End User Licensing Agreement (EULA)


  1. Protecton and Ownership.

    All copyright and all other intellectual property laws protect the Licensed Software. The COMPANY retains ownership of the Licensed Software and all copies of the Licensed Software. The Licensed Software is licensed to the LICENSEE for use, subject to the terms set forth in this EULA.

  2. Grant and Use

    The COMPANY hereby grants to the LICENSEE, and the LICENSEE fully accepts, upon delivery of the Licensed Software, a non-exclusive and, subject to clause 5, a non-transferable right to use the Licensed Software for its own internal business purposes. For the sake of clarity ‘delivery’ in terms of this EULA occurs once the Licensed Software has been used by the LICENSEE. Should the LICENSEE install, use or access the Licensed Software, then the LICENSEE agrees to be bound by the terms of this EULA unless the LICENSEE already has a signed agreement with the COMPANY or one of its affiliates that includes licensing terms that govern its use of the Licensed Software.

    If the LICENSEE procures the Licensed Software from an authorised third party licensor of the COMPANY (“THIRD PARTY LICENSOR”), who sublicenses the Licensed Software to the LICENSEE under the terms of an agreement between the LICENSEE and such THIRD PARTY LICENSOR (a “Sublicense Agreement”), then the terms of its Sublicense Agreement shall also govern its use of the Licensed Software in addition to the terms of this EULA. THIRD PARTY LICENSORS may only grant rights in the Licensed Software, consistent with this EULA and any applicable agreement between the COMPANY and such THIRD PARTY LICENSOR in respect of the Licensed Software (a “License Agreement”). Should any conflict arise between such Sublicense Agreement and this EULA, then the terms of this EULA shall prevail.

    By installing or using the Licensed Software, the LICENSEE acknowledges and agrees that: (i) any license rights in the Sublicense Agreement that are greater than the rights afforded in this EULA shall not apply; (ii) any license conditions in this EULA that are not contained in the Sublicense Agreement shall apply to the LICENSEE; (iii) the limitations of liability set forth in this EULA will apply in favour of the COMPANY despite the existence of a Sublicense Agreement; and (iv) the COMPANY is a third party beneficiary of the Sublicense Agreement and is entitled to exercise and enforce all of the THIRD PARTY LICENSOR’s rights and benefits under that Sublicense Agreement.

    The LICENSEE may, subject to the provisions contained in this clause 2, use the Licensed Software, the nature of the deployment and use (amount of instances, allowed environments, amount of users etc) being as bound in the terms of the relevant Purchase Order, License or Sublicense Agreement (as applicable). Should the LICENSEE wish to purchase additional Licensed Software, the LICENSEE will be required to negotiate these licenses directly with the COMPANY.

    The LICENSEE may allow its contractors, suppliers and personnel (including any director, employee, consultant or other representative) (each a “Permitted Third Party”) to use the Licensed Software solely for the purpose of providing services to or on behalf of the LICENSEE, provided that such use is in compliance with this EULA. The LICENSEE is liable for any breach of this EULA by any Permitted Third Party.

  3. Purchase Orders.

    The LICENSEE or THIRD PARTY LICENSOR (as the case may be) will procure and place a Purchase Order with the COMPANY for the Licensed Software. Once the Parties reach agreement on the software to be licensed by the COMPANY in accordance with the finalised Purchase Order, License or Sublicense Agreement (as the case may be, collectively referred to hereinafter as a Purchase Order) will be signed by each Party and form part of this EULA. The Purchase Order will stipulate all amounts due by the LICENSEE to the COMPANY, including the license fees, and payment terms.

    In the absence of a duly signed Purchase Order, no software may be licensed or used, however should the COMPANY have, for whatever reason, commenced delivery of the Licensed Software prior to a duly signed Purchase Order, the LICENSEE shall remain liable to the COMPANY in respect of such use and the Licensed Software will be regulated in terms of this EULA until such time as a Purchase Order has been agreed to and signed, whereafter the terms of the Purchase Order will apply. All Purchase Orders placed with the COMPANY, once accepted and signed by the LICENSEE or the THIRD PARTY LICENSOR (on the LICENSEE’s behalf) (as the case may be), will be final and binding on the LICENSEE.

  4. Duration.

    The licensed usage shall be detailed in the Purchase Order. The LICENSEE is allowed only the number instances of each license, as shown in any appendices to this EULA or in the Purchase Order.

  5. Transfer.

    The LICENSEE may not resell, sublicense or otherwise transfer the Licensed Software to any other person. Notwithstanding the foregoing, but subject to clause 2, the LICENSEE may cede, assign or transfer all of its licensed rights and duties under this EULA to a third party that:
    a. directly or indirectly controls the LICENSEE;
    b. is controlled by, or under common control with, the LICENSEE; or
    c. purchases all or substantially all of the LICENSEE’s assets; provided however that:
    i. the LICENSEE gives written notice to the COMPANY of the transfer or assignment;
    ii. the permitted third party assignee agrees to be bound by all the terms herein and completes and returns any requested transfer documentation to the COMPANY; and
    iii. under no circumstance shall there be any transfer or assignment, unless specifically agreed upon by the COMPANY in writing; or

  6. How Do You Use My Personal Information?

    Under POPIA, we must always have a lawful basis for using personal information. We may use your personal information for one or all of the following purposes:

    - The administration of our business.- Supplying our products and / or services to you
    - Managing payments for our products and / or services. Personalising and tailoring our products and / or services for you
    - Communicating with you
    - Supplying you with information by electronic communication if you have agreed thereto (you may opt-out at any time by using the details in Part 11.
    - With your permission we may also use your personal information for marketing purposes, which may include contacting you by email, telephone or text message with information, news, and offers on our products and / or services. You will not be sent any unlawful marketing or spam. We will always work to fully protect your rights and comply with our obligations under POPIA, and you will always have the opportunity to opt-out

    We will only use your personal information for the purpose(s) for which it was originally collected unless we reasonably believe that another purpose is compatible with that or those original purpose(s) and need to use your personal information for that purpose. If we do use your personal information in this way and you wish us to explain how the new purpose is compatible with the original, please contact us using the details in Part 11

    If we need to use your personal information for a purpose that is unrelated to, or incompatible with, the purpose(s) for which it was originally collected, we will inform you and explain the legal basis which allows us to do so or obtain permission from you to do so

    In some circumstances, where permitted or required by law, we may process your personal information without your knowledge or consent. This will only be done within the bounds of POPIA and your legal rights

  7. How Long Will You Keep My Personal Information?

    We will not keep your personal information for any longer than is necessary in light of the reason(s) for which it was first collected. Your personal information will therefore be kept for:
    - as long as it serves the purpose it was collected and intended for,
    - such periods as prescribed in any legislation applicable to our business,
    - any period agreed to in a contract,
    - the purposes of fulfilment of a contract, or
    - any period you may have agreed to

  8. How and Where Do You Store or Transfer My Personal Information:

    We will endeavour to store your personal information in South Africa. This means that it will be fully protected under POPIA

    We may however transfer your personal information across the borders of South Africa for the purposes of storage, performance of a contract, an obligation in terms of international law or for internal purposes. These are referred to as “third countries”. We will take additional steps in order to ensure that your personal information is treated just as safely and securely as it would be within South Africa and under POPIA as follows:

    - We will ensure that your personal information is protected under appropriate intragroup data transfer agreements. Intragroup data transfer agreements establish a set of common rules which all our group companies are required to follow when processing personal information,
    - We will only store or transfer personal information in or to countries that are deemed to provide an adequate level of protection for personal information, or
    - We will use contracts and / or service agreements which ensure the same levels of personal information protection that apply under POPIA

    Please refer contact us using the details below in Part 11 for further information about the personal information protection safeguard/s used by us when transferring your personal information to another country

    The security of your personal information is essential to us, and to protect your information, we take a number of important measures, including the following:

    - Limiting access to your personal information to those employees, agents, contractors, and other third parties with a legitimate need to know and, where applicable, ensuring that they are subject to duties of confidentiality
    - Procedures for dealing with data breaches (the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, your personal information) including notifying you and the Information Regulator’s Office where we are legally required to do so
    - We have identified all reasonable and foreseeable internal and external risks and introduced safeguards to mitigate such risks

    Continuous maintenance and updating of such safeguards to secure your personal information

  9. Do You Share My Personal Information?

    We will not share any of your personal information with any third parties for any purposes, subject to the following exception/s

    - For the purposes of inter alia fulfilment of an application, contract, rendering of a service or goods
    - If we sell, transfer, or merge parts of our business or assets, your personal information may be transferred to a third party. Any new owner of our business may continue to use your personal information in the same way(s) that we have used it, as specified in this Privacy Notice
    - In some limited circumstances, we may be legally required to share certain personal information, which might include yours, if we are involved in legal proceedings or complying with legal obligations, a court order, or the instructions of a government authority
    - From time to time, we may share your personal information with other companies in our group. This includes our holding company and its subsidiaries

    If any of your personal information is shared with a third party, as described above, we will take reasonable steps to ensure that your personal information is handled safely, securely, and in accordance with your rights

    We may make use of third-party service providers to process personal information on our behalf. To protect such personal information, we will enter into a formal written agreement with the service provider. In terms of such agreement the service provider will be required to process personal information in accordance with conditions as prescribed by us, including measures to protect the security and integrity for such personal information

  10. How Can I Access My Personal Information?

    If you want to know what personal information we have about you, you can ask us for details of that personal information and for a copy of it (where any such personal information is held). This is known as a Subject Access Request (“SAR”)

    All SARs should be made in writing and sent to the email or postal addresses shown in Part 11

    There may be a fee charged for a Subject Access Request, especially if your request is ‘manifestly unfounded or excessive’ (for example, if you make repetitive requests) a fee may be charged to cover our administrative costs in responding

    We will respond to your data subject access request within one month. Normally, we aim to provide a complete response, including a copy of your personal information within that time. In some cases, however, particularly if your request is more complex, more time may be required up to a maximum of three months from the date we receive your request. You will be kept fully informed of our progress

  11. How Do I Contact You?

    To contact us about anything to do with your personal information and the protection of your personal information, including to make a data subject access request, please use the following details (for the attention of The Information Officer):

    Email address: popia@synthesis.co.za
    Telephone number: 087 654 3300
    Postal Address: 3 Melrose Boulevard, 4th Floor, Melrose Arch

  12. Changes To This Privacy Notice

    We may change this Privacy Notice from time to time. This may be necessary, for example, if the law changes, or if we change our business in a way that affects personal information protection

    Any changes will be made available on our company website

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