MST TERMS OF USE

1.	INTRODUCTION
1.1.	Municipal Sustainability Tool (“MST”) is a trademark of the Company and refers to a tool which augments and processes the customer data of the User(s) such as municipalities to help improve the sustainability of services and revenue provided by user.
1.2.	MST was developed by Akhile Management and Consulting (Pty) Ltd (the Company”), a private company registered in accordance with the laws of South Africa under registration number 2006/013365/07.
1.3.	In these Terms of Use, the following words, have the following meanings:
1.3.1.	"Access" means to access MST via an online portal, web application or website, by a User(s) on appropriate User Hardware.
1.3.2.	"Confidential Information" means all proprietary and confidential oral or written information relating to the Company or any other User ("Disclosing Party"), including but not limited to User data, intellectual property, technical information, business information, marketing and advertising strategies and methodologies, know-how, trade secrets, client lists, financial information and information and data on MST and which is made available in connection with the access to and use of MST to the a User, by the Disclosing Party, whether before, on or after the date of your registration and acceptance of these Terms of Use.
1.3.3.	"Purpose" means the use of MST strictly in compliance and in accordance with the provisions and requirements of the main License Agreement to augment and process the customer data of the User to help improve the sustainability of services and revenue provided by the User.
1.3.4.	"User Data" means the information, including customer information of User(s) in any format whatsoever, submitted to MST through use or operation, or stored on the Hosting Infrastructure and/or contained in the database, records and/or data fields of the registers administered by the software.
1.3.5.	“User Hardware” means any electronic device, machine or piece of equipment, including portable or mobile devices, such as laptops and mobile telephones, hard drives, monitors, printers, scanners, readers, pointing devices, keyboards, electronic storage mediums, servers and processors used by the User.
1.3.6.	"User(s)" means the organisation, or any of its appointed officers or administrators.  
1.4.	 In the event of any conflict between these Terms of Use and any User and/or Access Agreement, the User and/or Access Agreement (as the case may be) will prevail.

2.	ACCEPTANCE OF THESE TERMS OF USE
2.1.	These Terms of Use, including all other polices that may be posted on MST and any agreement concluded between the Company and the User that set out the terms which govern your Access and Use of MST, all of which are incorporated into these Terms of Use.  On your (i) acceptance of these Terms of Use; (ii) Access to MST; and (iii) use and receipt of the services associated with MST, you agree to comply with all of these Terms of Use.
2.2.	As a User, it is your responsibility to familiarise yourself with these Terms of Use and check them regularly for any updates.
2.3.	By Accessing MST and by your acknowledgement of having read and consented to these Terms of Use upon your first Access to MST, you have confirmed that you have read these Terms of Use, that you understand and comprehend these terms and that you agree to all the terms set out in these Terms of Use which are designed to make sure that MST is useful to everyone.  Should you not agree to these Terms of Use, updates or changes thereto as dealt with below, you should not Access or use MST.
2.4.	You confirm that you are 18 years or older or that you have been duly assisted to consent to these Terms of Use.

3.	USING MST
3.1.	As a condition of your use of MST, you agree that you will not:
3.1.1.	violate any applicable laws, including but not limited, to consumer protection, data protection and intellectual property laws (including their regulations and guidelines);
3.1.2.	use MST in any manner that could impair MST in any way or interfere with any party’s use or enjoyment of MST;
3.1.3.	fraudulently or otherwise upload details of other Users/persons which are not factually true or which have not been provided by the User/person themselves;
3.1.4.	distribute viruses or any other technologies that may harm MST or the interests or property of MST users;
3.1.5.	impose an unreasonable load on The Company’s infrastructure or interfere with the proper working of MST;
3.1.6.	copy, modify, or distribute any other user/person's content without their consent;
3.1.7.	remove, obscure, or alter any of the Company’s terms pertaining to the use of MST (including these Terms of Use), or any links to or notices of those terms, or any notifications of the Company’s intellectual property or that of its licensors or other Users;
3.1.8.	use any robot spider, scraper or other automated means to access MST and collect content for any purpose without the Company’s express written permission;
3.1.9.	harvest or otherwise collect information about others, including email addresses, without their consent or otherwise violate the privacy of another person/user;
3.1.10.	use the information available on MST to contact the User(s) for any purpose other than for the purpose of utilising and accessing MST; 
3.1.11.	redistribute, rent, license, sub-licence or sell any part of MST or Access to use MST; 
3.1.12.	use MST in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any third party or in any manner that is inappropriate, illegal, or in violation of any person’s rights (including their privacy, publicity and intellectual property); and
3.1.13.	bypass measures used to prevent or restrict access to MST.
3.2.	The Company reserves the right, at its discretion, to restrict a User's usage of and/or Access to MST either temporarily, permanently, or refuse a User's registration.
3.3.	You must be registered in order to Access and use MST.  You are responsible for all actions taken using your username and password.
3.4.	Your username and password constitute Confidential Information. You must inform The Company immediately if a third party gains access to your login details.  Your user name and password must not be shared with third parties or the Company and the Company will not request or require your user name and password.
3.5.	You must not circumvent the Company’s user identity authentication procedures or systems.
3.6.	You must sign out of MST at the end of your session.

4.	CONFIDENTIALITY
4.1.	You undertake to keep confidential and not to disclose to any third party (unless and only insofar as may be required in law or permitted in terms of these Terms or Use) the Confidential Information and any and all information given to you pursuant to your Access to and use of MST.  
4.2.	The obligation of confidentiality placed on you in terms of this clause 4 will not apply to you in respect of any information which:
4.2.1.	is or becomes generally available to the public other than by your negligence or default or by your breach of these Terms of Use;
4.2.2.	the Disclosing Party confirms in writing is disclosed on a non-confidential basis;
4.2.3.	has lawfully become known by or comes into your possession on a non-confidential basis from a source other than the Disclosing Party having the legal right to disclose same, provided that such knowledge or possession is evidenced by your written records existing at the date upon which you accepted these Terms of Use; or
4.2.4.	is disclosed pursuant to a requirement or request by operation of law, regulation or court order, to the extent of compliance with such requirement or request only and not for any other purpose,
provided that the onus will at all times rest on you to establish that information falls within the exclusions set out in clauses 4.2.1 to 4.2.4.
4.3.	In the event that you are required to disclose Confidential Information of the Disclosing Party pursuant to a requirement or request by operation of law, regulation or court order, you must advise the Disclosing Party thereof in writing prior to making any such disclosure, if possible and comply with the Disclosing Party’s reasonable requests as to the manner and terms of any such disclosure.
4.4.	Without limiting the generality of this clause 4, you acknowledge and understand that, as a consequence of your Access to and use of MST, you may have access to information of a very personal nature, most particularly as that information might relate to claims of beneficiaries defined in these Terms of Use as User Data. You must keep this information in the strictest confidence at all times.  
4.5.	You acknowledge and agree that you will be liable for any misuse or unauthorised disclosure, access or alteration of Confidential Information which occurs using your username and password.

5.	DATA PRIVACY OF DATA SUBJECTS
To the extent that you use MST to process personal information of data subjects, you warrant that you comply with all data protection laws and that 
(i)	you have the data subject’s express consent, or 
(ii)	you have a lawful justification for processing their personal information.

6.	NOT ADVICE
Nothing in any material from MST constitutes advice of any kind and should not be relied upon as such.  Proper, specific legal or professional advice is always strongly recommended.
In the case where the service is a prediction algorithm which makes a prediction output based on data inputs, the User acknowledges that such an output is a recommendation prediction only and to be used as such and not to be used as a main or sole data point or factor on which to base any further action.

7.	CONTENT ON MST
MST may contain content from the Company and its third party service providers.  Content displayed on or via MST is protected as a collective work and/or compilation, pursuant to copyrights laws.  You agree not to copy, distribute or modify content from MST without The Company’s express written consent.  You may not disassemble or decompile, reverse engineer or otherwise attempt to discover any source code contained in MST.  Without limiting the foregoing, you agree not to reproduce, copy, sell, resell, or exploit for any purposes any aspect of MST.

8.	LIABILITY
8.1.	MST may contain links to third party websites which are beyond the control of MST.  MST is not involved in transactions between Users and the operators of such third party sites.  The Company does not accept responsibility for their content or services.  It is a User’s responsibility to read, understand and comply with any additional terms which may be imposed by any such third party websites. 
8.2.	The Company does not guarantee or give any warranty or make any representation as to the accuracy and content of the details provided by the User or with regard to the legal capacity of the User that may conduct or complete any transaction with MST. 
8.3.	The Company cannot guarantee continuous, error-free or secure access to MST or that defects in MST will be corrected.
8.4.	While The Company will use reasonable efforts to maintain an uninterrupted and secure access to MST, The Company cannot guarantee this and does not give any promises or warranties (whether express or implied) about the availability or security of MST.
8.5.	You expressly agree that your use of MST is solely your responsibility and at your own risk and that you will use your own skill and judgement (or obtain the same from an appropriate professional) in the proper use and applicability of MST for your own purpose.
8.6.	Accordingly, to the extent legally permitted the Company expressly disclaims all warranties, representations and conditions, express or implied, including those of quality, merchantability, merchantable quality, durability, fitness for a particular purpose and those arising by statute.  The Company are not liable for any loss, whether of monetary (including profit), goodwill, or reputation, or any special, indirect, or consequential damages arising out of your use of MST, even if you advise the Company or the Company could reasonably have foreseen the possibility of any such damage occurring. 
8.7.	Nothing in these terms shall limit the Company’s liability for fraudulent misrepresentation, for death or personal injury resulting from The Company’s negligence or the negligence of its agents or employees.

9.	SECURITY
9.1.	In order to ensure the security and reliable operation of the application for all Users, the Company reserves the right at its discretion to take whatever action it finds necessary to preserve the security, integrity and reliability of its network and back-office applications.  
9.2.	Any user who commits any of the offences detailed in Chapter 13 of the Electronic Communications and Transactions Act, 2002  ("ECTA") (specifically sections 85 to 88 (inclusive)) shall, notwithstanding criminal prosecution, be liable for all resulting liability, loss or damages suffered and/or incurred by The Company and its affiliates, agents and/or partners.  Chapter 13 of ECTA sets out a number of criminal offences which are referred to as ‘cyber crimes’.  In terms of this Act, the following would be considered a cyber crime:
9.2.1.	unauthorised access to, interception of or interference with data;
9.2.2.	computer-related extortion, fraud and forgery; and
9.2.3.	attempting to or otherwise aiding and abetting a third party to perform any of the above. 
9.3.	It is your responsibility to make the appropriate enquiries if you are unsure as to whether a certain act is or is not contrary to any applicable law.

10.	GENERAL
10.1.	These Terms of Use shall be governed by the laws of the Republic of South Africa.  You agree that any claim or dispute you may have against The Company must be resolved by in the courts of the Republic of South Africa.
10.2.	If the Company don't enforce any particular provision, The Company are not waiving its rights to do so later.  If a court strikes down any of these terms, the remaining terms will survive. 
10.3.	The Company may update these Terms of Use at any time and in its sole discretion.  Any such change will be effective from the date of being posted on MST.