1. GOVERNING TERMS

• 1.1. These Terms govern:
  • 1.1.1. use of TERUZA’s public websites, portals, and APIs (the “Website”); and
  • 1.1.2. all services offered by TERUZA including software development, hosted and cloud services, implementation, maintenance, support, and professional services performed on-site or off-site (collectively, the “Services”).
• 1.2. These Terms apply in addition to, and are to be read with, any order form, statement of work, software licence, service level agreement or master agreement entered directly between you and TERUZA (each an “Order” or a “Direct Agreement”). If there is a conflict between these Terms and a signed Direct Agreement, the Direct Agreement prevails for that transaction only. Mandatory data protection and privacy laws will always prevail over any conflicting term.
• 1.3. To the extent that the Consumer Protection Act, 2008 (“CPA”) applies to a transaction, nothing in these Terms limits any rights or remedies you have under the CPA that cannot lawfully be limited.
• 1.4. For juristic persons, the CPA applies only if your asset value or annual turnover is below the threshold prescribed by the Minister from time to time. You warrant that your status, as disclosed to us at the time of services rendered, is correct.

2. MANDATORY SUPPLIER INFORMATION (ECTA SECTION 43)

• 2.1. In compliance with section 43 of the Electronic Communications and Transactions Act, 2002 (“ECTA”):
  • a. Full name and legal status: TERUZA (Pty) Ltd.
  • b. Physical address: 24 Black Eagle Crescent, Hermanus, Western Cape, South Africa.
  • c. Contact details: Email info@teruza.com, Telephone: +27729948745.
  • d. PAIA Manual: Available at https://www.teruza.com/paia

3. DEFINITIONS AND INTERPRETATION

• 3.1. “AI Services” means Services that utilise artificial intelligence technologies;
• 3.2. “Applicable Law” means all laws in force in South Africa, including the CPA, ECTA, the Protection of Personal Information Act 4 of 2013 (“POPIA”), and the GDPR where applicable;
• 3.3. “Business Day” means any day other than a Saturday, Sunday or official public holiday in the Republic of South Africa.
• 3.4. “Client Data” means all electronic information, including Personal Information, submitted by you to the Services;
• 3.5. “Confidential Information” means all information, whether written, oral, or in electronic form, that is disclosed by one Party to the other and is identified as confidential or which, by its nature or context, ought reasonably to be regarded as confidential. Confidential Information does not include information that:
  • 3.5.1. is or becomes publicly available other than through a breach of this Agreement;
  • 3.5.2. is lawfully received from a third party without restriction; or
  • 3.5.3. is independently developed without reference to the other Party’s information.
• 3.6. “Documentation” means any and all user guides, instructions, specifications, technical manuals, release notes, and similar materials (whether in printed, electronic, or online form) made available by the Company in connection with the Services.
• 3.7. “Effective Date” means the date on which the Customer accepts these Terms, whether electronically, in writing, or by commencing use of the Services, whichever occurs first.
• 3.8. “Generated Output” means any data, text, or content created by an AI Service;
• 3.9. “GDPR” means the General Data Protection Regulation (Regulation (EU) 2016/679), as amended from time-to-time;
• 3.10. “Intellectual Property Rights” means all rights in inventions, patents, copyright, trademarks, trade secrets, and designs, whether registered or not;
• 3.11. “Loss” includes all liabilities, damages, regulatory penalties, costs, and reasonable legal fees.
• 3.12. “Operator” means the person who processes Personal Information for a Responsible Party on its instructions
• 3.13. “Order Form” means the document issued by us and signed by you, setting out the commercial details such as fees, subscription periods and quantities.
• 3.14. “Personal Information” means information relating to an identifiable, living natural person, and where applicable, an identifiable existing juristic person.
• 3.15. “Process/Processing” means any operation or activity, whether or not by automatic means, concerning Personal Information, including the collection, receipt, recording, organisation, collation, storage, updating or modification, retrieval, alteration, consultation, use, dissemination by means of transmission, distribution or making available in any other form, merging, linking, as well as restriction, degradation, erasure, or destruction of information.
• 3.16. “Security Incident” means any actual or suspected unauthorised access, use, or disclosure of Client Data.

4. ACCEPTANCE AND CAPACITY

By using the Services, you accept these Terms and warrant that you have the legal capacity and authority to bind yourself or the entity you represent.

5. SCOPE OF USE AND LICENCE

• 5.1. We grant you a limited, non-exclusive, non-transferable licence to use the Website and where applicable, our Services, for your internal business purposes for the duration of your Order, subject to your compliance with these Terms.
• 5.2. You grant us a perpetual, worldwide, royalty-free licence to use any feedback you provide to improve the Services.
• 5.3. OUR OBLIGATION TO PROVIDE THE SERVICES IS CONTINGENT ON YOUR TIMELY COOPERATION AND PAYMENT OF ALL FEES. WE ARE NOT LIABLE FOR ANY DELAY OR FAILURE CAUSED BY YOUR FAILURE TO MEET THESE DEPENDENCIES.

6. FEES, TAXES AND PAYMENT

• 6.1. Fees are payable as set out in the relevant Order:
  • 6.1.1. All Fees typically include Value-Added Tax (“VAT”), which will be charged at the applicable rate under the Value-Added Tax Act 89 of 1991 and reflected on the invoice where required.
  • 6.1.2. Invoices are payable within 30 (thirty) days, or as otherwise agreed in writing.
• 6.2. We may suspend Services for non-payment on 3 (three) days’ written notice.
• 6.3. Any amount not paid on the due date shall accrue interest at a rate of Prime plus 2% (two percent) per annum, calculated daily from the due date until the date of actual payment, both days inclusive, and compounded monthly in arrears.
• 6.4. The Customer must notify the Company in writing of any dispute regarding an invoice within 14 (fourteen) days of the invoice date, failing which the invoice shall be deemed accepted as correct. Payment of the undisputed portion remains due and payable in accordance with these Terms.
• 6.5. The Customer shall not be entitled to withhold, defer or set off any payment due to the Company against any amount owing by the Company to the Customer, unless the Company has provided its prior written consent.
• 6.6. The Company may amend its fees and charges from time to time, provided that it gives the Customer at least 60 (sixty) days’ prior written notice of any such increase. Any increase shall take effect only upon renewal of the then-current subscription or term, and shall not apply to fees already invoiced for a current period.
• 6.7. Any services we provide outside the scope of standard subscription or packaged offerings shall be delivered on a time-and-materials basis, charged at our then-current standard rates, plus reimbursement of all reasonable travel, accommodation, and out-of-pocket expenses actually incurred.
• 6.8. Unless otherwise agreed in writing, all invoices for such services and expenses shall be payable in accordance with the payment terms set out in these Terms.
• 6.9. Deliverables produced under such services shall be deemed accepted upon completion, unless you provide us with a written notice specifying any material, unresolved issues within 10 (ten) Business Days of delivery. If no such notice is received, the deliverables will be treated as accepted in full.
• 6.10. If we make an administrative or clerical error on an invoice (including undercharging, overcharging, or omission of amounts properly due), we may issue a corrected invoice, and you remain liable for the correct amount; provided that where the parties have expressly agreed in writing (including by email) to a specific fee or scope, that agreed amount will prevail over any conflicting invoice, and no invoice may exceed the agreed fee unless the scope or pricing has been varied in writing (including email) and accepted by you, while any undercharge or omission may be corrected at any time, without prejudice to your right to dispute invoices.

7. CONSUMER RIGHTS

• 7.1. This clause 7 applies only to the extent that you are a "consumer" protected by the CPA or ECTA.
• 7.2. In terms of section 44 of ECTA:
  • 7.2.1. If you are a consumer as defined under ECTA, you may cancel any online order for goods or services without reason or penalty by giving us written notice within 7 (seven) days of:
    • • the date of delivery of the goods; or
    • • the date you receive the terms of service (in the case of services).
  • 7.2.2. If you exercise this right of cancellation above:
    • • we will refund all payments received from you in full within 30 (thirty) days of receiving your cancellation;
    • • you are liable only for the direct cost of returning the goods (if applicable); and
    • • you are not liable for any original delivery, shipping, loading, or other charges.
  • 7.2.3. This 7-day cancellation right under ECTA applies specifically to online transactions and replaces the 5-day period in section 16(3) of the CPA.
• 7.3. Delivery of goods or performance of services will be done within 30 (thirty) days of acceptance of your order, unless otherwise agreed. If we fail to do so, you may cancel the agreement by giving us at least 7 (seven) days’ written notice, in which case we must refund all payments received from you in full.
• 7.4. You will not be penalised for exercising your statutory cooling-off rights.
• 7.5. We warrant that the Services will be of good quality and reasonably fit for the purposes for which they are generally intended, subject to the provisions of section 56 of the CPA.

8. ACCEPTABLE USE

You will use the Services lawfully and will not:

• 8.1. infringe any rights;
• 8.2. transmit malicious code;
• 8.3. sending spam or unsolicited bulk communications;
• 8.4. automated or unlawful data scraping or hacking;
• 8.5. intrusion into, or interference with, our security or others’ accounts;
• 8.6. hosting or sharing illegal content;
• 8.7. Scrape or attempt to scrape any of our sites or that of our Affiliates;
• 8.8. use in violation of sanctions or export laws
• 8.9. DDoS or other attacks on the service;
• 8.10. attempt to gain unauthorised access; or
• 8.11. use the Services for high-risk activities where failure could result in death or personal injury, unless expressly agreed in an Order.
• 8.12. You agree that, during the term of these Terms and for a period of 12 (twelve) months after their termination or expiry, you will not, directly or indirectly, solicit, induce, or attempt to solicit or induce any of our employees, consultants, or contractors to terminate their relationship with us or to work for you or any third party, without our prior written consent. If you breach this clause, you agree to pay us liquidated damages equal to 12 (twelve) months of the employee’s or contractor’s gross remuneration at the time of termination, as a genuine pre-estimate of the loss we will suffer and not as a penalty.

9. ACCOUNT MANAGEMENT

• 9.1. You are responsible for all activity under your accounts and for safeguarding your credentials.
• 9.2. NOTIFY US IMMEDIATELY IF YOU SUSPECT UNAUTHORISED ACCESS TO YOUR ACCOUNT. WE ARE NOT LIABLE FOR LOSSES ARISING FROM YOUR FAILURE TO KEEP YOUR CREDENTIALS SECURE.

10. SHARED SECURITY RESPONSIBILITIES

• 10.1. We implement appropriate technical, physical, and administrative safeguards to protect the Services, consistent with industry standards. These safeguards are designed to help maintain the availability, integrity, and confidentiality of the Services.
• 10.2. UNLESS EXPRESSLY AGREED OTHERWISE IN WRITING, YOU ARE RESPONSIBLE FOR SECURING YOUR OWN SYSTEMS, DATA, AND CONTENT WHEN USING THE SERVICES. THIS INCLUDES, WITHOUT LIMITATION:
  • 10.2.1. MAINTAINING CURRENT AND COMPLETE BACKUPS OF YOUR DATA;
  • 10.2.2. SECURING YOUR OWN DEVICES, NETWORKS, AND STORAGE ENVIRONMENTS; AND
  • 10.2.3. ENSURING THE PROTECTION OF YOUR LOGIN CREDENTIALS AND ACCESS CONTROLS.
• 10.3. The parties acknowledge a shared responsibility model: while we provide safeguards for the Services themselves, you are responsible for safeguarding your data, backups, and user access within the Services.

11. CLIENT AUDITS

If you are an enterprise client and are required by law or a regulator to audit our security controls, you may do so subject to the following conditions:

• 11.1. you must provide at least 30 days’ prior written notice;
• 11.2. the audit will be conducted at your sole expense;
• 11.3. the audit may occur no more than once per calendar year;
• 11.4. your auditors must sign a confidentiality agreement acceptable to us;
• 11.5. the scope must be reasonable and limited to the security of the Services we provide to you.

12. DATA PROTECTION, POPIA AND GDPR

• 12.1. You are the Responsible Party (Controller) for Personal Information in your Client Data; we act as your Operator (Processor).
• 12.2. CLIENT WARRANTIES. YOU WARRANT THAT:
  • 12.2.1. YOU HAVE A LAWFUL BASIS FOR PROCESSING ALL PERSONAL INFORMATION IN YOUR CLIENT DATA; AND
  • 12.2.2. YOUR INSTRUCTIONS TO US WILL COMPLY WITH ALL APPLICABLE LAW.
• 12.3. You instruct and authorise us to process and transfer Client Data across borders as necessary to provide the Services. Such transfers will be subject to a legally recognised transfer mechanism (such as your consent, or the EU's Standard Contractual Clauses).
• 12.4. Any such transfer will be done in compliance with Section 72 of POPIA and will be subject to a legally recognised transfer mechanism; for example, your explicit consent, or a binding agreement ensuring an adequate level of data protection.
• 12.5. By using the Services, you consent to such transborder transfers to the extent required under law.
• 12.6. Where we process Personal Information on your behalf, we shall:
• 12.6.1. process such Personal Information only on your documented instructions;
• 12.6.2. ensure that persons authorised to process Personal Information are bound by confidentiality obligations;
• 12.6.3. implement appropriate technical and organisational measures to ensure the security of processing;
• 12.6.4. assist you, as the Responsible Party, in responding to requests by data subjects to exercise their rights under POPIA; and
• 12.6.5. make available information necessary to demonstrate compliance with this clause.
• 12.7. If we become aware of a breach of security leading to the accidental or unlawful access to, loss of, or disclosure of your Personal Information, we will notify you and the Information Regulator as soon as reasonably possible in accordance with section 22 of POPIA.

13. ARTIFICIAL INTELLIGENCE (AI) SERVICES AND APIS

• 13.1. ACCURACY DISCLAIMER. YOU ACKNOWLEDGE THAT AI SERVICES MAY PRODUCE INACCURATE OR BIASED OUTPUT ("HALLUCINATIONS"). YOU ARE RESPONSIBLE FOR INDEPENDENTLY VALIDATING ANY AI-GENERATED OUTPUT BEFORE USE.
• 13.2. HIGH-RISK USE PROHIBITED. YOU MUST NOT USE AI SERVICES FOR HIGH-RISK ACTIVITIES, INCLUDING MEDICAL DIAGNOSIS, OR LEGAL OR FINANCIAL ADVICE.
• 13.3. As between the Parties, and subject to our underlying Intellectual Property Rights in the Services, you own all rights in the Generated Output. You grant us a non-exclusive, worldwide licence to use the Generated Output internally to provide, maintain, and improve the Services.
• 13.4. We will not use your Client Data to train our general, publicly available AI models without your prior written consent. By using such third-party services through our platform, you accept that we are not responsible for, and disclaim liability in respect of, any training or processing carried out by those third parties, and that you remain responsible for ensuring that you have obtained all necessary rights, consents and authorisations to permit such processing. Unless expressly stated otherwise in the relevant API documentation, AI-related calls may be processed on infrastructure outside South Africa and may therefore involve cross-border transfers of Personal Information in terms of section 72 of POPIA. Certain verification endpoints, such as South African Identity Document verification, are processed locally and are not used for model training.
• 13.5. You acknowledge that if we integrate third-party AI services to deliver functionality, those third-party providers may process or utilise Client Data for their own model training or improvement purposes, except where the third party’s API documentation explicitly states that no such training occurs.
• 13.6. We will identify in our API documentation any AI services that do not use Client Data for training.
• 13.7. All processing of Personal Information via the AI Services will comply with Applicable Law, including POPIA.
• 13.8. You warrant that you have obtained all necessary data subject consents or have another lawful basis (as defined in POPIA) for us and any third-party AI service to process Personal Information in your Client Data.
• 13.9. If you use our API to process personal information (including identity lookups), you warrant that you have a lawful basis and that you will maintain an auditable record of consent identifying the data subject, scope, method and date/time; each request to such endpoints must include a verifiable consent reference issued by you (for example a unique “consent_reference” or equivalent that links to your record) and we may reject any request that lacks a valid consent reference; any use of the API without a valid consent reference constitutes a material breach of these Terms and may be unlawful under POPIA and ECTA; you are solely responsible for safeguarding API keys and all usage, charges or losses arising from exposed, compromised, misused or excessive calls (including by contractors or third parties) remain your liability, and you should enable threshold notifications and manage prepaid credits prudently as over-funding is at your own risk; our currency and identity data may rely on third-party feeds and market availability, and accuracy or availability can vary (including ZAR rates over weekends) and we accept no liability for reliance on data that is delayed, inaccurate or unavailable except to the extent liability cannot be excluded under applicable law; we may impose fair-use limits and may suspend or terminate API access where we reasonably believe there is misuse, non-compliance or a risk to service stability or security.
• 13.10. We may suspend or terminate your access to AI Services if we reasonably believe you are misusing them or otherwise violating these Terms.

14. DATA RETENTION AND DELETION

• 14.1. We retain Personal Information only for as long as it is necessary to achieve the purpose for which it was collected, or as required by law, in accordance with section 14 of POPIA.
• 14.2. After termination of your account, you will have a 30-day window to access and export your data. After this period, we will securely delete or irrevocably anonymise your data, unless we are legally obliged to retain it.
• 14.3. Destruction or deletion of Personal Information will be carried out in a manner that prevents its reconstruction in an intelligible form, as required by section 24 of POPIA.
• 14.4. We may retain anonymised or aggregated data that does not identify you, for legitimate business purposes such as analytics, service improvement, and research.
• 14.5. We may offer extended data retention services as a separate, paid service subject to a specific Order.

15. SERVICE LEVELS AND MAINTENANCE

• 15.1. All hosting services are provided by Namhost (Pty) Ltd. Teruza acts solely as a reseller and does not provide hosting directly.
• 15.2. Uptime commitments, service credits, and warranties are limited to those provided by Namhost. Teruza disclaims any liability for hosting-related outages, interruptions, or breaches beyond the scope of Namhost’s obligations under its own service level agreements and terms and conditions of use.
• 15.3. THOSE CREDITS ARE YOUR SOLE AND EXCLUSIVE CONTRACTUAL REMEDY FOR AVAILABILITY ISSUES, WITHOUT PREJUDICE TO ANY NON-EXCLUDABLE RIGHTS YOU MAY HAVE UNDER APPLICABLE LAW, INCLUDING THE CPA.

16. ACCOUNT SECURITY

• 16.1. Users are strictly prohibited from sharing their login credentials (including usernames, passwords, multi-factor authentication tokens, or access keys) with any other individual.
• 16.2. Each user must access the Services using unique credentials assigned to them. Shared or group accounts are not permitted.
• 16.3. Users must adhere to the principle of “least-privilege” access. We strongly recommend that each user is granted only those permissions necessary to perform their specific role or task.
• 16.4. You remain responsible for all activities conducted under your account. If you become aware of, or suspect, any unauthorised use of your credentials, you must notify us immediately.

17. INTELLECTUAL PROPERTY

• 17.1. We retain all intellectual property rights in and to our pre-existing materials, core code, base code, modules, frameworks, libraries and the Services (“Background IP”). Deliverables developed specifically for you (“Foreground IP”) may incorporate Background IP. Subject to full and final payment of all amounts due under the applicable Order, ownership of Foreground IP (excluding Background IP) shall transfer to you. Background IP shall at all times remain our exclusive property, and nothing in these Terms shall operate as an assignment of Background IP. To the extent that Background IP is embedded in any deliverables, we grant you a perpetual, non-exclusive, non-transferable licence to use such Background IP strictly as incorporated in those deliverables for your internal business purposes, subject to any Direct Agreement with you. Until full payment is received, all right, title and interest in the deliverables (including Foreground IP) remains vested in us, and you are granted only a limited licence to use them for evaluation and internal purposes.

18. OFF-SITE AND PROFESSIONAL SERVICES

• 18.1. If we perform Services at your premises, you warrant that the premises are safe and comply with all applicable health and safety laws.
• 18.2. YOU INDEMNIFY US AGAINST ANY LOSS ARISING FROM INJURY TO OUR PERSONNEL OR DAMAGE TO OUR PROPERTY CAUSED BY YOUR NEGLIGENCE OR A BREACH OF THIS WARRANTY.

19. AUTHORITY WARRANTY

If you accept on behalf of an entity, you are duly authorised; failing which you accept personal liability.

20. LICENSE RESTRICTIONS

Except as expressly permitted in these Terms, you shall not, and shall not permit any third party to:

• 20.1. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except to the limited extent expressly permitted under applicable law notwithstanding this prohibition;
• 20.2. modify, adapt, translate, or create derivative works of the Software, other than strictly necessary integrations with your internal systems;
• 20.3. circumvent, disable, or otherwise interfere with any usage limits, authentication, digital rights management, or security-related features of the Software;
• 20.4. use the Software to develop, train, or operate any product or service that competes, directly or indirectly, with our offerings;
• 20.5. resell, sublicense, distribute, lease, rent, or otherwise make the Software available to any third party, except to your permitted Affiliates under these Terms; or
• 20.6. conduct, or attempt to conduct, any penetration testing, security testing, or vulnerability scanning of the Software without our prior written consent.

21. AUDIT RIGHTS

• 21.1. Where either party retains audit rights under these Terms or a related agreement, such audits shall be exercised subject to the following conditions:
  • 21.1.1. audits must be conducted only during normal business hours;
  • 21.1.2. the auditing party must provide reasonable prior written notice;
  • 21.1.3. audits shall be carried out in a manner designed to avoid undue disruption to the operations of the other party; and
  • 21.1.4. all site-specific policies, procedures, and security requirements of the audited party must be strictly observed.
• 21.2. Each party shall bear its own costs of an audit, unless otherwise agreed in writing.

22. DIRECT MARKETING

• 22.1. All electronic direct marketing communications (including emails, SMS, or other electronic messages) shall only be sent with the prior opt-in consent of the recipient, as required by section 69 of POPIA.
• 22.2. Each marketing communication must clearly identify the sender, include valid contact details, and contain an easy and effective opt-out mechanism (such as an unsubscribe link).
• 22.3. No unsolicited direct marketing may be sent without valid consent.

23. SURVIVAL CLAUSE

• 23.1. Notwithstanding the termination or expiry of these Terms, the following provisions shall continue in full force and effect:
  • 23.1.1. all obligations relating to payment of fees (including any arrears);
  • 23.1.2. confidentiality and non-disclosure obligations;
  • 23.1.3. any intellectual property licences or usage restrictions expressly stated to survive termination;
  • 23.1.4. data protection and privacy obligations (including breach notification, retention, and cross-border transfer provisions);
  • 23.1.5. limitations and exclusions of liability;
  • 23.1.6. indemnities; and
  • 23.1.7. governing law and jurisdiction.
• 23.2. Any other provision which, by its nature or necessary implication, is intended to survive termination or expiry shall also remain in force.

24. SECURITY INCIDENT COOPERATION

• 24.1. In the event of a security incident affecting shared systems, networks, or data, both parties agree to cooperate fully in the investigation and remediation of such incident.
• 24.2. Each party shall:
  • 24.2.1. promptly share all relevant information relating to the incident, to the extent permitted by applicable law;
  • 24.2.2. coordinate its response and remediation activities with the other party in good faith; and
  • 24.2.3. take all reasonable steps to mitigate any adverse effects of the incident.
• 24.3. Nothing in this clause shall limit either party’s independent obligations under applicable law (including notification duties under POPIA).

25. CONFIDENTIALITY

• 25.1. Each party shall:
  • 25.1.1. keep all Confidential Information strictly secret;
  • 25.1.2. not disclose Confidential Information to any third party without prior written consent, except to employees, contractors, or advisers who need to know the information and are bound by confidentiality duties; and
  • 25.1.3. use Confidential Information only for the purpose of performing obligations or exercising rights under these Terms.
• 25.2. Confidential Information does not include information that:
  • 25.2.1. is or becomes publicly available without breach of these Terms;
  • 25.2.2. was already lawfully in the possession of the receiving party before it was shared;
  • 25.2.3. is obtained lawfully from a third party without any duty of confidentiality; or
  • 25.2.4. is independently developed without reference to or use of Confidential Information.
• 25.3. The duty of confidentiality applies for 5 (five) years after the information is first shared, except that protection of trade secrets continues indefinitely for so long as the information remains a trade secret under applicable law.
• 25.4. If either party is legally required to disclose Confidential Information, that party must (to the extent legally permitted) give prompt notice to the other and cooperate in seeking protective measures.

26. ELECTRONIC COMMUNICATIONS AND SIGNATURES

• 26.1. The parties agree that communications, contracts, and notices exchanged electronically shall be valid and binding.
• 26.2. In terms of ECTA, a contract, signature, or notice shall not be denied legal effect solely because it is in electronic form.
• 26.3. Accordingly, agreements or orders placed electronically, including acceptance via checkbox, click-through, or electronic signatures, shall have the same legal effect as documents executed in writing and signed by hand.
• 26.4. Each party accepts that electronic records maintained in the ordinary course of business may be used as evidence of the content and timing of communications.

27. SUSPENSION AND TERMINATION

• 27.1. Either party may terminate for a material breach that is not remedied within 15 days of written notice.
• 27.2. We may suspend the Services immediately:
  • 27.2.1. for your breach of this Agreement;
  • 27.2.2. if required by law;
  • 27.2.3. to prevent imminent harm to our systems, the Services, or other clients; or
  • 27.2.4. to perform emergency maintenance. We will provide notice where commercially practicable.

28. INCIDENT NOTIFICATION

• 28.1. We will notify you without undue delay after becoming aware of a Security Incident.
• 28.2. YOU WILL NOTIFY US IN WRITING WITHIN 24 (TWENTY-FOUR) HOURS AFTER BECOMING AWARE OF ANY SECURITY INCIDENT WITHIN YOUR OWN SYSTEMS THAT HAS A MATERIAL IMPACT OR COULD REASONABLY BE EXPECTED TO MATERIALLY IMPACT THE SERVICES PROVIDED TO YOU UNDER THIS AGREEMENT.

29. WARRANTIES AND DISCLAIMER

• 29.1. EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED “AS IS”. WE DISCLAIM ALL OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE FULLEST EXTENT PERMITTED BY LAW.
• 29.2. ALL HOSTING SERVICES ARE PROVIDED EXCLUSIVELY THROUGH NAMHOST (PTY) LTD, A GROUP COMPANY AND AFFILIATE OF TERUZA. TERUZA IS NOT A HOSTING PROVIDER AND ACTS SOLELY AS A RESELLER OF NAMHOST’S SERVICES. ALL WARRANTIES, SERVICE LEVELS, AVAILABILITY COMMITMENTS, SERVICE CREDITS, AND SECURITY OBLIGATIONS RELATING TO HOSTING ARE LIMITED TO THOSE EXPRESSLY PROVIDED BY NAMHOST UNDER ITS OWN TERMS, AND TERUZA DISCLAIMS ALL LIABILITY FOR HOSTING-RELATED FAILURES, OUTAGES, INTERRUPTIONS OR BREACHES BEYOND NAMHOST’S OBLIGATIONS. IF NAMHOST IS SOLD OR TRANSFERRED, HOSTING WILL REMAIN EXCLUSIVE TO THE SUCCESSOR, SUBJECT TO ANY NEW TERMS AGREED WITH THAT SUCCESSOR.

30. LIMITATION OF LIABILITY

• 30.1. NEITHER PARTY IS LIABLE FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL LOSS.
• 30.2. EACH PARTY’S TOTAL AGGREGATE LIABILITY IN ANY 12-MONTH PERIOD IS LIMITED TO THE TOTAL FEES PAID OR PAYABLE BY YOU FOR THE RELEVANT SERVICES IN THAT PERIOD.
• 30.3. The limitations above do not apply to:
  • 30.3.1. a party's indemnification obligations;
  • 30.3.2. liability for fraud, wilful misconduct, or gross negligence;
  • 30.3.3. death or personal injury caused by negligence; or
  • 30.3.4. any liability that cannot be lawfully limited.
• 30.4. Nothing in these Terms affects or limits any statutory consumer rights or remedies which cannot lawfully be excluded, including those preserved under Chapter 2 of the CPA.

31. INDEMNITIES

• 31.1. YOU INDEMNIFY AND HOLD HARMLESS TERUZA AGAINST ANY AND ALL LOSS ARISING FROM:
  • 31.1.1. your breach of this Agreement;
  • 31.1.2. any claim that Client Data infringes third-party rights; or
  • 31.1.3. any Security Incident caused by your negligence or failure to implement required security controls.
• 31.2. We shall defend, indemnify, and hold you harmless against any claim made by a third party that the Services, software, or deliverables provided by us under these Terms infringe that third party’s intellectual property rights, provided that:
  • 31.2.1. you promptly notify us in writing of the claim;
  • 31.2.2. you give us sole control of the defence and settlement of the claim (except that we may not settle any claim without your prior written consent unless it unconditionally releases you of all liability); and
  • 31.2.3. you provide us, at our cost, with all reasonable assistance in defending the claim.
• 31.3. If any part of the Services, software, or deliverables is found, or in our opinion is likely to be found, to infringe third-party rights, we may, at our option and expense:
  • 31.3.1. procure the right for you to continue using them;
  • 31.3.2. modify them so they become non-infringing; or
  • 31.3.3. replace them with non-infringing equivalents of substantially similar functionality.
• 31.4. This indemnity shall not apply to the extent that the claim arises from:
  • 31.4.1. your use of the Services or deliverables in breach of these Terms;
  • 31.4.2. modifications made by you or on your behalf without our authorisation; or
  • 31.4.3. use of the Services or deliverables in combination with any other product or service not supplied by us, where the infringement would not have arisen but for such combination.

32. DISPUTE RESOLUTION, GOVERNING LAW AND JURISDICTION

• 32.1. These Terms are governed by the laws of the Republic of South Africa.
• 32.2. The parties will first attempt to resolve disputes through senior management.
• 32.3. Subject to the above, the parties consent to the exclusive jurisdiction of the High Court of South Africa, Western Cape Division. NOTHING IN THIS CLAUSE PREVENTS TERUZA FROM SEEKING INTERDICTORY RELIEF OR ENFORCING A JUDGMENT IN ANY OTHER APPROPRIATE JURISDICTION. For clients domiciled outside of the Republic of South Africa, any dispute may, at our sole discretion, be referred to final and binding arbitration in Cape Town under the rules of the Arbitration Foundation of Southern Africa (AFSA).
• 32.4. Nothing in these Terms is intended to, or shall be interpreted to, exclude, limit, or waive any rights or remedies that are mandatory under South African law, including those provided under the Consumer Protection Act 68 of 2008 (“CPA”).
• 32.5. In particular, all statutory warranties, guarantees, and remedies available to consumers under Chapter 2 of the CPA, including rights to repair, replacement, or refund, are preserved and remain fully enforceable, notwithstanding any contrary provision in these Terms.
• 32.6. To the extent of any conflict between these Terms and mandatory provisions of the CPA, the provisions of the CPA shall prevail.
• 32.7. This Agreement is governed by South African law. The UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply, even if any party is outside South Africa.
• 32.8. YOU HEREBY CONSENT, IN TERMS OF SECTION 45 OF THE MAGISTRATES’ COURTS ACT 32 OF 1944, TO OUR RIGHT TO INSTITUTE ANY LEGAL PROCEEDINGS FOR THE RECOVERY OF AMOUNTS DUE TO US, OR FOR ANY OTHER RELIEF ARISING FROM THESE TERMS, IN THE MAGISTRATES’ COURT OF COMPETENT JURISDICTION, NOTWITHSTANDING THAT THE AMOUNT CLAIMED MAY EXCEED THE NORMAL MONETARY JURISDICTION OF THAT COURT.

33. FORCE MAJEURE

• 33.1. Neither party is liable for failure to perform due to an event beyond its reasonable control, including natural disasters, acts of government, pandemics, epidemics, government-imposed restrictions, war, terrorism, civil unrest, strikes, or widespread power or telecommunications failures, load‑shedding, widespread power and major network outages (a "Force Majeure Event").
• 33.2. If a Force Majeure Event continues for a period of more than sixty (60) consecutive days, either party may terminate this Agreement by providing written notice to the other party.

34. API USAGE TERMS

If you access any Teruza application programming interface (API) as part of the Services, the following additional terms apply:

• 34.1. Consent Requirement. You must obtain valid, lawful consent before using our APIs to process or access any Personal Information. You may not set the “consent” field to “true” unless such consent has in fact been obtained. Any breach of this requirement will be deemed a material breach of these Terms.
• 34.2. API Key Misuse. You are solely responsible for safeguarding your API keys and credentials. Any usage, charges, or losses arising from exposed or misused API keys, including excessive or unintended API calls, remain your responsibility. You are encouraged to configure threshold notifications to monitor your credit usage.
• 34.3. Currency API Accuracy. The currency API depends on third-party data providers and international market feeds. Exchange rates may be delayed, unavailable, or inaccurate, particularly during market closures (for example, ZAR exchange rates over weekends). Teruza disclaims liability for any reliance placed on such data.
• 34.4. Suspension of API Access. Teruza may suspend or terminate your access to the API, without liability, if it reasonably believes that you are misusing the API, breaching these Terms, or otherwise jeopardising the stability or security of the Services.
• 34.5. Rate Limits. We reserve the right to impose fair-use rate limits on API usage. Where your use exceeds such limits, we may throttle, restrict, or suspend API calls to ensure the stability and availability of the Services.
• 34.6. You must not include Personal Information or other sensitive data in API keys, tokens, or URLs. You remain responsible for ensuring that identifiers and metadata are free of such information.
• 34.7. Lawful Basis. Any Personal Information transmitted through our API must be processed on a valid lawful basis under applicable law (including, without limitation, POPIA and GDPR).
• 34.8. You are solely responsible for your applications’ compliance with all applicable laws, regulations, and data-protection requirements when using the API.

35. GENERAL

• 35.1. You may not assign your rights without our prior written consent.
• 35.2. We may subcontract the performance of any of the Services, provided that such subcontracting does not relieve us of our primary obligations or liability to you under this Agreement.
• 35.3. THIS AGREEMENT, WITH ANY ORDERS, CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES. FOR THE AVOIDANCE OF DOUBT, ANY TERMS OR CONDITIONS APPEARING ON A PURCHASE ORDER OR SIMILAR DOCUMENT ISSUED BY YOU WILL NOT APPLY AND ARE HEREBY REJECTED.
• 35.4. Legal notices must be delivered by email to the addresses specified in clause 2.1 or as updated in writing.