These Terms of Service ("Terms") govern your use of services provided by Neatfile ("we", "us", "our"), a trade name of J. Blignaut, a sole proprietor registered in the Republic of South Africa. By engaging Neatfile to perform transaction coordination, closing support, administrative, or filing services (the "Services"), you ("Client") agree to be bound by these Terms.
Neatfile provides administrative back-office services including but not limited to: transaction coordination, deadline tracking, party communication and follow-up, document preparation, compliance checklist verification, file organization, and post-closing file archival. We operate exclusively under the direction and supervision of the licensed brokerage or agent who engages us (the "Supervising Broker").
Neatfile does not and will not:
Fees for Services are as set forth in the Client's engagement email or quote. Standard per-file fees are USD $250 per residential closing file. Complex files (commercial, VA loans, short sales, new construction) are quoted individually. Administrative support work is billed at USD $45 per hour or per the retainer agreement, where applicable.
The Client is responsible for:
Neatfile treats all transaction information, party details, and documents as strictly confidential. We access Client systems (Dotloop, DocuSign Rooms, SkySlope, Brokermint, etc.) only with explicit authorization. Transaction data is not stored outside Client systems except as reasonably required for service delivery, and any such data is securely deleted within 90 days of file closure unless a longer retention is required by law or agreed in writing.
Neatfile complies with applicable data protection laws, including the Protection of Personal Information Act, 2013 (POPIA) of South Africa, and applies reasonable care equivalent to the standards of comparable United States data protection frameworks when handling data originating from the United States.
5.1 Neatfile's services are administrative and supportive in nature. Neatfile is not responsible for outcomes of transactions, for the accuracy of third-party information, for the conduct of any other party to a transaction, or for decisions made by the Client or any licensed professional based on Neatfile's work product.
5.2 To the maximum extent permitted by applicable law, Neatfile's total aggregate liability to Client under or in connection with these Terms or the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total fees paid by Client to Neatfile in the six (6) months immediately preceding the event giving rise to the claim.
5.3 Neatfile shall not be liable for: (i) any indirect, special, incidental, consequential, punitive, or exemplary damages; (ii) loss of profit, loss of business opportunity, loss of revenue, loss of goodwill, or loss of anticipated savings; (iii) any loss arising from the Client's failure to review Neatfile's work product before delivery; (iv) any loss arising from the actions, omissions, or errors of third parties including but not limited to lenders, title companies, inspectors, attorneys, or other agents.
5.4 Nothing in these Terms excludes or limits liability which cannot lawfully be excluded or limited, including liability for fraud or willful misconduct.
Client agrees to indemnify, defend, and hold harmless Neatfile, J. Blignaut, and any of Neatfile's contractors or subcontractors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (i) Client's breach of these Terms; (ii) Client's failure to review Neatfile's work product before delivery to third parties; (iii) any claim that Neatfile's Services constituted the unauthorized practice of a licensed profession in any jurisdiction where Client or the underlying transaction was located; (iv) any claim brought by a principal to a transaction, a third party, or a regulatory authority relating to the Client's own acts or omissions.
Work product delivered to Client (completed file packages, status reports, checklists, etc.) is assigned to Client upon payment in full of all outstanding fees. Neatfile retains ownership of all templates, processes, checklists, methodologies, and tools used to produce the work product. Nothing in these Terms grants Client a license to Neatfile's templates or methodologies beyond their incorporation in delivered work product.
Neatfile is engaged as an independent contractor. Nothing in these Terms creates a partnership, joint venture, employer-employee relationship, agency, or franchise between Client and Neatfile. Neatfile has no authority to bind Client to any agreement or to act as Client's representative to any principal, third party, or regulatory authority.
These Terms apply from the date Client first engages Neatfile to provide Services and continue until terminated. Either party may terminate the relationship at any time with written notice. Termination does not affect Client's obligation to pay for Services already performed. Sections 4, 5, 6, 7, and 10 survive termination.
10.1 Governing law. These Terms and any dispute arising from them are governed by the laws of the Republic of South Africa, without regard to conflict of laws principles.
10.2 Dispute resolution. The parties will first attempt to resolve any dispute through good-faith negotiation. If unresolved after 30 days, the dispute shall be referred to mediation in Gauteng, South Africa, before being pursued through any court proceeding.
10.3 Jurisdiction. Subject to Section 10.2, the parties submit to the exclusive jurisdiction of the courts of the Republic of South Africa, with the South Gauteng High Court having primary jurisdiction for claims above the Magistrate's Court threshold.
10.4 US Client alternative. Notwithstanding the above, if Client is based in the United States, the parties agree that disputes may, at Neatfile's election, be resolved through binding arbitration under the rules of the American Arbitration Association in a location convenient to both parties, with each party bearing its own costs.
Entire agreement. These Terms, together with any written engagement email or quote, constitute the entire agreement between the parties regarding the Services.
Amendments. Neatfile may amend these Terms by posting updated Terms at neatfile.co. Continued use of the Services after posting constitutes acceptance.
Severability. If any provision is held invalid, the remaining provisions continue in full effect.
No waiver. Failure to enforce any provision is not a waiver of that or any other provision.
Assignment. Client may not assign these Terms without Neatfile's written consent. Neatfile may assign these Terms to a successor entity.
Questions about these Terms: justin@neatfile.co. Neatfile · J. Blignaut · Benoni, Gauteng, Republic of South Africa.