Terms of Service

These Terms of Service (“Terms”) govern your access to and use of Urbanlink PMS (the “Service”), operated by Urbanlink Networks (Pty) Ltd (“Urbanlink”, “we”, “us”, “our”), a company incorporated in the Republic of South Africa. By creating an account, accessing or using the Service you agree to be bound by these Terms. If you are accepting these Terms on behalf of an organisation, you warrant that you have the authority to bind that organisation, which is then the “Customer” under these Terms.

1. Definitions

• Affiliate means an entity that controls, is controlled by, or is under common control with a party.
• Customer Data means all data, content and information uploaded to or generated within the Service by or on behalf of the Customer or its Users, including personal information processed on behalf of data subjects of the Customer.
• DPA means the Data Processing Addendum in force between Urbanlink and the Customer.
• Documentation means the user guides, in-product help, and administrator documentation made available by Urbanlink for the Service.
• Order means an online sign-up flow, in-product subscription selection or written order form referencing these Terms under which the Customer subscribes to the Service.
• Subscription Term means the period during which a User or Customer is entitled to use the Service, as specified in an Order or otherwise selected in-product.
• User means an individual authorised by the Customer to use the Service, including employees, contractors and agents.

2. The Service

Urbanlink PMS is a multi-tenant software-as-a-service platform that supports the operations of South African property professionals, including trust accounting, lease administration, listings syndication, tenant communications, body corporate administration, compliance reporting and maintenance workflows. The features available depend on the subscription plan selected. We may, from time to time, add to, modify or discontinue features, provided we do not materially degrade the Service during a Subscription Term.

3. Access & account

3.1 Account creation

To use the Service the Customer must create an organisation account. The Customer is responsible for the accuracy and completeness of the information it provides, including the designation of an Information Officer in terms of POPIA.

3.2 Users and authority

The Customer is responsible for the conduct of its Users and for ensuring that they comply with these Terms. The Customer warrants that each User it adds has been authorised by the Customer to use the Service.

3.3 Account security

The Customer must keep authentication factors confidential and notify Urbanlink without undue delay of any unauthorised use of the account. We recommend that the Customer enable multi-factor authentication for all Users with administrative privileges.

4. Free trial

We offer a 14-day free trial of the Professional tier. No payment method is required to start a trial. Trial access is provided on an “as is” basis without warranties of any kind. At the end of the trial, the Customer may elect a paid plan, otherwise the Service enters a read-only state for 30 days, after which the Customer’s organisation data may be deleted in accordance with section 14 below.

5. Fees, billing & taxes

5.1 Fees

Subscription fees are published at pms.urbanlink.net.za/#pricing and quoted in South African Rand (ZAR) exclusive of value-added tax (VAT). Custom pricing applies to the Scale tier as agreed in an Order.

5.2 Billing

Unless otherwise agreed in an Order, subscription fees are billed monthly in advance. Invoices are payable within 7 (seven) days of invoice date.

5.3 Taxes

All fees are exclusive of taxes, levies and duties imposed by taxing authorities. The Customer is responsible for payment of all such taxes, excluding only those based on Urbanlink’s net income.

5.4 Late payment

Overdue amounts accrue interest at the rate prescribed by the Prescribed Rate of Interest Act, calculated from the due date until paid in full. We may suspend access to the Service for accounts that remain unpaid more than 14 (fourteen) days past due, after giving the Customer notice and a reasonable opportunity to cure.

5.5 Price changes

We may adjust fees with at least 30 (thirty) days’ prior notice. Adjustments take effect at the start of the Customer’s next renewal Subscription Term.

6. Acceptable use

The Customer and its Users may not:

• use the Service in violation of any law of the Republic of South Africa;
• attempt to circumvent access controls or tenant isolation mechanisms, or otherwise obtain access to data that does not belong to the Customer;
• reverse-engineer, decompile or disassemble the Service or any part of it, except to the extent expressly permitted by law;
• use the Service to send unsolicited bulk communications (spam), malware, or content that is unlawful, defamatory, harassing or infringes the rights of any person;
• resell, sublicense or make the Service available to any third party other than the Customer’s own Users, except as expressly authorised by Urbanlink in writing;
• use the Service to benchmark or build a competing product;
• remove, obscure or alter any proprietary notices included in the Service or the Documentation.

We may suspend access where necessary to address a material breach of this section or to protect the integrity, security or availability of the Service.

7. Customer Data & ownership

7.1 Ownership

As between the parties, the Customer owns all right, title and interest in and to the Customer Data. Urbanlink does not acquire ownership of Customer Data through these Terms.

7.2 Licence to Urbanlink

The Customer grants Urbanlink a non-exclusive, royalty-free licence to process the Customer Data solely to provide and improve the Service, in accordance with the DPA and applicable law.

7.3 Customer warranties

The Customer warrants that it has all rights and consents necessary to upload Customer Data to the Service and to authorise Urbanlink to process it, including all consents required under POPIA.

7.4 Export

The Customer may export its Customer Data through the in-product export tools at any time during the Subscription Term and for a period of 30 (thirty) days following termination.

8. Data protection

The processing of personal information through the Service is governed by our Privacy Notice and the Data Processing Addendum, which is incorporated into these Terms by reference and forms an integral part hereof.

9. Intellectual property

The Service, the Documentation and all related intellectual property rights are and remain the exclusive property of Urbanlink and its licensors. We grant the Customer a non-exclusive, non-transferable, revocable right to access and use the Service during the Subscription Term and subject to these Terms. All rights not expressly granted are reserved.

Feedback that the Customer or its Users voluntarily provide about the Service may be used by Urbanlink without restriction or compensation.

10. Confidentiality

Each party must keep confidential all non-public information of the other party designated as confidential or that reasonably should be understood to be confidential, and may use it only to perform under these Terms. This obligation does not apply to information that becomes publicly known without breach of these Terms, was independently developed, or is required to be disclosed by law or court order.

11. Service levels & availability

We target the following monthly availability of the Service, measured as a percentage of minutes in the calendar month during which the production environment is reachable and operational, excluding scheduled maintenance:

• Starter and Professional: 99.5%.
• Scale (subject to a signed Service Level Agreement): 99.9%.

Planned maintenance windows are announced at least 48 (forty-eight) hours in advance.

12. Warranties & disclaimers

Urbanlink warrants that the Service will perform substantially in accordance with the Documentation during a Subscription Term. As Customer’s sole and exclusive remedy for breach of this warranty, Urbanlink will use commercially reasonable efforts to correct the non-conformance, failing which Customer may terminate the affected subscription and receive a pro-rata refund of pre-paid fees.

Except as expressly set out in these Terms and to the extent permitted by law, the Service is provided “as is” without warranties of any kind, whether express or implied, including warranties of merchantability, fitness for a particular purpose, title and non-infringement. We do not warrant that the Service will be uninterrupted or error-free.

13. Indemnification

13.1 By Urbanlink

Urbanlink will defend the Customer against any third-party claim alleging that the Service, when used as authorised, infringes any South African intellectual property right, and will indemnify the Customer against the resulting amounts awarded against the Customer by a court of competent jurisdiction or paid in settlement approved by Urbanlink.

13.2 By the Customer

The Customer will defend Urbanlink against any third-party claim arising out of the Customer Data or the Customer’s use of the Service in breach of these Terms or applicable law, and will indemnify Urbanlink for the resulting amounts awarded against Urbanlink by a court of competent jurisdiction or paid in settlement approved by the Customer.

13.3 Procedure

The indemnified party must give prompt written notice of the claim, grant the indemnifying party sole control of the defence and settlement (subject to the indemnified party’s right to participate at its own expense), and provide reasonable cooperation.

14. Limitation of liability

To the maximum extent permitted by law, in no event will either party be liable to the other for any indirect, incidental, special, consequential, punitive or exemplary damages, including loss of profits, revenue, goodwill, anticipated savings, or data, whether in contract, delict (including negligence) or otherwise, even if advised of the possibility of such damages.

Subject to the foregoing and to the maximum extent permitted by law, each party’s aggregate liability arising out of or related to these Terms will not exceed an amount equal to the fees paid or payable by the Customer to Urbanlink in the 12 (twelve) months immediately preceding the event giving rise to the liability.

These limitations do not apply to: (a) liability for death or personal injury caused by negligence; (b) liability for fraud or fraudulent misrepresentation; (c) the Customer’s obligation to pay fees due; or (d) liability that cannot be limited or excluded by law.

15. Term & termination

15.1 Term

These Terms commence on the date the Customer accepts them and continue for the duration of any active Subscription Term, unless terminated earlier in accordance with this section.

15.2 Termination for convenience

Either party may terminate a subscription at the end of the then-current Subscription Term by giving notice through in-product cancellation or in writing at least 30 (thirty) days before the renewal date.

15.3 Termination for cause

Either party may terminate these Terms with immediate effect on written notice if the other party materially breaches and fails to cure the breach within 14 (fourteen) days of receiving notice of the breach, or becomes insolvent, is placed under business rescue or liquidation, or commits an act of insolvency.

15.4 Effect of termination

On termination: (a) all access rights granted to the Customer cease; (b) the Customer retains a 30-day read-only window to export Customer Data; (c) outstanding fees remain due and payable; and (d) provisions that by their nature should survive (including confidentiality, IP, liability, indemnification and dispute resolution) survive termination.

16. Force majeure

Neither party is liable for failure or delay in performance (other than the obligation to pay fees) caused by events beyond its reasonable control, including acts of government, war, terrorism, civil unrest, natural disaster, epidemic, pandemic, internet or telecommunications outage, or load shedding declared at Stage 4 or above.

17. Notices

Notices to Urbanlink must be given in writing to [email protected]. Notices to the Customer may be given to the primary administrator email address on file. Notices are deemed received on the business day after sending if sent by email before 17:00 South African Standard Time.

18. Assignment

Neither party may assign or transfer its rights or obligations under these Terms without the prior written consent of the other party, except that Urbanlink may assign these Terms in connection with a merger, acquisition or sale of all or substantially all of its assets, on written notice to the Customer.

19. Dispute resolution & governing law

These Terms are governed by and construed in accordance with the laws of the Republic of South Africa, without regard to conflict-of-law principles. The parties will attempt to resolve any dispute amicably through good-faith negotiation between senior representatives. Failing resolution within 30 (thirty) days, the dispute will be submitted to the exclusive jurisdiction of the High Court of South Africa, Gauteng Division, Pretoria, subject to a party’s right to apply for interim or urgent relief in any court of competent jurisdiction.

20. General

20.1 Entire agreement

These Terms (together with the Privacy Notice, the DPA, and any applicable Order) constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements, communications and proposals, whether oral or written.

20.2 Variation

We may update these Terms from time to time. Material changes will be communicated by email and posted on this page at least 30 (thirty) days before they take effect. Continued use of the Service after the effective date constitutes acceptance of the updated Terms.

20.3 No waiver

A failure or delay by either party in exercising any right does not operate as a waiver of that right.

20.4 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions remain in full force and effect.

20.5 Relationship

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.

20.6 Counterparts & electronic signature

These Terms may be accepted electronically. Acceptance by clicking “I agree” or by accessing the Service is valid and enforceable under the Electronic Communications and Transactions Act 25 of 2002.