely by making a functionality, setting, calculation, workflow or configuration available on the Platform.

The availability of a particular function does not mean that its use is legally compliant or appropriate in every community scheme.

7.6 Users and subscribing entities remain responsible for determining whether the functionality and settings they use are appropriate for their particular circumstances and comply with applicable legislation, regulations, governing documents and scheme rules.

DigiManage will not be responsible for losses, claims, disputes or consequences arising solely from a User or customer choosing to use the Platform in a manner that is inconsistent with applicable laws, regulations, governing documents or the requirements of their particular community scheme.

7.7 DigiManage may make changes to the Platform without prior notice where reasonably necessary for security, fraud prevention, technical stability, legal compliance, infrastructure requirements or other operational reasons. Where a change is materially adverse to a paid service, DigiManage will provide reasonable notice where practicable.

7.8 Updates, improvements, modifications or changes to the Platform do not create an obligation on DigiManage to maintain any particular feature, design, workflow or functionality indefinitely.

7.9 DigiManage may introduce new functionality, modules or services that are included in an existing subscription, offered as an optional additional service, or made available under a different subscription or pricing structure.

7.10 DigiManage support is intended to assist Users with the operation and use of the Platform. Support does not constitute legal, accounting, tax, financial, governance or other professional advice.

7.11 DigiManage may use information regarding Platform usage, technical performance, errors and other operational information to maintain, secure, analyse and improve the Platform, subject to applicable data-protection legislation and the terms of the applicable Privacy Policy.

8. Fees

8.1 The fees payable for use of the Platform will be the fees set out in the quotation, subscription proposal, invoice, order, subscription page or other pricing communication provided by DigiManage to the relevant subscribing entity at or before the commencement of the applicable subscription ("Applicable Fees").

8.2 The Applicable Fees may differ between community schemes depending on the services selected, the size or number of units in the scheme, the subscription package, additional services or functionality selected, promotional arrangements or any other commercial terms agreed between DigiManage and the subscribing entity.

8.3 The Applicable Fees applicable to a particular subscription will remain applicable until DigiManage implements a change in pricing in accordance with these Terms or the applicable Subscription Agreement.

8.4 DigiManage reserves the right to change its pricing, subscription fees, registration fees, per-unit charges, additional service charges or other fees from time to time. Any revised pricing will apply from the date communicated by DigiManage and will be applicable to the relevant subscription from the effective date specified in the pricing notification, quotation, invoice, renewal or other communication.

8.5 Where a pricing change affects an existing subscription, DigiManage will provide reasonable notice of the revised fees before they become payable, where reasonably practicable.

8.6 Continued use of the Platform after the effective date of a notified pricing change constitutes acceptance of the revised Applicable Fees, subject to any rights that cannot lawfully be excluded.

8.7 Fees are payable in accordance with the payment terms set out in the applicable quotation, invoice, subscription arrangement or Subscription Agreement.

8.8 Unless otherwise agreed in writing or required by applicable law, fees paid to DigiManage are non-refundable.

8.9 DigiManage is currently not registered for VAT and therefore does not currently charge VAT on its fees. If DigiManage becomes registered for VAT or is otherwise legally required to charge VAT, the applicable VAT will be added to the relevant fees from the date required by law.

9. Intellectual Property

9.1 The DigiGov Platform, including its software, source code, functionality, architecture, database structure, design, interfaces, workflows, documentation, branding, trade names, logos and other intellectual property developed or provided by DigiManage in connection with DigiGov, is owned by or lawfully licensed to the proprietor trading as DigiManage and is protected by applicable intellectual property laws.

Nothing in these Terms transfers ownership of DigiGov, the DigiManage website, the underlying software, source code, technology, systems, functionality or other intellectual property to any User, managing agent, body corporate, homeowners' association or other customer.

Subject to these Terms, DigiManage grants authorised Users a limited, non-exclusive, non-transferable and revocable right to access and use DigiGov for its intended purpose for the period and under the subscription or access arrangements applicable to the relevant User or community scheme.

9.2 Ownership of DigiGov and Scheme Information

DigiManage retains ownership of DigiGov and all intellectual property, technology, software, functionality and systems forming part of or used to operate the DigiGov Platform.

Information and records relating to a community scheme, including but not limited to meeting minutes, agendas, attendance registers, resolutions, voting records, financial records, levy information, maintenance records, correspondence, notices, documents, photographs, reports and other records created, uploaded or maintained in connection with the administration of the community scheme ("Scheme Information"), remain the property of the relevant body corporate, homeowners' association or other lawful community scheme entity, as applicable.

The managing agent acts as the custodian and authorised administrator of the Scheme Information on behalf of the relevant community scheme. A managing agent, trustee, director, employee or other User does not acquire personal ownership of Scheme Information merely because that person or entity creates, uploads, enters, maintains, administers or has access to such information.

DigiManage does not acquire ownership of Scheme Information merely because it is stored, processed, transmitted, displayed or otherwise managed through DigiGov.

DigiManage may access, process, store, reproduce and display Scheme Information to the extent reasonably necessary to provide, maintain, secure and improve DigiGov, provide support, comply with legal obligations, protect its legitimate interests and otherwise perform its obligations under these Terms or an applicable Subscription Agreement.

DigiGov is intended to provide a centralised and continuing digital record of the community scheme. Accordingly, Scheme Information remains associated with the relevant community scheme when a managing agent, trustee, director, employee or other User ceases to act for or represent that community scheme.

The departure, replacement or removal of a managing agent, trustee, director, employee or other User does not entitle that person or entity to delete, remove, withhold, appropriate or otherwise take ownership of the community scheme's historical Scheme Information.

Where a managing agent is replaced, resigns or otherwise ceases to act for the community scheme, DigiManage may remove or amend that managing agent's access while retaining the Scheme Information for the benefit of the community scheme and its duly authorised successor representatives, subject to these Terms, the applicable Subscription Agreement and any amounts outstanding to DigiManage.

10. Limitation of Liability

10.1 To the maximum extent permitted by applicable law, DigiManage will not be liable for any loss or damage arising from or connected with:

• (a) reliance on calculations, reminders, alerts, compliance indicators or other information generated by the Platform;
• (b) decisions taken, resolutions passed, meetings conducted or actions or omissions by a community scheme, its trustees, directors, managing agent, owners or members;
• (c) inaccurate, incomplete, outdated or incorrect information entered or supplied by Users;
• (d) any failure by a User or scheme to comply with applicable legislation, regulations, rules or governing documents;
• (e) unauthorised access resulting from a User's failure to protect login credentials or account access; or
• (f) interruption, unavailability, malfunction, delay or error affecting the Platform, except to the extent that such liability cannot lawfully be excluded.

10.2 Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited under South African law, including liability arising from fraud, wilful misconduct or gross negligence, or any rights or liabilities that cannot lawfully be excluded or limited under the Consumer Protection Act 68 of 2008 ("CPA"), to the extent that the CPA applies.

10.3 Subject to clause 10.2 and to the maximum extent permitted by applicable law, DigiManage's total aggregate liability arising out of or in connection with these Terms, the Platform or the services provided by DigiManage, whether arising in contract, delict or otherwise, will be limited to the total fees actually paid by you, your agency or your community scheme to DigiManage during the one (1) month immediately preceding the event giving rise to the claim.

Where no fees were paid during that period, DigiManage's liability will be limited to the maximum extent permitted by applicable law, subject always to clause 10.2 and any rights or remedies that cannot lawfully be excluded or limited.

10.4 Nothing in this clause is intended to exclude or limit any right or remedy that cannot lawfully be excluded or limited under applicable law.

11. Indemnity

11.1 To the maximum extent permitted by law, you agree to indemnify and hold DigiManage harmless against claims, losses, liabilities, costs and reasonable expenses arising from:

• (a) your material breach of these Terms;
• (b) your unlawful use of the Platform;
• (c) your failure, or the failure of the community scheme you represent, to comply with applicable legislation or governing rules;
• (d) decisions, actions or omissions taken by you or your scheme in reliance upon information recorded on or generated by the Platform; or
• (e) Scheme Information or other information uploaded, submitted or entered by you, including claims relating to its accuracy, legality, ownership, authority or the right to provide such information to DigiManage.

11.2 This indemnity does not apply to the extent that the relevant loss or liability was caused by DigiManage's own conduct to an extent that cannot lawfully be excluded or indemnified.

12. Suspension and Termination

12.1 DigiManage may suspend or terminate access to the Platform where:

• (a) you materially breach these Terms;
• (b) DigiManage reasonably suspects unlawful, fraudulent or abusive use of the Platform;
• (c) continued access presents a security or operational risk;
• (d) applicable fees remain unpaid after the applicable payment period; or
• (e) the relevant Subscription Agreement expires or is terminated.

Where reasonably practicable, DigiManage will provide notice before suspension or termination, except where immediate action is reasonably necessary for security, legal or operational reasons.

12.2 You may stop using the Platform at any time. Termination or cessation of use does not affect any rights, obligations or amounts that accrued before termination.

12.3 Scheme Information Following Termination, Cancellation or Change of Managing Agent

Termination, cancellation, suspension or non-renewal of a subscription, or the replacement, resignation or removal of a managing agent, trustee, director or other authorised User, does not transfer ownership of the Scheme Information and does not automatically result in the deletion of the community scheme's historical records.

The Scheme Information remains the property of the relevant body corporate, homeowners' association or other lawful community scheme entity and remains associated with that community scheme on the DigiGov Platform.

Where a managing agent ceases to act for a community scheme, that managing agent's access to the Platform may be removed, suspended or restricted, but the Scheme Information belonging to the community scheme will not be removed merely because the managing agent's appointment has ended.

DigiManage is entitled to retain the Scheme Information following termination or cancellation for as long as reasonably necessary to protect the interests of the community scheme, maintain historical and audit records, comply with legal or regulatory obligations, resolve disputes, prevent fraud or misuse, enforce these Terms or an applicable Subscription Agreement, recover outstanding amounts, or for any other lawful purpose.

Where any fees, charges or other amounts are outstanding to DigiManage by the subscribing entity, community scheme or other party responsible for payment, DigiManage may suspend access to the Platform and may withhold, restrict or delay the release or export of Scheme Information until all outstanding amounts due to DigiManage have been paid in full, to the maximum extent permitted by applicable law.

For the avoidance of doubt, withholding access to or release or export of Scheme Information in accordance with this clause does not constitute a transfer of ownership of the Scheme Information to DigiManage. Ownership remains with the relevant community scheme.

Once all outstanding amounts have been paid, and subject to any applicable legal, regulatory, security or technical requirements, DigiManage will reasonably cooperate with the authorised representatives of the community scheme regarding continued access to or export of the Scheme Information.

DigiManage may retain copies of Scheme Information after export or termination where reasonably necessary for legal, regulatory, accounting, security, dispute-resolution, fraud-prevention, debt-recovery or legitimate business purposes, subject to applicable data-protection legislation.

Nothing in this clause requires DigiManage to retain information indefinitely where applicable law permits or requires its deletion, or where DigiManage is otherwise lawfully entitled or required to delete it.

13. General

13.1 Governing Law and Jurisdiction

These Terms are governed by the laws of the Republic of South Africa.

Subject to any mandatory jurisdiction or dispute-resolution process prescribed by applicable law, the courts of South Africa will have jurisdiction over disputes arising from or relating to these Terms.

Nothing in this clause prevents a party from referring a dispute concerning community scheme governance to the Community Schemes Ombud Service where such referral is available or required under applicable law.

13.2 Severability

If any provision of these Terms is found to be invalid, unlawful or unenforceable, that provision will be severed or limited to the minimum extent necessary, and the remaining provisions will continue in full force and effect.

13.3 Amendments

DigiManage may update these Terms from time to time.

Where an amendment is materially adverse to Users, DigiManage will provide reasonable notice before the amendment takes effect, where practicable.

Continued use of the Platform after an amendment becomes effective constitutes acceptance of the amended Terms, subject to any rights that cannot lawfully be excluded.

13.4 Entire Agreement

These Terms, together with any applicable Subscription Agreement and any Privacy Policy published by DigiManage, constitute the agreement between you and DigiManage regarding your use of the Platform and supersede previous agreements or understandings relating specifically to that subject matter, except where expressly preserved in writing.

13.5 No Waiver

A failure or delay by DigiManage to exercise any right under these Terms does not constitute a waiver of that right.

13.6 Contact

Questions regarding these Terms may be directed to: admin@digimanage.co.za