Terms of Service and Use

Sethala (Pty) Ltd · Registration Number: 2012/163091/07

1. About these Terms

1.1 These Terms of Service and Use (“Terms”) govern:

a. access to and use of Sethala’s public website;

b. access to and use of the Sethala Nexus platform and any other Sethala-hosted platform, application, portal, API, mobile application or online service;

c. access to Services supplied by Sethala directly or made available through an authorised Reseller, partner or other service provider; and

d. the conduct of individual Users who access the Services.

1.2 The Website and Services are intended primarily for business and professional use. They are not directed at children unless Sethala expressly agrees otherwise for a specific service or use case.

1.3 If you do not agree to the provisions applicable to you, you may not use the relevant Services.

1.4 Certain Services may also be governed by a quotation, proposal, order, statement of work, licence agreement, service agreement, service level agreement, reseller agreement, Data Processing Agreement or other written agreement accepted by Sethala.

1.5 Where a written agreement signed or expressly accepted by Sethala conflicts with these Terms, that written agreement prevails only to the extent of the conflict and only in relation to the subject matter it specifically regulates.

1.6 A DPA or other data-protection addendum prevails over these Terms only to the extent necessary to regulate the Processing of Personal Information to which that document applies. It does not override commercial, intellectual-property, licensing, payment, service-level or liability provisions unrelated to that Processing unless expressly stated.

1.7 An agreement between a Customer and a Reseller or other third party does not bind Sethala unless Sethala has expressly accepted that obligation in writing.

1.8 IMPORTANT: Clauses 14, 16, 18, 22, 24 and 25 contain provisions concerning security limitations, service availability, operational risk, warranties, indemnities and limitations of Sethala’s liability. Customers and Users should read those provisions carefully before using the Services.

2. Definitions

Account means an account, tenant, organisation, subscription or other environment through which the Services are accessed.

Account Administrator means a User granted administrative or similar elevated access to an Account.

Customer means an organisation authorised to use the Services, whether the Services are obtained directly from Sethala or through an authorised Reseller.

Customer Data means data, information, content, records, files, device data, machine data, asset data, operational data, Personal Information and other information submitted, transmitted, collected or generated through the Services for or on behalf of a Customer as part of the Customer’s intended business use of the Services, excluding Service Data.

Confidential Information means any non-public information disclosed or made available by or on behalf of a party, whether oral, written, electronic or otherwise, that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, including business, commercial, technical, security, financial, pricing, product, customer and system information, but excluding information described in clause 13.2.

Customer Personal Information means Customer Data that constitutes Personal Information and that Sethala Processes on behalf of a Responsible Party.

Data Subject has the meaning given to it in POPIA.

DPA means, where applicable, a written data processing agreement between Sethala and a Responsible Party that directly appoints Sethala as Operator for specified Personal Information.

Operator has the meaning given to it in POPIA.

Personal Information has the meaning given to it in POPIA.

POPIA means the Protection of Personal Information Act 4 of 2013.

Processing has the meaning given to it in POPIA.

Reseller means an independent business authorised by Sethala to market, supply, administer or support specified Services.

Responsible Party has the meaning given to it in POPIA.

Service Data means technical, diagnostic, performance, security, audit, usage and system metadata generated by Sethala’s systems from the operation, administration or use of the Services, excluding Customer Data collected or generated as part of the Customer’s intended business use of the Services, including Customer IoT, device, asset or operational telemetry. To the extent Service Data constitutes Personal Information, it remains subject to applicable data-protection law.

Services means the Sethala Nexus platform and any other software, hosted application, portal, API, mobile application, infrastructure, support service or related technology supplied or made available by Sethala.

User means an individual who accesses or uses the Website or Services.

Website means www.sethala.com and any replacement public website operated by Sethala.

3. Acceptance and Authority

3.1 By accessing or using the Website, a User agrees to the provisions of these Terms applicable to Website use. If the User does not agree, the User must stop using the Website.

3.2 Each User must expressly accept these Terms before accessing Services where electronic acceptance is required.

3.3 A User who accepts these Terms is personally bound by the provisions regulating that User’s access, credentials, conduct and use of the Services.

3.4 If a User purports to create or administer an Account for an organisation, issue instructions on an organisation’s behalf, accept these Terms on behalf of an organisation, or otherwise purports to bind or exercise authority for an organisation, that User represents and warrants that he or she has the authority required to perform that action. An ordinary User who accepts these Terms only for his or her own use of the Services does not thereby represent that he or she is authorised to bind the organisation.

3.5 A User who does not have authority to bind an organisation does not acquire such authority merely by obtaining access to the Services.

3.6 Sethala may require evidence of identity, authority, employment, appointment or mandate before acting on an instruction, transferring administrative control or dealing with an Account dispute.

3.7 Sethala may ordinarily rely on instructions and actions received through authenticated Account Administrator credentials or from an authorised Reseller unless Sethala has actual notice that the relevant authority is disputed or compromised.

3.8 Where Sethala Processes Personal Information as a directly appointed Operator, these Terms do not replace the applicable DPA. Where Sethala performs authorised downstream Processing on behalf of a Reseller, Hosted Partner or other Operator, these Terms do not replace the applicable reseller, partner or supplier data-protection addendum or the upstream written Operator arrangements required by law.

4. Website Use and Information

4.1 The Website provides general information about Sethala, its capabilities, products and Services.

4.2 Unless Sethala expressly states otherwise in a binding written agreement, Website content:

a. is provided for general information and business discussion;

b. is not a binding quotation, offer, warranty, service level or technical specification;

c. does not create an agency, reseller, partnership or other commercial relationship;

d. may describe functionality or capabilities subject to technical, commercial, geographic, infrastructure or third-party requirements; and

e. may be corrected, changed, withdrawn or updated.

4.3 Submitting an enquiry, requesting information or receiving an automated acknowledgement does not conclude a contract for Services.

4.4 Users must not submit unnecessary confidential information, passwords, credentials, security information, special Personal Information or third-party information through a general enquiry form unless the information is reasonably necessary and the User is authorised to provide it.

4.5 Website content is not legal, financial, accounting, engineering, safety, cybersecurity or other professional advice.

5. Right to Use the Services

5.1 Subject to these Terms and any applicable agreement, Sethala grants authorised Users a limited, non-exclusive, non-transferable and revocable right to access and use the relevant Services for authorised business purposes.

5.2 The right of access is limited by the Services purchased or otherwise authorised, Account configuration, User roles and permissions, applicable usage limits, the Customer’s or Reseller’s continued entitlement to the Services, and compliance with these Terms and applicable agreements.

5.3 No source code, ownership right or intellectual-property right is transferred merely because a Customer or User accesses the Services.

5.4 Sethala may introduce additional or product-specific terms for new Services or functionality.

6. Reseller-Supplied Services

6.1 Some Customers obtain access to Services through a Reseller rather than contracting with Sethala directly for the commercial supply of those Services.

6.2 A Reseller is an independent contractor and is not Sethala’s agent and has no authority to bind Sethala, amend Sethala’s Terms, give warranties on Sethala’s behalf, accept liability on Sethala’s behalf, or commit Sethala to service levels, functionality or obligations not expressly agreed by Sethala.

6.3 The Customer’s commercial arrangements with a Reseller, including pricing, invoicing, payment, installation and reseller-provided support, are between the Customer and that Reseller unless Sethala expressly agrees otherwise.

6.4 Sethala is not responsible for independent representations, undertakings, charges, refunds, omissions or services of a Reseller.

6.5 A Reseller may be given administrative or support access to Customer Accounts. The Customer is responsible for ensuring that the Reseller is appropriately authorised to perform those functions.

6.6 Access to Services supplied through a Reseller may depend on the Reseller maintaining its contractual and payment obligations to Sethala.

6.7 If a Reseller’s entitlement to supply the Services ends, Sethala may suspend or terminate affected access. Sethala may, but is not obliged to, offer the affected Customer an alternative direct or partner arrangement.

7. Account Administration and User Responsibilities

7.1 The Customer is responsible for the Users it authorises to access its Account, except to the extent an applicable agreement places a particular administration function on Sethala or a Reseller.

7.2 Users must provide accurate information where required, keep login credentials confidential, use individual credentials and not share Accounts unless expressly permitted, use reasonable password and authentication practices, comply with role and access restrictions, notify the appropriate Account Administrator and Sethala promptly of suspected unauthorised access, and comply with applicable law and these Terms.

7.3 The Customer is responsible for reviewing and removing access when Users leave, change roles or no longer require access, unless that administration responsibility has expressly been allocated elsewhere.

7.4 Sethala is not responsible for internal disputes between a Customer, its personnel, Account Administrators or authorised Reseller concerning access or control.

7.5 Where there is a genuine dispute concerning control of an Account, Sethala may restrict administrative changes or suspend affected access until satisfactory authority is established.

8. Acceptable and Prohibited Use

Customers and Users may not:

a. use the Website or Services unlawfully;

b. undermine or attempt to undermine the security, integrity or availability of Sethala systems or networks;

c. obtain or attempt to obtain unauthorised access to any Account, system, network or data;

d. bypass authentication, access controls, rate limits, technical restrictions or security measures;

e. introduce malware, malicious code or harmful material;

f. interfere with the operation or performance of the Services;

g. use another person’s credentials without authority;

h. access Customer Data belonging to another Customer without authority;

i. conduct unauthorised vulnerability scanning, penetration testing or security testing;

j. use the Services for unlawful surveillance, tracking, profiling or monitoring;

k. process information through the Services without the required authority or lawful basis;

l. infringe intellectual-property, privacy, confidentiality or other rights;

m. reverse engineer, decompile, disassemble, extract source code from, modify or create unauthorised derivative works of Sethala software except to the extent that applicable law expressly prevents such restriction;

n. resell, sublicense, lease or commercially provide the Services unless authorised under a written Sethala reseller or partner arrangement;

o. repackage, resell, sublicense or otherwise commercially exploit leads, data or other information obtained through the Services unless expressly authorised;

p. scrape, crawl, harvest, bulk-extract or data-mine the Website, Services or associated data except where expressly authorised or required for ordinary search-engine indexing;

q. use Sethala software, documentation, content, outputs, interfaces or proprietary material as training, fine-tuning, evaluation or development material for an artificial-intelligence or machine-learning system without Sethala’s prior written permission, except where such restriction cannot lawfully apply;

r. impersonate Sethala or another person or misrepresent an affiliation with Sethala;

s. send spam, fraudulent enquiries, unsolicited bulk communications or abusive communications through or in connection with the Website or Services;

t. harass, threaten, abuse, bully or engage in seriously disrespectful conduct toward Sethala personnel, contractors, partners or other Users in connection with the Services; or

u. use the Services in a manner that exposes Sethala, another Customer or any third party to unreasonable security, legal or operational risk.

9. Intellectual Property

9.1 Sethala retains all right, title and interest in and to its pre-existing and independently developed technology, including Sethala Nexus, Sethala software and applications, source code and object code, APIs and interfaces, algorithms, structures, methods and processes, system architecture, documentation, designs, branding and trademarks, platform functionality, improvements, enhancements, modifications and related intellectual property.

9.2 Except for the limited right of use expressly granted, no intellectual-property rights are transferred to a Customer or User.

9.3 Bespoke software development is excluded from any automatic ownership rule in this clause. Ownership of customer-specific development, deliverables or intellectual property created under a bespoke development engagement is determined by the applicable signed proposal, development agreement or statement of work.

9.4 Third-party software, content, names, logos, trademarks and open-source components remain the property of their respective owners and are subject to applicable third-party rights and licences.

9.5 Users may view and, where technically enabled, print or download reasonable extracts of Website material for internal business evaluation, provided that proprietary notices are not removed and the material is not used in a misleading or infringing manner.

9.6 If a Customer or User voluntarily provides feedback, suggestions or ideas concerning Sethala’s Services, Sethala may use that feedback without restriction or payment, provided Sethala does not thereby obtain ownership of the Customer’s Confidential Information or Customer Data.

10. Customer Data

10.1 As between Sethala and the Customer, the Customer retains its rights in Customer Data, subject to any rights of third parties.

10.2 Subject to clause 10.3, the Customer grants Sethala a non-exclusive, worldwide right for the duration of the Services and for any additional period reasonably necessary for lawful backup, security, audit, legal-retention and post-termination requirements to receive, collect, host, copy, transmit, route, store, back up, organise, process, analyse, display, secure, troubleshoot and otherwise use Customer Data to the extent reasonably necessary to provide, operate, maintain, support, secure, administer, develop and improve the Services and perform Sethala’s obligations.

10.3 Where Customer Data constitutes Personal Information, Sethala’s Processing of that Personal Information remains subject to applicable data-protection law and, where applicable, the relevant DPA or data-protection addendum. Any use of Customer Personal Information for development or improvement purposes must be permitted by the applicable legal role, agreement, lawful instructions or applicable law.

10.4 Customer Data may include machine, device, telemetry, sensor, asset, operational and technical data that does not constitute Personal Information.

10.5 Sethala may analyse and use non-personal technical, machine, operational and usage information for legitimate purposes including operation of the Services, diagnostics, performance monitoring, security, capacity planning, analytics, troubleshooting, development, testing, improving existing Services and creating new or enhanced functionality.

10.6 Sethala may create aggregated, statistical or de-identified information from use of the Services and may use that information for legitimate business, technical, analytics, security, research and product-development purposes to the extent permitted by law. Where such information is derived from Personal Information, it must be de-identified to the extent required by POPIA and Sethala will not deliberately re-identify it or use it in a manner that unlawfully identifies a Customer or Data Subject.

10.7 Nothing in these Terms permits Sethala to disclose the Customer’s identifiable Confidential Information publicly merely because that information is not Personal Information.

10.8 As between the parties, Sethala retains its rights in Service Data and may use Service Data to operate, administer, secure, support, monitor, analyse, maintain, improve and develop the Services and for lawful compliance, audit and business-continuity purposes. Where Service Data contains Personal Information, Sethala will Process that Personal Information in accordance with applicable law and its Privacy, Data Protection & Cookies Notice.

11. Customer Responsibility for Data

11.1 The Customer is responsible for the Customer Data it or its authorised Users place into or cause to be collected through the Services, having the rights and authority required to use that data, determining whether its use of the Services is lawful, the accuracy and appropriateness of Customer Data, deciding which Users may access Customer Data, complying with applicable privacy and data-protection obligations, and lawful instructions given to Sethala.

11.2 Sethala is not required to independently investigate the provenance, lawfulness, accuracy or completeness of Customer Data unless expressly agreed.

11.3 Users must not place passwords, private keys, payment-card information, bank-account credentials, special Personal Information or other unnecessarily sensitive information into free-form fields or other areas not intended to receive such information.

12. Privacy and Data Protection

12.1 Sethala Processes Personal Information for its own business, account-administration, security, billing, support, legal and operational purposes as described in its Privacy, Data Protection & Cookies Notice.

12.2 The Privacy, Data Protection & Cookies Notice explains Sethala’s processing practices. A User may be required to acknowledge that Notice, but such acknowledgement must not be interpreted as blanket consent to every form of Processing described in it.

12.3 Where Sethala Processes Customer Personal Information as a directly appointed Operator for a Responsible Party, that Processing is additionally governed by the applicable DPA. Where Sethala Processes Customer Personal Information downstream on behalf of a Reseller, Hosted Partner or other Operator, the relevant data-protection addendum and authorised processing chain apply.

12.4 The Customer remains responsible for its own obligations under applicable data-protection law and for ensuring that Personal Information is lawfully provided for Processing through the Services.

12.5 The DPA applies to Personal Information within its scope. It does not convert non-personal machine, device, operational or technical data into Personal Information merely because that information is processed through the same system.

13. Confidential Information

13.1 Each party must take reasonable measures to protect Confidential Information received from the other against unauthorised access, use or disclosure.

13.2 Confidential Information does not include information that is lawfully public through no breach of confidentiality, was lawfully known to the receiving party without confidentiality restriction, is independently developed without use of the other party’s Confidential Information, or is lawfully obtained from a third party without confidentiality restriction.

13.3 Confidential Information may be disclosed to personnel, contractors, advisers and service providers who reasonably require it and are subject to appropriate confidentiality obligations, with the disclosing party’s authority, or where disclosure is required by law, court order or competent authority.

13.4 Confidentiality obligations survive termination for so long as the information remains confidential.

14. Security

14.1 Sethala will maintain appropriate and reasonable technical and organisational safeguards having regard to the nature of the Services, information processed and reasonably identifiable risks.

14.2 Security measures may evolve as technology, risk, infrastructure and Services change.

14.3 No internet-connected or electronic system can be guaranteed to be completely secure, uninterrupted or immune from attack.

14.4 Customers and Users are responsible for securing their own credentials, devices, internal networks, email accounts, user administration, access permissions and systems connected to the Services.

14.5 Sethala may require additional security controls, including multi-factor authentication, where reasonably appropriate.

14.6 Where Sethala reasonably believes an Account or credential is compromised, Sethala may reset credentials, restrict functionality or suspend access while the matter is investigated.

14.7 Security compromises involving Personal Information will be dealt with in accordance with applicable law and the relevant DPA, data-protection addendum or processing chain.

15. Third-Party Services, Devices and Integrations

15.1 Services may rely on or interoperate with third-party products, connectivity providers, networks, hardware, devices, APIs, operating systems, app stores, mapping services, hosting infrastructure or other third-party technologies.

15.2 Third-party services may be subject to their own terms, charges, availability and privacy practices.

15.3 Except where Sethala has expressly accepted responsibility in writing, Sethala does not control and is not responsible for independent third-party services, third-party representations, third-party outages, telecommunications or Internet availability, Customer-owned hardware, third-party device performance or changes made by third-party providers.

15.4 If a Customer elects to connect a third-party product or integration to the Services, the Customer authorises the technical exchange of data reasonably necessary for that integration, subject to applicable privacy and data-protection requirements.

15.5 The Customer is responsible for determining whether a third-party integration is appropriate and lawfully configured.

15.6 Sethala may lawfully receive referral fees, commissions, revenue-share payments or other commercial consideration from third-party providers or partners. Any such arrangement does not make the third party Sethala’s agent or transfer responsibility for the third party’s independent products or services to Sethala.

16. Availability, Maintenance and Changes

16.1 Sethala aims to provide reliable Services but does not promise uninterrupted, error-free or continuous availability unless an applicable written SLA expressly provides otherwise.

16.2 Nothing in these Terms creates a 24-hour support commitment. Support hours, response targets and service levels are those expressly stated in the relevant support agreement, SLA, quotation or other written service terms.

16.3 Services may be temporarily unavailable because of scheduled or emergency maintenance, software releases, infrastructure changes, Internet or telecommunications failures, third-party failures, security events, force-majeure events or other operational circumstances.

16.4 Sethala may update, modify, enhance, replace or discontinue features as the Services evolve.

16.5 Where a material change is reasonably expected to have a substantial adverse effect on contracted functionality, Sethala will endeavour to provide reasonable notice where practical, subject to security, legal and operational requirements.

16.6 No service credit, refund or compensation is due for downtime or modification unless expressly provided in an applicable agreement or required by law.

17. Backups, Data Availability and Export

17.1 Where backup or recovery functionality forms part of the Services, Sethala will operate that functionality in accordance with its applicable technical and operational processes.

17.2 Backup systems are primarily intended for operational resilience and disaster recovery and do not constitute an unlimited Customer archival service unless expressly agreed.

17.3 Customers should retain or export copies of information that they are independently required to retain where reasonably possible.

17.4 Sethala does not guarantee that every item of deleted, corrupted or lost Customer Data can be restored.

17.5 Data export, return, deletion and retention following termination are governed by the applicable agreement, any applicable DPA or data-protection addendum, available platform functionality and lawful retention requirements.

18. IoT, Monitoring and Operational Outputs

18.1 IoT, tracking, sensing and monitoring Services depend on factors that may include device condition, battery condition, connectivity, signal coverage, sensor accuracy, hardware placement, third-party networks, power, environmental conditions and Customer configuration.

18.2 Sethala does not warrant that telemetry, location, alerts, measurements or other operational information will be complete, instantaneous or accurate in every circumstance unless expressly warranted in writing.

18.3 Unless expressly certified and agreed by Sethala in writing for that purpose, a Service is not a primary life-preservation, medical, emergency-response or safety-critical system.

18.4 Customers remain responsible for maintaining legally required safety, emergency and operational systems independently of the Services where applicable.

19. Trials, Beta and No-Charge Services

19.1 Sethala may from time to time make trial, test, proof-of-concept, beta, preview or no-charge Services available.

19.2 Unless otherwise agreed in writing, those Services may be changed or withdrawn at any time, may contain incomplete functionality, may not be supported to the same level as production Services, and are provided for evaluation at the Customer’s risk.

19.3 No production SLA applies to a trial, beta or no-charge Service unless expressly agreed.

20. Fees, Payments, Renewal and Taxes

20.1 Fees, billing periods, payment terms, subscription periods, renewals and cancellation rights are governed by the applicable quotation, order, service agreement, reseller agreement or other commercial arrangement.

20.2 Where Sethala supplies recurring Services directly to a Customer and the applicable commercial agreement does not specify renewal or cancellation terms, the Services will automatically renew for successive periods equal to the applicable billing period unless either party gives at least 30 days’ written notice of termination, with termination taking effect at the end of the billing period during which that notice period expires. This fallback provision does not regulate a Customer’s payment or renewal arrangements with an independent Reseller and is subject to any different or longer cancellation, renewal or notice right required by mandatory law.

20.3 Where the Customer contracts directly with Sethala, the Customer must pay Sethala in accordance with the applicable payment terms.

20.4 Sethala may suspend Services where amounts due to Sethala remain unpaid, subject to any applicable agreement and law.

20.5 Where Services are purchased through a Reseller, the Customer’s payment obligations to the Reseller are governed by the Customer’s agreement with that Reseller.

20.6 Payment by an end customer to a Reseller does not constitute payment to Sethala unless the Reseller is expressly authorised to receive payment as Sethala’s agent.

20.7 The Customer is responsible for applicable taxes, duties, withholding taxes and statutory charges relating to its purchase or use of the Services except to the extent an applicable agreement or law provides otherwise.

21. Suspension and Termination

21.1 A Customer’s right to terminate commercially supplied Services is governed by the applicable agreement.

21.2 Sethala may suspend or restrict access immediately where reasonably necessary to protect security, prevent unauthorised access, protect another Customer, investigate suspected fraud or unlawful activity, comply with law or a competent authority, prevent material harm to Sethala’s infrastructure or Services, or address an Account or credential compromise.

21.3 Sethala may terminate affected Services where a material breach capable of remedy is not remedied within 14 days after written notice, or within any longer cure period required by mandatory law; a material breach cannot reasonably be remedied; the Services are used unlawfully; there is fraud, deliberate abuse or serious security misconduct; required fees remain unpaid in circumstances permitting termination; the Customer becomes subject to insolvency, liquidation or comparable proceedings to the extent permitted by law; Sethala is legally prohibited from continuing the relationship; or an underlying Reseller or other commercial entitlement required for access has ended.

21.4 Sethala may suspend before termination where suspension is reasonably sufficient to protect its interests.

21.5 Unless otherwise required by law or expressly agreed, termination does not entitle the Customer to a refund of amounts already due or paid.

21.6 Users whose access is revoked by the Customer cease to have a right to use the relevant Account immediately.

22. Warranties and Disclaimers

22.1 Sethala will provide Services with the level of skill and care expressly required by applicable law and any binding service agreement.

22.2 Except for express warranties in an applicable written agreement and rights that cannot lawfully be excluded, the Website and Services are provided on an “as is” and “as available” basis.

22.3 Sethala does not warrant that Services will be uninterrupted, Services will be error-free, every feature will remain available indefinitely, every third-party integration will remain compatible, all Customer Data can always be recovered, Services will achieve a particular business, financial, compliance, safety or operational outcome, or information produced by a Service eliminates the need for Customer judgement, verification or professional advice.

22.4 Where applicable law gives a Customer a non-excludable right or remedy in relation to a defective Service and permits Sethala to elect the remedy, Sethala may satisfy that obligation by correcting or re-performing the affected Service or by providing another remedy permitted by law.

23. Customer Warranties

23.1 The Customer warrants that it is entitled to use the Services, has authority over Customer Data it supplies or causes to be processed, its instructions to Sethala are lawful, its Users are appropriately authorised, it will comply with applicable law, it will not use the Services to infringe third-party rights, it will not use the Services for unlawful surveillance, tracking or Processing, information it supplies to Sethala for commercial and Account purposes is materially accurate, and where it instructs Sethala or a Reseller to perform an action affecting Customer Data, that instruction is properly authorised.

24. Indemnity

24.1 To the maximum extent permitted by law, the Customer indemnifies Sethala and its directors, employees, contractors and authorised service providers against third-party claims, losses, liabilities, regulatory consequences and reasonable legal costs to the extent arising from unlawful use of the Services by the Customer or its Users, Customer Data supplied without appropriate authority, infringement of a third party’s rights by Customer Data, unlawful Customer instructions, Customer breach of applicable privacy or data-protection obligations, unauthorised surveillance, tracking or monitoring carried out by the Customer, misuse of administrative access by the Customer or its Users, breach of these Terms by the Customer, or acts or omissions of Users for whom the Customer is responsible.

24.2 The indemnity does not apply to the extent that the relevant loss was caused by Sethala’s own conduct for which Sethala cannot lawfully exclude responsibility.

25. Limitation of Liability

25.1 To the maximum extent permitted by law, Sethala will not be liable for loss of profit, revenue, opportunity, anticipated savings, customers or goodwill; damage to reputation; indirect, incidental, consequential, exemplary, punitive or special loss; Customer decisions made using Service outputs; Customer Data entered, altered, deleted, exported or disclosed by the Customer, its Users or authorised Reseller; compromised Customer credentials or Customer-controlled systems; independent third-party services, networks, hardware or integrations; Customer failure to comply with law; unauthorised or unlawful Customer instructions; or events outside Sethala’s reasonable control.

25.2 Where Customer Data is lost or corrupted and Sethala has an applicable backup from which restoration is reasonably possible, Sethala’s obligation in respect of that loss is limited to taking reasonable steps to restore the affected data from available backups, subject to any stronger obligation expressly accepted in writing.

25.3 Sethala’s total aggregate liability arising out of or in connection with the affected Services and these Terms is limited to the fees paid or payable to Sethala that are attributable to the affected Customer or Services for the three-month period immediately preceding the event giving rise to the claim. Where fees are billed annually, irregularly or in advance, the cap will be calculated using the equivalent pro rata amount attributable to that three-month period.

25.4 Where a Customer obtains the Services through a Reseller and pays no fees directly to Sethala, the calculation in clause 25.3 is based on the fees paid or payable to Sethala by the relevant Reseller that are attributable to the affected Customer or Services for the equivalent three-month period.

25.5 A different liability cap expressly agreed by Sethala in writing applies to the relevant agreement to the extent stated.

25.6 Nothing in these Terms excludes or limits liability to the extent that applicable law does not permit it to be excluded or limited.

25.7 To the extent lawfully permitted and where appropriate to the nature of the claim, Sethala may first be given a reasonable opportunity to correct or re-perform an affected Service before a claim for monetary relief is pursued.

26. Force Majeure

26.1 Sethala is not liable for failure or delay caused by events beyond its reasonable control, including telecommunications failures, widespread infrastructure failures, utility interruption, natural disaster, fire, flood, epidemic, civil unrest, industrial action, governmental action, cyber incidents not reasonably preventable through appropriate safeguards, war, sanctions or failure of critical third-party infrastructure.

27. Export, Sanctions and Legal Restrictions

27.1 Users may not use the Services in breach of applicable trade-control, sanctions or export laws.

27.2 Sethala may refuse, restrict, suspend or terminate access where reasonably necessary to comply with applicable law or avoid material regulatory or sanctions risk.

28. Electronic Communications and Notices

28.1 The parties agree that communications and records may be exchanged electronically where legally permitted.

28.2 Sethala may send operational, security, contractual and service notices to the email address associated with an Account or through the Services.

28.3 Users and Customers are responsible for maintaining current contact information.

28.4 Formal contractual notices to Sethala must be sent to the notice address specified in the applicable agreement or, if none is specified, to [email protected] and the physical address stated in clause 34.

28.5 Sethala’s physical address stated in clause 34 is its nominated address for contractual notices and, where legally permissible, service of legal process, unless Sethala notifies the Customer of a replacement address.

29. Changes to the Services and these Terms

29.1 Sethala may update these Terms to reflect changes in Services, technology, security requirements, business models, legal or regulatory requirements or operational practices.

29.2 Changes do not apply retrospectively to completed events.

29.3 Sethala will endeavour to give reasonable notice of material changes where practical.

29.4 Sethala may make changes immediately where reasonably necessary for security, legal, regulatory or urgent operational reasons.

29.5 Sethala may require Users to expressly re-accept an updated version before continuing to use the Services.

29.6 Sethala may retain electronic records identifying the version accepted, Account, User and date or time of acceptance.

29.7 Continued use after the effective date of an updated version may constitute acceptance to the extent permitted by law, but this does not remove Sethala’s ability to require express re-acceptance.

30. Relationship of the Parties

30.1 Nothing in these Terms creates an employment, partnership, joint venture, fiduciary or agency relationship between Sethala and a Customer, User or Reseller.

30.2 No Reseller may bind Sethala except to the extent Sethala has expressly authorised it in writing.

31. Assignment

31.1 A Customer may not assign, cede, delegate or transfer its rights or obligations under these Terms without Sethala’s prior written consent, except where an applicable written agreement expressly permits it.

31.2 To the extent permitted by law, Sethala may assign, cede, delegate or transfer its rights or obligations under these Terms without Customer consent to an affiliate, successor, purchaser or other entity acquiring or succeeding to all or a material part of the relevant business, assets, technology or Services.

31.3 Sethala may cede, assign or otherwise transfer monetary claims, payment rights or related security rights to a funder, financier or other financial counterparty to the extent permitted by law, without transferring Sethala’s service-performance obligations to that party.

32. General

32.1 Failure to enforce a provision does not waive that provision or any other right.

32.2 If any provision is invalid or unenforceable, it will be severed or limited to the minimum extent necessary and the remaining provisions continue in force.

32.3 Headings are for convenience and do not affect interpretation.

32.4 The words “include”, “includes” and “including” are not words of limitation.

32.5 Provisions that by their nature are intended to continue after termination survive termination, including intellectual property, confidentiality, data protection, accrued payment obligations, indemnities, liability limitations and dispute provisions.

32.6 Nothing in these Terms excludes, restricts or modifies any right, remedy, guarantee or obligation that applicable mandatory law does not permit the parties to exclude, restrict or modify.

33. Governing Law and Jurisdiction

33.1 These Terms are governed by the laws of the Republic of South Africa.

33.2 Subject to any binding dispute-resolution mechanism contained in an applicable written agreement, the parties submit disputes relating to these Terms to the competent courts of South Africa.

33.3 Nothing prevents Sethala from seeking urgent or interim relief from a competent court where necessary to protect its intellectual property, systems, Confidential Information, Customer Data or other legal rights.

34. Company Information