Terms And Conditions

END-USER LICENSE AGREEMENT (EULA) for Client Scanner

THIS END-USER LICENSE AGREEMENT ("Agreement") is entered into between Horizon Compliance (Pty) Ltd, a company incorporated under the laws of the Republic of South Africa (hereafter referred to as "Company," "we," "us," or "our") and you (either an individual or a legal entity) (hereafter referred to as "User," "you," "your" or “client”).

WHEREAS, the Software Product, as defined herein, is designed to conduct client scanning for Politically Exposed Persons (PEPs), Sanctions, and Adverse News. By installing, copying, or otherwise using this Software, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not install or use the Software. We will provide the services to you, which are subject to the conditions stated below in this document. Every time you visit this website, use its services or make a purchase, you accept the following conditions. This is why we urge you to read them carefully.

The client may not use the services of ClientScanner unless and until the client has been registered to do so by us and agreed to the terms of this Agreement. Any person and/or legal entity who enters into this Agreement on behalf of the client, confirms that they are authorized to do so.

1. DEFINITIONS

Throughout these Terms, "Software Product" and "Software", refers to ClientScanner, which includes computer software and associated media, printed materials, online, or electronic documentation.

"Documentation" refers to detailed information about the Software's functionalities, features, and requirements provided along with the Software Product.

“Fees” will mean the fees as stipulates on our website, as amended from time to time.

"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (which may include, but not be limited to, failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, epidemics, pandemics, explosions, fires, floods, riots, terrorist attacks and wars).

"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs).

"Services" means any services that the Licensor provides to the client, or has an obligation to provide to the User, under this Agreement, and also refers to the support services related to the Software Product provided by the Company, including but not limited to, the provision of updates, upgrades, modifications, enhancements, and technical assistance.

"Support Services" means support in relation to the use of the Software and the identification and resolution of errors in the Software but shall not include the provision of training services whether in relation to the Software or otherwise.

2. ACKNOWLEDGEMENT

These are the terms of service governing the use of this Software and the agreement that operates between you as the client and us. These terms of service set out the rights and obligations of all users regarding the use of the Software. Your access to and use of the Software is conditioned on your acceptance of and compliance with this Agreement. These terms of service apply to all visitors, users and others who access or use the Software. By accessing or using the Software you agree to be bound by these terms of service in conjunction with any other agreement between you and us. If You disagree with any part of these terms of service, you may not access the Software.

This Agreement is the entire agreement between the parties in respect of its subject matter and supersedes all prior discussions, negotiations, understandings and agreements in respect of its subject matter.

3. LICENSE GRANT

We will grant you a personal, non-exclusive, non-transferable limited license to use the Software on your devices in accordance with the terms of this Agreement, which will commence once the terms of this Agreement are accepted. This license authorizes you to use the Software for your personal, non-commercial use only. You shall not copy the Software, except for a single copy solely for backup or archival purposes. You are not allowed to download or modify this license. This may be done only with prior written consent from us.

The client undertakes to –

1. Utilize ClientScanner software for the restricted purpose of:
• Aiding in the fulfilment of legal obligations and compliance with relevant regulations applicable to the client.
• Carrying out official duties in their capacity as a governmental organization and/or carrying out law enforcement responsibilities.
• Assisting a third-party entity in meeting the obligations outlined in the two points above.
2. Ensure that only permitted users are granted access to and utilize the ClientScanner software.
3. Safeguard the confidentiality of the client's user ID and password, preventing any unauthorized individuals from having access to them.
4. Promptly notify us of any actual or potential instances of unauthorized access to the Client's account.
5. Timeously pay the Fees.
6. Warrant that they will comply with the Protection of Personal Information Act, 2013 (POPIA), and any other applicable data protection legislation.
7. Warrant that they will only use the Software for its intended purpose, being client screening against Politically Exposed Persons (PEPs), sanctions lists, and adverse media for compliance-related purposes, and not for any unrelated or unlawful objectives.

The client furthermore acknowledges and accepts that this Agreement creates legally enforceable and binding obligations on the client. The client undertakes not to engage in the following actions –

1. Reproducing, distributing, displaying, selling, publishing, broadcasting, or circulating any information obtained from the ClientScanner software to any third party, except as required by law, and unless expressly authorized in writing by ClientScanner.
2. Employing any device, software, or routine to disrupt or attempt to disrupt the normal functioning of the ClientScanner software.
3. Initiating any actions that may place an undue or significant strain on ClientScanner’s software.

4. SUPPORT SERVICES

The Company shall provide Support Services to the client in accordance with the standards of skill and care reasonably expected from a leading service provider in the Company’s industry.

The Company may suspend the provision of the Support Services if any amount due to be paid by the client to the Company under this Agreement is overdue, and the Company has provided the client at least 30 days' written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.

If the Support Services are terminated in accordance with the provisions of this clause –

1. The client must pay to the Company any outstanding charges in respect of Support Services provided to the client before the termination of the Support Services;
2. The Company must refund to the client any charges paid by the client to the Company in respect of Support Services that were to be provided to the client after the termination of the Support Services; and
3. The provisions of this Clause shall cease to apply, but the other provisions of this Agreement will continue notwithstanding such termination.

5. RESTRICTIONS ON USE

The client shall not reverse-engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Software, create derivative works from the Software or in any wat, manner or form use the Software to create new software. When you create an account with us, you undertake to provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our Software.

Each party commits to adhere to all privacy and data protection laws that pertain to its own activities, as well as to follow reasonable directives issued by the other party concerning the handling of personal information provided by that party.

6. INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights in the Software and Documentation, including all updates, modifications, and enhancements, belong solely to the Company. This Agreement does not grant you any rights to patents, copyrights, trade secrets, trade names, trademarks, or any other rights, franchises, or licenses in respect of the Software. Website content, including trademarks and logos, is subject to copyright owned by us or used under license from third-party owners.

7. SYSTEM ABUSE

You shall not use the Software in any manner that could damage, disable, overburden, or impair the Software, nor shall you use the Software in any manner that could interfere with any other party’s use and enjoyment of the Software. Any attempt to undermine or cause harm to a server or customer of the Company is strictly prohibited. As our user, you agree to use the Software responsibly, in a manner that complies with all applicable laws and regulations.

8. PRICING AND PAYMENT

We offer 5 (five) free searches for sanctioned individuals, entities, PEPs (Politically Exposed Persons), and criminals, available to all Clients. We reserve the right to change our prices at any time upon 30 days’ notice. Such notice may be provided at any time by posting the changes to our website or through the Software itself. This includes changes to any or all pricing structures, including but not limited to, subscription fees, renewal fees, and upgrade fees.

If you do not agree to the change in price, you may terminate this Agreement in accordance with Section 11 below. Invoices are due and payable upon receipt. If you fail to pay your invoice within 30 days from date of receipt thereof, we will send a notice to you confirming payment is overdue. If payment is not made within 30 days of the aforesaid notice, we reserve the right to suspend your account and delete all related data.

9. SERVICES

We will provide the Services to you in accordance with the terms and conditions of this Agreement. We reserve the right to modify the Services from time to time, for any reason, and without notice, including the right to terminate the Services. Our Service provides access to data, some of which is publicly available, and some is proprietary (the "Data Sources").

No guarantees are made about service availability, except for those under Paid Service Agreements. You may use our Service for legitimate purposes only. Prohibited uses include unlawful activities, violating intellectual property rights, and interfering with the Service's security. We may use cookies for record-keeping and tracking purposes. Users can adjust browser settings to manage cookies but this may affect website functionality.

10. LINKS TO OTHER WEBSITES

Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company. The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services. We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.

11. TERMINATION

We may terminate or suspend this Agreement immediately, without prior notice or liability, for any reason whatsoever, including without limitation, if you fail to comply with any term or condition as set out herein or in any other agreement with us. In such event, you must destroy all copies of the Software and all its component parts. No refund will be provided upon termination of this Agreement. If any provision is found to be invalid, the remainder of the this Agreement remains in effect. Upon termination, your right to use the Service will cease immediately. If you wish to terminate your account, you may simply discontinue using the Software at any time.

12. AMENDMENT

We reserve the right to amend this Agreement at any time, for any reason, and without notice. Your continued use of the Software after any amendment signifies your agreement to the amended terms.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa. Any disputes arising out of or in connection with this Agreement shall be adjudicated in the courts of the Republic of South Africa.

14. WARRANTY DISCLAIMER

The Software and Services are provided "as is" and “as available” without warranty of any kind. We expressly disclaim to the fullest extent permitted by law all express, implied, and statutory warranties. While we aim to provide accurate and current information, we are not responsible for inaccuracies or errors. Users assume all risks associated with using the website. If you are an owner of an account on this website, you are solely responsible for maintaining the confidentiality of your private user details (username and password). You are responsible for all activities that occur under your account or password.

15. LIMITATION OF LIABILITY

In no event shall the Company, its officers, directors, employees, or agents, be liable to you for any direct, indirect, incidental, special, punitive, or consequential damages whatsoever resulting from any use or inability to use the Software or Services. We are not responsible for third-party content or inaccuracies in our Service. The client agrees to indemnify ClientScanner along with its affiliated entities, representatives, partners, directors, agents, and employees, against any and all liabilities, claims, costs, losses, damages, and expenses, including reasonable legal fees on a comprehensive indemnification basis, that was a result of, but not limited to, the following:

1. Utilization of the ClientScanner software for purposes or in manners that contravene the provisions of this Agreement or that constitute a breach of this Agreement.
2. Any negligent, unlawful, or wilfully wrongful act or omission committed by the client or any of its affiliated entities, representatives, partners, directors, agents, or employees.
3. Losses stemming from claims made by third parties related to or arising from the client's use of the ClientScanner software.

The Company will not be liable to the client in respect of any losses arising out of a Force Majeure Event.

16. RIGHT OF CESSION

We reserve the right to cede and/or assign the Company, or any part thereof, to any third party during the subsistence of this Agreement without your consent and you hereby confirm and agree that you shall remain bound to the terms and conditions as set out herein towards such third party cessionary.

Client Scanner

USER'S ACCEPTANCE OF TERMS By clicking "I Agree" during the installation process, I hereby certify that I have read and understand the terms of this End-User License Agreement, and I agree to be bound by its terms and conditions.

If you have any questions about these Terms of Service, you can contact us:

• info@clientscanner.co.za
• +27 67 574 3118