1. Who this is between
These terms are an agreement between Asset Disposal Consultancy (Pty) Ltd, registration number 2018/621824/07, trading as Ledger Data ("we", "us"), and the firm that opens an account ("the Firm", "you"). They take effect when the Firm's account is opened and continue until the account is closed.
The Operator Agreement and the Privacy Policy form part of these terms.
2. What the service is
Ledger Data is a hosted data room. The Firm uploads documents relating to its appointments, organises them, and grants named outside parties ("Viewers") access to some or all of them. Documents served to a Viewer are watermarked with that Viewer's identity, and every view and download is recorded.
We provide the software and the hosting. We do not provide legal, insolvency, valuation or accounting advice, and nothing in the service is a substitute for the Firm's own professional judgement.
3. Accounts
- An account is opened by us on request, not by self-registration.
- Each person at the Firm must have their own account. Accounts must not be shared. A shared account destroys the value of the audit trail, which is the point of the service.
- The Firm is responsible for what is done under its accounts, and for removing access promptly when someone leaves.
- We may suspend an account immediately where we reasonably believe it has been compromised, and will tell the Firm as soon as we do.
4. What the Firm may not do
- Upload anything the Firm is not entitled to hold or disclose.
- Upload material that is unlawful, or software intended to be executed rather than read.
- Attempt to reach another firm's data, probe or test the security of the service without our written agreement, or interfere with its operation.
- Resell or provide the service to a third party as if it were the Firm's own.
5. The Firm's documents
The Firm's documents remain the Firm's. We claim no ownership of them and no right to use them for any purpose other than operating the service for the Firm.
We will not read, disclose or hand over a Firm's documents to anyone except: on the Firm's instruction; where we are compelled by law or a court order, in which case we will tell the Firm unless we are prohibited from doing so; or as strictly necessary to operate and support the service.
6. What we undertake
- To keep the security measures set out in the Operator Agreement, and not to weaken them during the term.
- To keep the audit trail append-only, so that no person — including us — can alter or delete a record of who saw what.
- To hold encrypted backups, and to be able to restore the service from them.
- To tell the Firm without undue delay if we become aware that its data has been accessed by anyone unauthorised.
7. Availability
We aim to keep the service available at all times and will not take it down deliberately during South African business hours except in an emergency. We do not offer a guaranteed uptime figure. Saying so plainly is more useful than a promise that neither of us could test.
The service is provided as it stands. To the extent the law allows, we give no warranty that it will be uninterrupted or error-free.
8. Fees
Fees, if any, are agreed in writing with the Firm before an account is opened, and no charge arises until they have been. We will give at least 30 days' notice in writing of any change, and the Firm may close its account rather than accept one.
9. Ending it
- The Firm may close its account at any time, on notice to us.
- We may end this agreement on 30 days' written notice, or immediately if the Firm breaches these terms materially and does not put it right within 14 days of being asked.
- On termination the Firm may export its documents, and we will provide them in a usable form on request. We will keep them available for 60 days after termination, and then delete them along with the personal information in them, except where the law requires us to keep something for longer.
10. Liability
Neither party excludes liability for death or personal injury caused by its negligence, for fraud, or for anything else that cannot lawfully be excluded.
Subject to that, our total liability to the Firm arising out of this agreement in any twelve month period is limited to the fees paid by the Firm in that period. We are not liable for loss of profit, loss of business, or indirect loss.
The Firm indemnifies us against claims by third parties arising from material the Firm uploaded that it was not entitled to hold or disclose.
11. Confidentiality
Each party will keep the other's confidential information confidential, and use it only for this agreement. This does not apply to information that is public through no fault of the receiving party, or that must be disclosed by law.
12. Changes to these terms
We may change these terms. Where a change materially affects the Firm we will give at least 30 days' notice by email to the Firm's owners, and the Firm may close its account before the change takes effect rather than accept it.
13. Law and jurisdiction
This agreement is governed by the law of the Republic of South Africa, and the parties submit to the jurisdiction of the courts of the Western Cape Division of the High Court.
14. Contact
Asset Disposal Consultancy (Pty) Ltd, Cape Town, Western Cape, South Africa · jt@asset-disposal.co.za
Full registered address on request, by email.