MASTER TERMS AND CONDITIONS

04 QUOTATIONS

4.1 Non-Binding Quotations

Unless expressly stated otherwise in writing, all quotations issued by the Company are estimates only and do not constitute a binding offer.

4.2 Quotation Validity

Unless otherwise stated, quotations remain valid for seven (7) calendar days from the date of issue. After expiry, the quotation automatically becomes null and void without further notice.

4.3 Pricing Errors

Should any quotation contain an incorrect price due to:

• Human error
• Employee error
• Administrative error
• Typographical error
• Software malfunction
• Billing system error
• Artificial intelligence error
• Supplier pricing error
• Exchange rate fluctuations
• Incorrect product information
• Incorrect supplier data
• Any other unintended error

the Company reserves the absolute right to withdraw, amend or replace the quotation before accepting the Client's order. The Company shall not be liable for any loss, damage or expense suffered by the Client arising from such correction.

4.4 Acceptance of Quotations

A quotation shall only become binding once:

• The Client has accepted the quotation; and
• The Company has confirmed acceptance in writing or commenced with the supply of the products or services.

The Company reserves the right to decline any order without providing reasons.

05 ORDERS

5.1 Placement of Orders

Orders may be placed by:

• Email
• Telephone
• WhatsApp
• Online portals
• Client portals
• Purchase orders
• Electronic acceptance
• Digital signature
• Any other communication accepted by the Company

The Company may rely upon any instruction reasonably believed to originate from the Client or the Client's authorised representative. The Company shall not be responsible for losses arising from fraudulent, incorrect or unauthorised instructions received from persons purporting to represent the Client.

5.2 Cancellation of Orders

Once an order has been accepted by the Company, it may not be cancelled without the Company's prior written consent. Where cancellation is approved, the Company reserves the right to recover:

• Administrative costs
• Supplier cancellation charges
• Shipping costs
• Labour costs
• Configuration costs
• Software licensing costs
• Banking charges
• Any other reasonable costs incurred by the Company

06 PRODUCTS

6.1 Product Availability

All products are supplied subject to supplier availability. The Company does not warrant that any advertised product will remain available. Should a supplier discontinue a product or become unable to supply it, the Company may:

• Cancel the order
• Substitute a similar product
• Amend the quotation
• Refund any amount where the law requires such refund

6.2 Product Specifications

Specifications, photographs, descriptions, brochures and marketing material are provided for general information only. Manufacturers may change specifications without notice. The Company shall not be liable for any variation between published specifications and the product ultimately supplied.

6.3 Third-Party Manufacturers

The Company does not manufacture most products supplied. Any manufacturer's warranty remains subject to that manufacturer's terms and conditions. The Company accepts no liability for defects, recalls, discontinuations or warranty decisions made by manufacturers.

07 SERVICES

The Company shall perform all services with reasonable skill and care. However, the Company does not warrant or guarantee that:

• Every problem can be resolved
• Every fault can be diagnosed
• Every system can be repaired
• Every security incident can be prevented
• Every virus can be removed
• Every backup can be restored
• Every software issue can be corrected
• Every integration will function correctly
• Every project will be completed within any estimated timeframe

Time estimates provided by the Company are estimates only and shall not constitute binding deadlines.

08 CHANGES TO SERVICES

The Company reserves the right to:

• Modify services
• Upgrade systems
• Replace software
• Change technologies
• Replace equipment
• Change suppliers
• Introduce new processes
• Discontinue products or services
• Implement operational improvements

without prior notice where reasonably necessary for operational, security, legal or commercial reasons.

09 PRICING

All prices are subject to change without prior notice unless confirmed in writing by the Company. Prices may change due to:

• Exchange rate fluctuations
• Supplier price increases
• Import costs
• Freight costs
• Customs duties
• Government levies
• Taxation changes
• Licensing costs
• Inflation
• Software subscription increases
• Any other factor outside the Company's reasonable control

The Client remains liable for the updated pricing where such changes occur before delivery or commencement of services, provided the Client is notified before fulfilment.

10 DELIVERY

Delivery dates supplied by the Company are estimates only. The Company shall not be liable for delays caused by:

• Suppliers
• Couriers
• Manufacturers
• Customs authorities
• Import delays
• Weather conditions
• Labour disputes
• Transport failures
• Power outages
• Internet failures
• Civil unrest
• Government action
• Force Majeure events
• Any circumstance beyond the Company's reasonable control

Late delivery shall not entitle the Client to cancel an order or claim damages unless otherwise agreed in writing or required by law.

11 RISK

Risk in products supplied by the Company shall pass to the Client immediately upon:

• Delivery
• Collection
• Installation
• Electronic delivery
• Making the product available for collection

whichever occurs first. The Client shall be responsible for insuring all products from the time that risk passes.

12 RETENTION OF OWNERSHIP

Ownership of all products supplied shall remain vested in the Company until the Company has received full and cleared payment of:

• The purchase price
• VAT
• Delivery charges
• Installation charges
• Interest
• Collection costs
• Any other monies owing by the Client

Until ownership passes, the Client shall:

• Keep the products in good condition
• Not sell, pledge, lease or dispose of the products
• Not allow any third party to acquire rights in the products
• Immediately notify the Company should any attachment, liquidation, sequestration or legal process affect the products

13 RIGHT TO REFUSE SERVICE

The Company reserves the right, at its sole discretion and to the extent permitted by law, to refuse, suspend or discontinue any quotation, order, sale or service where:

• Payment has not been received
• Fraud is suspected
• The Client provides false or misleading information
• The Client acts abusively, unlawfully or threatens Company personnel
• Compliance with any applicable law requires refusal
• Continuing the business relationship would expose the Company to unreasonable legal, financial or operational risk

The exercise of this right shall not constitute a breach of contract by the Company.

14 INVOICING

14.1 Issuing of Invoices

The Company may issue invoices manually or electronically through its authorised billing systems. Invoices may be generated by:

• Directors
• Employees
• Consultants
• Contractors
• Administrative personnel
• Accounting personnel
• Authorised billing software
• Artificial Intelligence (AI) systems
• Automated billing platforms
• Integrated accounting systems
• Any other billing mechanism authorised by the Company

The Client acknowledges and accepts that invoices may be generated through automated processes and that administrative or technical errors may occasionally occur despite reasonable quality control measures.

14.2 Invoice Delivery

Invoices may be delivered by:

• Email
• WhatsApp
• SMS
• Client Portal
• Online Account
• Printed Copy
• Electronic Document
• Secure Download Link
• Any other communication method selected by the Company

Proof that an invoice was sent to the Client's last known contact details shall constitute sufficient proof of delivery. The Client remains responsible for ensuring that the Company has the Client's correct contact information at all times.

Failure to receive an invoice shall not relieve the Client of the obligation to make payment when due.

15 CLIENT RESPONSIBILITY TO VERIFY INVOICES

Before making payment, the Client shall carefully review every invoice and verify, including but not limited to:

• Invoice number
• Invoice date
• Due date
• Client details
• Description of products or services
• Quantities
• Pricing
• VAT
• Banking details
• Discounts
• Credits
• Payment terms
• Any other information contained on the invoice

The Client bears the sole responsibility for ensuring that the invoice is correct before making payment. Any query regarding an invoice must be submitted to the Company in writing before payment is made.

16 PAYMENT OF INVOICES

Payment of an invoice constitutes the Client's confirmation that the invoice has been reviewed and accepted. The Company shall not be responsible for payments made without the Client first verifying the contents of the invoice.

The Company reserves the right to correct any clerical, administrative, accounting, software-generated, system-generated, artificial intelligence, billing or typographical error discovered after an invoice has been issued. Such correction may include:

• Amendment
• Cancellation
• Replacement
• Recalculation
• Credit Note
• Debit Note
• Reissue of an invoice

The correction of an error shall not constitute an admission of liability by the Company.

17 NO REFUND POLICY

The Company does not issue:

• Refunds
• Credits
• Credit Notes
• Account Credits
• Cash Reimbursements
• Partial Refunds
• Store Credits
• Service Credits
• Any other form of reimbursement or compensation after payment has been received

The Client is solely responsible for reviewing and verifying every invoice before making payment, including but not limited to the Invoice Number, Invoice Date, Due Date, Products and Services, Quantities, Pricing, VAT, Banking Details, and any other information contained on the invoice.

Payment of an invoice constitutes the Client's confirmation that the invoice has been carefully reviewed, verified and accepted as correct.

The Client expressly waives any claim for a refund, credit, credit note, account credit, reimbursement or compensation arising from:

• Failure to review the invoice before payment
• Administrative errors
• Human errors
• Employee errors
• Contractor errors
• Software errors
• Billing system errors
• Automated billing processes
• Artificial Intelligence (AI) generated invoices
• Duplicate payments made by the Client
• Incorrect payments made by the Client
• Payments made to an incorrect invoice selected by the Client
• Any similar circumstance where the Client failed to verify the invoice before making payment

The Company reserves the right to correct any clerical, accounting, administrative, software-generated, system-generated, artificial intelligence, billing or typographical error identified after an invoice has been issued. Any such correction shall not constitute an admission of liability, shall not invalidate the Client's payment obligations and shall not create any obligation on the Company to issue a refund, credit, credit note, account credit, reimbursement or any other form of compensation, except where expressly required by applicable South African law.

This clause shall survive the cancellation, suspension, completion or termination of any agreement between the Company and the Client.

18 OVERPAYMENTS, UNDERPAYMENTS AND DUPLICATE PAYMENTS

Where the Client makes an overpayment, underpayment or duplicate payment, the Company may, at its sole discretion and to the extent permitted by law:

• Allocate such amount to any outstanding balance
• Credit the Client's account
• Apply the amount to future invoices
• Resolve the payment in another commercially reasonable manner agreed between the parties

The Company shall not be liable for any banking charges, foreign exchange losses, interest or other costs incurred as a result of payment errors made by the Client.

19 PAYMENT TERMS

Unless otherwise agreed in writing:

• Payment is due immediately upon receipt of the invoice or by the due date stated on the invoice.
• Time for payment is of the essence.
• Payment shall be made without deduction, set-off or counterclaim unless required by law or agreed to in writing by the Company.

20 LATE PAYMENT

Any amount not paid by the due date may, to the maximum extent permitted by law, accrue interest at the maximum lawful rate from the due date until the date of full payment. Interest shall accrue daily and may be capitalised monthly where permitted by law.

Acceptance of late payment shall not constitute a waiver of any rights available to the Company.

21 COLLECTION COSTS

Should the Company instruct attorneys, debt collectors or collection agents to recover any outstanding amount, the Client shall be liable, to the extent permitted by law, for all reasonable costs of collection, including legal costs on the attorney-and-client scale where awarded or otherwise recoverable.

22 SUSPENSION OF SERVICES FOR NON-PAYMENT

Without prejudice to any other rights available to the Company, the Company may immediately suspend or restrict any products or services where:

• An account is overdue
• Payment arrangements have been breached
• Fraud is suspected
• Banking details cannot be verified
• A payment has been reversed or dishonoured
• The Client is otherwise in material breach of these Terms

During any suspension the Company shall not be liable for:

• Loss of data
• Loss of email
• Website downtime
• Service interruption
• Loss of business
• Loss of profits
• Missed deadlines
• Any direct or indirect damages arising from such suspension

23 DISHONOURED PAYMENTS

The Client shall remain liable for all amounts due where any payment is:

• Reversed
• Declined
• Cancelled
• Charged back
• Dishonoured by the bank
• Found to be fraudulent

The Company reserves the right to charge reasonable administrative and banking costs incurred as a result of such failed payments, where permitted by law.

24 NO SET-OFF

The Client shall not withhold, reduce, delay or set off any payment due to the Company on the basis of any dispute, complaint or alleged claim unless required by law or agreed to in writing by the Company.

All undisputed amounts shall remain payable in accordance with these Terms and Conditions.

25 ACCOUNT STATEMENTS

Statements of account generated by the Company's accounting system shall, in the absence of manifest error, constitute prima facie proof of the amounts owing by the Client.

The Client shall notify the Company in writing of any disputed entry within seven (7) calendar days of receipt of the statement, failing which the statement shall be deemed accepted for accounting purposes, subject always to any rights that cannot be excluded under applicable law.

26 EMPLOYEE ERRORS

The Client acknowledges and accepts that, despite the Company's commitment to maintaining high professional standards, administrative, clerical, operational and human errors may occasionally occur. The Company shall not be liable for any direct, indirect, incidental, consequential or special damages arising from any error, omission or mistake made by any:

• Director
• Employee
• Consultant
• Contractor
• Temporary Employee
• Administrative Personnel
• Sales Representative
• Technician
• Engineer
• Developer
• Support Agent
• Subcontractor
• Authorised Representative

Such errors may include, without limitation:

• Incorrect quotations
• Incorrect invoices
• Incorrect invoice dates
• Incorrect pricing
• Incorrect product descriptions
• Incorrect quantities
• Administrative mistakes
• Data capturing errors
• Typographical errors
• Communication errors
• Scheduling errors
• Configuration errors
• Installation errors
• Billing errors
• Any other unintended human error

27 ARTIFICIAL INTELLIGENCE ("AI") SYSTEMS

The Company may utilise Artificial Intelligence ("AI"), Machine Learning ("ML"), automation platforms and intelligent software systems in the delivery of its products and services. The Client acknowledges that AI systems are designed to assist business operations and are not guaranteed to be free from errors.

The Company makes no warranty that any AI-generated result, recommendation, report, quotation, invoice, calculation, analysis, prediction or automated decision will be complete, accurate or error-free. The Client remains solely responsible for independently reviewing and verifying all information generated by any AI system before relying upon it.

The Company shall not be liable for any loss arising from:

• AI-generated invoices
• AI-generated quotations
• AI-generated recommendations
• AI-generated calculations
• AI-generated reports
• Automated pricing
• Automated workflows
• Automated notifications
• Automated scheduling
• AI-assisted technical support
• Any decision based on AI-generated information

The use of AI by the Company shall not constitute a guarantee of accuracy, completeness or fitness for any particular purpose.

28 SOFTWARE SYSTEMS

The Company develops, supplies, licenses, configures, customises and supports software solutions. The Client acknowledges that all software, regardless of its origin, may contain:

• Bugs
• Programming errors
• Logic errors
• Security vulnerabilities
• Compatibility issues
• Calculation errors
• Integration failures
• Database errors
• Performance issues
• Unexpected behaviour
• Undiscovered defects

The Company does not warrant that any software supplied by the Company will operate uninterrupted or without error. The Client accepts all software "as is" unless otherwise expressly agreed in writing.

The Company shall not be liable for any damages arising from software malfunction, interruption or failure.

29 AUTOMATED SYSTEMS

The Company may use automated systems for:

• Billing
• Scheduling
• Monitoring
• Notifications
• Reporting
• Security
• Customer Communications
• System Maintenance
• Service Provision
• Business Operations

The Client accepts that automated systems may occasionally generate incorrect information, duplicate information, delayed information or unintended actions.

The Company shall not be liable for any damages arising from such automated processes.

30 SYSTEM FAILURES

The Company shall not be liable for any interruption, delay or failure caused by:

• Server Failure
• Software Failure
• Hardware Failure
• Operating System Failure
• Cloud Failure
• Network Failure
• Internet Failure
• Telecommunications Failure
• Electrical Failure
• Power Interruptions
• Load Shedding
• Backup Failure
• Database Failure
• Firewall Failure
• DNS Failure
• Third-Party Service Failure
• API Failure
• Manufacturer Failure
• Any circumstance beyond the reasonable control of the Company

The Company gives no guarantee that any system will remain continuously available.

31 DATA LOSS

The Client accepts full responsibility for maintaining current, complete and tested backups of all data. The Company shall not be liable for:

• Loss of Data
• Corruption of Data
• Deleted Files
• Damaged Databases
• Missing Emails
• Lost Documents
• Corrupted Backups
• Failed Restorations
• Encryption by Malware
• Ransomware
• Virus Infection
• Accidental Deletion
• Hardware Failure
• Software Failure
• Any other loss of electronic information

The Client acknowledges that data recovery cannot be guaranteed under any circumstances.

32 CLIENT BACKUPS

Unless expressly agreed otherwise in writing, the Company is not responsible for creating, verifying, monitoring, testing or maintaining backups of the Client's systems or information. The Client shall ensure that:

• All critical information is regularly backed up
• Backup copies are tested regularly
• Backup copies are stored securely
• Backup copies are protected against unauthorised access
• Recovery procedures are tested on a regular basis

Failure by the Client to maintain adequate backups shall be entirely at the Client's own risk.

33 LOSS OF BUSINESS

To the maximum extent permitted by applicable law, the Company shall not be liable for any:

• Loss of Revenue
• Loss of Profit
• Loss of Business
• Loss of Contracts
• Loss of Customers
• Loss of Goodwill
• Loss of Productivity
• Loss of Opportunity
• Business Interruption
• Downtime
• Reputational Damage
• Financial Loss
• Consequential or Indirect Damage

whether arising from employee error, software error, AI systems, automation, hardware failure, network failure, service interruption or any other cause.

34 CLIENT RESPONSIBILITY

The Client remains solely responsible for:

• Verifying all quotations
• Verifying all invoices
• Verifying all reports
• Verifying all AI-generated information
• Verifying all software outputs
• Maintaining backups
• Testing restored backups
• Confirming pricing
• Confirming technical specifications
• Protecting passwords and login credentials
• Maintaining antivirus protection where applicable
• Ensuring that all information supplied to the Company is complete and accurate

The Company shall not be responsible for any loss resulting from the Client's failure to fulfil these responsibilities.

35 NO RELIANCE

The Client acknowledges that it has not relied upon any representation, statement, advice, recommendation or opinion made by the Company, its employees, consultants or representatives unless expressly recorded in a written agreement signed by a Director of the Company.

The Client further acknowledges that all business decisions, financial decisions, purchasing decisions and operational decisions remain the sole responsibility of the Client.

No advice, recommendation or opinion provided by the Company shall constitute legal, financial, accounting, tax, investment or professional advice, and the Client shall obtain independent professional advice where required.

36 CYBERSECURITY

The Company shall use reasonable skill and care in providing cybersecurity-related products and services. However, the Client acknowledges and agrees that no computer system, network, cloud platform, software application, firewall, antivirus solution, endpoint protection platform, artificial intelligence system or cybersecurity solution can guarantee absolute protection against cyber threats.

Accordingly, the Company does not warrant or guarantee that any product or service supplied by the Company will:

• Prevent hacking
• Prevent ransomware attacks
• Prevent malware infections
• Prevent phishing attacks
• Prevent data theft
• Prevent unauthorised access
• Prevent denial-of-service attacks
• Prevent zero-day exploits
• Prevent insider threats
• Prevent cyber fraud
• Prevent any other cybersecurity incident

The Client acknowledges that cybersecurity is a shared responsibility and remains responsible for implementing and maintaining appropriate security policies, password management, multi-factor authentication, employee awareness training, endpoint protection, backup procedures and other reasonable security controls.

The Company shall not be liable for any loss, damage, liability or expense arising from any cybersecurity incident except to the extent required by applicable South African law.

37 THIRD-PARTY PRODUCTS AND SERVICES

The Company may supply, install, configure, recommend or support products and services provided by third parties. These may include, without limitation:

• Microsoft
• Google
• Apple
• Amazon Web Services (AWS)
• Microsoft Azure
• Google Cloud
• Cloudflare
• Internet Service Providers
• Domain Registrars
• Hosting Providers
• Software Vendors
• Hardware Manufacturers
• Payment Service Providers
• Telecommunications Providers
• Security Vendors
• Any other third-party supplier

The Company has no control over the availability, performance, pricing, security, licensing, updates or continued operation of any third-party product or service. The Company accepts no responsibility or liability for:

• Third-party outages
• Licence changes
• Product discontinuation
• Security vulnerabilities
• Supplier delays
• Pricing changes
• Manufacturer recalls
• Software defects
• Hardware defects
• Service interruptions
• Any decision or omission by a third-party supplier

Any warranty relating to a third-party product shall be limited to the warranty (if any) provided by the applicable manufacturer or supplier.

38 WARRANTIES

The Company expressly disclaims all warranties, representations and guarantees, whether express, implied or statutory, including but not limited to any implied warranty of:

• Merchantability
• Fitness for a particular purpose
• Compatibility
• Continuous availability
• Performance
• Security
• Accuracy
• Reliability
• Non-infringement
• Error-free operation

The Company does not warrant that:

• Software will be free from bugs
• Services will be uninterrupted
• Systems will operate continuously
• Errors will always be corrected
• Data will never be lost
• Cyberattacks will never occur
• Hardware will never fail
• Any service will achieve a particular business outcome

39 LIMITATION OF LIABILITY

To the maximum extent permitted by applicable South African law, the Company, its directors, shareholders, officers, employees, consultants, contractors, subcontractors, representatives, affiliates, successors and assigns shall not be liable for any direct, indirect, incidental, consequential, special, exemplary or punitive loss or damage of any nature whatsoever arising directly or indirectly from or in connection with:

• Any product or service supplied by the Company
• Software developed, supplied or supported by the Company
• Artificial Intelligence ("AI") systems
• Automated systems
• Billing systems
• Websites
• Mobile applications
• Cloud services
• Hardware
• Employee errors
• Administrative errors
• Human error
• Programming errors
• Software defects
• System failures
• Hardware failures
• Data loss
• Cybersecurity incidents
• Viruses
• Malware
• Ransomware
• Internet outages
• Telecommunications failures
• Power failures
• Load shedding
• Third-party products or services
• Supplier delays
• Delayed delivery
• Incorrect quotations
• Incorrect invoices
• Incorrect invoice dates
• Incorrect pricing
• Incorrect information
• Incorrect calculations
• Any interruption, delay or failure in the provision of products or services
• Any act, omission or circumstance beyond the reasonable control of the Company

Without limiting the generality of the foregoing, the Company shall not be liable for any:

• Loss of Revenue
• Loss of Profits
• Loss of Business
• Loss of Customers
• Loss of Contracts
• Loss of Goodwill
• Loss of Productivity
• Loss of Opportunity
• Loss of Data
• Loss of Emails
• Loss of Electronic Information
• Business Interruption
• Downtime
• Reputational Damage
• Financial Loss
• Indirect Loss
• Consequential Loss
• Incidental Loss
• Special Damages
• Exemplary Damages
• Punitive Damages

whether foreseeable or unforeseeable.

Nothing contained in these Terms and Conditions shall exclude or limit any liability that cannot lawfully be excluded or limited under applicable South African law.

40 CLIENT INDEMNITY

To the maximum extent permitted by applicable law, the Client irrevocably indemnifies, defends and holds harmless the Company, its directors, shareholders, officers, employees, consultants, contractors, subcontractors, representatives, successors and assigns from and against any and all:

• Claims
• Actions
• Proceedings
• Demands
• Judgments
• Awards
• Losses
• Liabilities
• Damages
• Penalties
• Fines
• Costs
• Legal Expenses
• Attorney's Fees
• Expert Fees
• Disbursements

arising directly or indirectly from:

• The Client's use of any products or services
• Any breach of these Terms by the Client
• Any negligent, unlawful or fraudulent act or omission by the Client
• The Client's failure to maintain backups
• The Client's failure to implement reasonable cybersecurity measures
• Information or instructions supplied by the Client
• The Client's misuse of any product or service
• Claims brought by the Client's employees, contractors, customers or third parties
• Any matter for which the Company is not legally responsible

This indemnity shall survive the termination, cancellation or completion of any agreement between the Company and the Client.

41 LEGAL COSTS

Should the Company be required to enforce any of its rights under these Terms and Conditions, the Client shall be liable, to the extent permitted by applicable law, for all reasonable legal costs incurred by the Company, including attorney-and-client costs where recoverable, counsel's fees, tracing fees, sheriff's fees, collection commission, expert witness fees and all related legal expenses.

42 NO WAIVER

No relaxation, extension of time, indulgence, delay or failure by the Company to enforce any provision of these Terms and Conditions shall constitute a waiver of any right or remedy.

Any waiver shall only be valid if reduced to writing and signed by a Director of the Company.

A waiver of any one breach shall not constitute a waiver of any subsequent or continuing breach.

43 SURVIVAL

The following clauses shall survive the termination, suspension, cancellation, expiry or completion of any agreement between the Company and the Client:

• Payment Obligations
• No Refund Policy
• Intellectual Property Rights
• Confidentiality Obligations
• Data Protection Obligations
• Limitation of Liability
• Client Indemnity
• Governing Law
• Dispute Resolution
• Legal Costs
• Any provision which by its nature is intended to survive termination

44 SCOPE OF WORK

The Company shall perform only those products and services expressly described in the accepted quotation, proposal, statement of work, project specification or written agreement. Any product, service, feature, function, enhancement or deliverable not expressly included shall be deemed excluded from the agreed scope of work and may be quoted for and charged separately.

The Client acknowledges that assumptions, expectations, verbal discussions, emails, WhatsApp messages or previous projects shall not extend the agreed scope of work unless confirmed in writing by a Director of the Company.

45 CHANGE REQUESTS

Any request by the Client to:

• Add new functionality
• Remove existing functionality
• Modify functionality
• Change the design
• Change business logic
• Change workflows
• Change reports
• Change integrations
• Change databases
• Change user interfaces
• Change security features
• Change project requirements

after acceptance of a quotation or commencement of development shall constitute a Change Request. The Company reserves the right to:

• Suspend development until the Change Request has been evaluated
• Issue a revised quotation
• Adjust delivery dates
• Charge additional development fees
• Decline the requested changes

The Company shall not be obliged to perform any Change Request until accepted in writing by both parties.

46 PROJECT SPECIFICATIONS

The Client is solely responsible for ensuring that all specifications, requirements, documentation, instructions and information supplied to the Company are complete, accurate and suitable.

The Company shall not be liable for any delays, defects, additional costs or project failures resulting from incomplete, inaccurate, misleading or changing information supplied by the Client.

47 CLIENT RESPONSIBILITIES

The Client shall:

• Provide all requested information timeously
• Supply logos, images, branding and content where required
• Review all work submitted
• Perform user acceptance testing
• Provide written approvals
• Respond to requests within a reasonable time
• Nominate an authorised decision-maker

Failure by the Client to fulfil these responsibilities may result in:

• Project delays
• Additional development costs
• Suspension of development
• Revised delivery dates
• Termination of the project

The Company shall not be liable for any delay caused by the Client.

48 DEVELOPMENT TIMELINES

Any development schedule, milestone or completion date provided by the Company is an estimate only unless expressly agreed in writing. The Company shall not be liable for delays arising from:

• Client delays
• Supplier delays
• Third-party service providers
• Technical difficulties
• Software defects
• Hardware failures
• Internet outages
• Power interruptions
• Load shedding
• Force Majeure events
• Circumstances beyond the Company's reasonable control

No estimated delivery date shall constitute a guarantee.

49 TESTING AND CLIENT ACCEPTANCE

The Client shall thoroughly test all software, applications, websites, integrations and deliverables before approving them. The Client shall notify the Company in writing of any material defects within seven (7) calendar days after delivery or deployment.

Should the Client fail to notify the Company within the prescribed period, the deliverables shall be deemed to have been fully inspected, accepted and approved.

Acceptance shall constitute confirmation that:

• The project substantially complies with the agreed specifications
• The Client has completed reasonable testing
• The Client is satisfied with the delivered work

Following acceptance, any additional work requested by the Client shall be treated as new work and may be quoted for separately.

50 BUGS AND DEFECTS

The Client acknowledges that software development is inherently complex and that no software can reasonably be guaranteed to be completely free from bugs, defects or unexpected behaviour. The Company shall use reasonable efforts to correct reproducible defects that constitute a material deviation from the agreed specifications.

The following shall not be regarded as bugs:

• New feature requests
• Design changes
• User preference changes
• Browser-specific behaviour outside supported browsers
• Third-party software limitations
• Third-party API changes
• Operating system updates
• Device-specific limitations
• Functionality not included in the agreed scope

51 NEW FEATURES

Any request for functionality not expressly included within the original quotation or specification shall constitute additional development work. The Company reserves the right to charge additional fees for all new features, enhancements, improvements or modifications requested after development has commenced or after project acceptance.

52 THIRD-PARTY INTEGRATIONS

Where software integrates with any third-party platform, service or API, including payment gateways, cloud services, social media platforms or external systems, the Company shall not guarantee:

• Continued compatibility
• Continued availability
• Continued functionality
• Continued access
• Continued support

Should any third party alter, discontinue, restrict or remove its services, APIs or functionality, the Company shall not be liable for any resulting loss or incompatibility.

Any work required to restore compatibility shall constitute additional chargeable work.

53 SOURCE CODE AND DEVELOPMENT FILES

Unless otherwise expressly agreed in writing by a Director of the Company, the following shall remain the exclusive intellectual property of the Company:

• All source code
• Development files
• Build files
• Configuration files
• Deployment scripts
• Internal documentation
• Development repositories
• Git repositories
• AI prompts
• AI workflows
• Proprietary frameworks
• Libraries developed by the Company
• Internal tools
• Development methodologies

The Company shall be under no obligation to provide source code, repositories, development documentation or proprietary development assets to the Client.

Where ownership or licensing of source code is expressly agreed in writing, ownership shall only transfer after the Company has received full and cleared payment of all outstanding amounts owing by the Client.

54 INTELLECTUAL PROPERTY

All intellectual property created, developed, designed, written or produced by the Company shall remain the exclusive property of the Company unless expressly transferred to the Client in writing. Nothing contained in these Terms shall be interpreted as transferring ownership of:

• Copyright
• Trademarks
• Trade Secrets
• Patents
• Software
• Source Code
• Databases
• Documentation
• AI Models
• AI Prompts
• Frameworks
• Templates
• Designs
• Graphics
• Icons
• APIs
• Proprietary Technology

The Client is granted only those rights expressly stated in writing by the Company.

55 CLIENT CONTENT

The Client warrants that it owns or has the legal right to use all:

• Logos
• Images
• Videos
• Documents
• Text
• Trademarks
• Copyrighted Material
• Software
• Databases
• Other Content

supplied to the Company. The Client indemnifies the Company against all claims arising from infringement of any intellectual property rights relating to Client-supplied content.

56 PROJECT SUSPENSION

The Company may suspend any project where:

• Payments become overdue
• The Client fails to provide required information
• The Client fails to approve deliverables
• The Client materially changes project requirements
• Fraud is suspected
• The Client breaches these Terms and Conditions
• Continuing development would expose the Company to unreasonable legal, financial or operational risk

The Company shall not be liable for any losses arising from such suspension.

57 PROJECT TERMINATION

The Company reserves the right to terminate any development project where:

• The Client materially breaches these Terms
• Payments remain outstanding
• Fraud or unlawful conduct is suspected
• The Client behaves in an abusive, threatening or defamatory manner toward the Company's personnel
• The Client repeatedly interferes with the Company's ability to complete the project
• Continued performance becomes impossible or commercially unreasonable

Upon termination:

• All outstanding amounts shall become immediately due and payable.
• All work completed up to the date of termination shall remain payable.
• All intellectual property rights shall remain vested in the Company unless expressly transferred in writing after full payment.
• The Company shall have no obligation to continue development, maintenance or support.

58 WEBSITE DEVELOPMENT

The Company shall develop websites in accordance with the accepted quotation, project specification and agreed scope of work. The Client acknowledges that:

• Every website is custom developed
• No website is guaranteed to be completely free of errors
• Websites may require future updates and maintenance
• Third-party software may affect functionality
• Internet technologies continuously evolve

The Company does not warrant that a website will remain compatible with all future browsers, devices, operating systems or third-party services.

59 WEBSITE CONTENT

Unless otherwise agreed in writing, the Client shall provide all:

• Text
• Images
• Logos
• Videos
• Branding
• Product Information
• Pricing
• Legal Notices
• Policies
• Contact Information
• Other Website Content

The Client warrants that all content supplied:

• Is accurate
• Is lawful
• Does not infringe any copyright, trademark or intellectual property rights
• Does not contain defamatory material
• Does not violate any applicable law

The Company shall not be responsible for verifying the legality or accuracy of Client-supplied content.

The Client indemnifies the Company against any claims arising from such content.

60 WEBSITE APPROVAL

The Client shall inspect and test the completed website before publication.

Once written approval has been given, or once the website has been published at the Client's instruction, the website shall be deemed accepted.

The Company shall not be liable for any design, spelling, content, layout or functionality issues which were visible and reasonably capable of being identified prior to approval.

61 WEBSITE MAINTENANCE

Unless the Client has entered into a separate maintenance or support agreement, the Company shall have no obligation to:

• Update content
• Update plugins
• Update themes
• Install security patches
• Correct errors
• Improve search engine rankings
• Modify functionality
• Upgrade software
• Provide ongoing support

Any such work shall be quoted for separately.

62 DOMAIN NAME REGISTRATION

Where the Company registers or manages domain names on behalf of the Client:

• Registration remains subject to the relevant domain authority
• Renewal remains the responsibility of the Client unless otherwise agreed in writing
• The Company shall not be liable for expired domain registrations, failed renewals or domain disputes where the Client has failed to make payment or provide instructions

The Company does not guarantee that any requested domain name will be available.

63 WEB HOSTING

Where the Company provides web hosting services, the Company shall use commercially reasonable efforts to maintain service availability. However, the Company does not guarantee uninterrupted hosting services or any minimum uptime unless expressly agreed in writing within a separate Service Level Agreement (SLA).

The Company shall not be liable for downtime resulting from:

• Scheduled maintenance
• Emergency maintenance
• Hosting provider failures
• Cloud infrastructure failures
• Power interruptions
• Internet outages
• Cybersecurity incidents
• Distributed Denial of Service (DDoS) attacks
• Third-party failures
• Force Majeure events

64 EMAIL SERVICES

Where the Company provides, configures or supports email services, the Company does not guarantee:

• Continuous availability
• Successful email delivery
• Delivery times
• Spam filtering accuracy
• Virus filtering accuracy
• Storage availability
• Compatibility with third-party applications

The Company shall not be liable for:

• Lost Emails
• Delayed Emails
• Spam Filtering Errors
• Blacklisting
• Email Spoofing
• Phishing
• Business Email Compromise (BEC)
• Mailbox Corruption
• Third-Party Email Service Failures

65 SEARCH ENGINE OPTIMISATION (SEO)

Unless specifically included within the accepted quotation, search engine optimisation (SEO) services are excluded.

Where SEO services are supplied, the Company does not guarantee:

• First-page rankings
• Increased traffic
• Increased sales
• Increased enquiries
• Search engine indexing
• Improved search visibility
• Any specific business outcome

Search engine rankings are controlled by independent search engine providers and remain outside the Company's control.

66 THIRD-PARTY PLUGINS AND EXTENSIONS

The Company may install, configure or recommend third-party plugins, themes, modules, extensions, libraries or software components. The Company does not warrant:

• Continued compatibility
• Continued licensing
• Continued support
• Continued updates
• Security
• Availability
• Future functionality

The Client acknowledges that third-party developers may discontinue, modify or withdraw such software without notice.

Any work required due to such changes shall constitute additional chargeable work.

67 WEBSITE SECURITY

The Company shall implement reasonable security measures appropriate to the services provided. However, the Company cannot and does not guarantee that any website will remain free from:

• Hacking
• Malware
• Ransomware
• Data Theft
• Defacement
• SQL Injection
• Cross-Site Scripting (XSS)
• Brute Force Attacks
• Zero-Day Exploits
• Distributed Denial of Service (DDoS) Attacks
• Any other cybersecurity incident

The Client acknowledges that no website connected to the Internet can be guaranteed to be completely secure.

68 BACKUPS

Unless expressly agreed in writing, the Company shall not be responsible for creating, monitoring, verifying or maintaining backups of:

• Websites
• Databases
• Emails
• Digital Assets
• Source Files
• Images
• Documents
• Hosting Environments

The Client remains solely responsible for ensuring that adequate and tested backups exist.

69 WEBSITE AVAILABILITY

The Company shall not be liable for any interruption, downtime or degradation in website performance resulting from:

• Internet Service Providers
• Hosting Providers
• Domain Registrars
• DNS Providers
• Cloud Service Providers
• Third-Party Software
• Browser Updates
• Device Compatibility
• Government Restrictions
• Cybersecurity Incidents
• Any event beyond the Company's reasonable control

70 CLIENT ACCESS

The Client is solely responsible for maintaining the confidentiality and security of all:

• Passwords
• Usernames
• Multi-Factor Authentication (MFA) Devices
• API Keys
• Access Tokens
• Administrative Credentials
• Hosting Credentials

The Company shall not be liable for any unauthorised access resulting from the Client's failure to protect such credentials.

71 WEBSITE SUSPENSION

The Company reserves the right to suspend any website, hosting service, email service or related online service where:

• Payment is overdue
• Fraud is suspected
• Unlawful content is hosted
• Malware or security risks threaten the Company's systems or other customers
• The Client breaches these Terms and Conditions
• Suspension is necessary to protect the Company's infrastructure, reputation or legal interests

The Company shall not be liable for any loss arising from such suspension.

72 WEBSITE TERMINATION

Upon termination of any website, hosting or online service:

• All outstanding amounts shall become immediately due and payable.
• The Company may suspend or terminate all related services.
• Any licence granted to the Client shall terminate unless otherwise agreed in writing.
• The Company shall not be obliged to retain any website files, databases, emails or backups after termination unless required by law or agreed in writing.
• The Client remains responsible for ensuring that all required data has been exported or collected before termination.

Failure by the Client to request or retrieve data before termination shall not create any liability on the Company.

73 ARTIFICIAL INTELLIGENCE SERVICES

The Company may design, develop, implement, integrate, configure, train, customise or support Artificial Intelligence ("AI"), Machine Learning ("ML"), Large Language Models ("LLMs"), Generative AI systems, automation platforms, intelligent assistants and related technologies.

The Client acknowledges that AI systems are probabilistic in nature and may generate inaccurate, incomplete, outdated, inconsistent or unexpected results.

The Company does not warrant or guarantee that any AI system, model or output will be completely accurate, reliable, uninterrupted, secure or free from defects.

74 CLIENT RESPONSIBILITY TO VERIFY AI OUTPUT

The Client shall independently review, verify and validate all AI-generated content before relying upon or implementing such content. This includes, without limitation:

• Reports
• Emails
• Letters
• Contracts
• Quotations
• Invoices
• Calculations
• Recommendations
• Predictions
• Legal Information
• Financial Information
• Business Advice
• Software Code
• Database Queries
• Documentation
• Marketing Material
• Social Media Content
• Any other AI-generated output

The Client accepts full responsibility for all decisions made using AI-generated information.

The Company shall not be liable for any loss arising from reliance upon AI-generated output.

75 AI HALLUCINATIONS

The Client acknowledges that AI systems may generate information that appears accurate but is incorrect, fabricated, incomplete or misleading ("Hallucinations").

The Company makes no representation that AI-generated information reflects actual facts or current legal, technical, medical, financial or business requirements.

The Client agrees that all AI-generated content shall be independently verified before implementation or publication.

76 AI-GENERATED SOFTWARE CODE

Where the Company uses AI-assisted software development tools, the Client acknowledges that:

• AI-generated code may contain errors
• AI-generated code may require manual review
• AI-generated code may require optimisation
• AI-generated code may require security testing
• AI-generated code may contain vulnerabilities
• AI-generated code may require future modification

The Company shall apply reasonable professional skill in reviewing AI-assisted development but does not guarantee that any software will be completely free from defects.

77 AUTOMATION SYSTEMS

The Company may develop or implement automated systems for:

• Business Processes
• Workflow Automation
• Customer Service
• Billing
• Notifications
• Reporting
• Scheduling
• Data Processing
• AI Agents
• Robotic Process Automation (RPA)
• Other automated business functions

The Client acknowledges that automated systems may:

• Produce unexpected results
• Fail due to incorrect input
• Depend upon third-party services
• Require ongoing maintenance
• Require updates
• Require human supervision

The Company shall not be liable for any loss resulting from automated processes operating in accordance with their programming or configuration.

78 THIRD-PARTY AI PLATFORMS

The Company may utilise or integrate with third-party AI platforms and technologies. These may include, without limitation:

• OpenAI
• Anthropic
• Google
• Microsoft
• Meta
• Amazon Web Services (AWS)
• Ollama
• DeepSeek
• Mistral
• xAI
• Other AI providers

The Company has no control over:

• Model updates
• Pricing
• Availability
• Performance
• Security
• Licensing
• Usage limits
• API changes
• Discontinued services
• Third-party decisions

The Company shall not be liable for any interruption, degradation or change resulting from any third-party AI provider.

79 AI TRAINING DATA

Unless expressly agreed otherwise in writing, the Company does not warrant:

• The completeness of AI training data
• The quality of publicly available datasets
• The neutrality of AI models
• The absence of bias
• The absence of inaccurate information

The Client acknowledges that AI systems learn from data that may contain inaccuracies, inconsistencies or outdated information.

80 AI DECISION-MAKING

The Company does not recommend that any AI-generated output be relied upon as the sole basis for:

• Legal Decisions
• Financial Decisions
• Medical Decisions
• Employment Decisions
• Regulatory Compliance
• Tax Decisions
• Investment Decisions
• Safety Decisions
• Any other high-risk decision

The Client remains solely responsible for obtaining appropriate independent professional advice where required.

81 AI AVAILABILITY

The Company does not guarantee continuous availability of any AI service. AI services may be interrupted by:

• API failures
• Model updates
• Supplier maintenance
• Internet outages
• Power interruptions
• Usage limits
• Licensing restrictions
• Government restrictions
• Third-party failures
• Force Majeure events

The Company shall not be liable for any interruption of AI services.

82 AI DATA PRIVACY

Where AI systems process Client information, the Client warrants that it has all necessary rights, permissions and legal authority to submit such information for processing.

The Client shall not submit confidential, regulated or sensitive information to any AI system unless expressly authorised by applicable law and the relevant data subjects where required.

The Company shall not be liable for any privacy breach, regulatory action or claim arising from information submitted by the Client in breach of applicable law.

83 AI LIMITATION OF LIABILITY

To the maximum extent permitted by applicable South African law, the Company shall not be liable for any loss arising directly or indirectly from:

• AI-generated content
• AI-generated software code
• AI-generated calculations
• AI-generated recommendations
• AI-generated reports
• AI-generated business decisions
• AI-generated legal information
• AI-generated financial information
• AI-generated communications
• AI-generated documentation
• AI-generated invoices
• AI-generated quotations
• AI-generated automation
• AI model failures
• Hallucinations
• Incorrect predictions
• Incomplete outputs
• Bias in AI models
• Third-party AI providers
• AI service interruptions
• Any decision made by the Client based on AI-generated output

84 CLIENT INDEMNITY RELATING TO AI

To the maximum extent permitted by applicable South African law, the Client indemnifies and holds harmless the Company against any claim, loss, liability, damage, cost or expense arising from:

• The Client's use of AI-generated content
• Publication of AI-generated content
• Reliance on AI-generated recommendations
• Decisions made using AI-generated information
• Failure to verify AI-generated output
• The Client's unlawful or inappropriate use of AI systems
• Claims brought by third parties arising from the Client's use of AI-generated content

85 NO GUARANTEE OF BUSINESS RESULTS

The Company does not warrant or guarantee that any AI solution, automation platform, chatbot, virtual assistant, software application or digital solution developed or supplied by the Company will:

• Increase revenue
• Increase profits
• Reduce costs
• Improve productivity
• Improve customer satisfaction
• Improve operational efficiency
• Achieve regulatory compliance
• Generate business opportunities
• Produce any specific commercial outcome

The Client acknowledges that business success depends upon numerous factors beyond the Company's control and that no guarantee of commercial performance is given or implied.

86 MANAGED IT SERVICES

The Company may provide Managed IT Services ("MSP Services") including, but not limited to:

• Remote Technical Support
• Onsite Technical Support
• Network Administration
• Server Administration
• Workstation Management
• Microsoft 365 Administration
• Google Workspace Administration
• Cloud Services
• Cybersecurity Services
• Backup Monitoring
• Disaster Recovery Assistance
• Firewall Management
• VPN Configuration
• Email Administration
• Endpoint Protection
• Asset Management
• Software Deployment
• Patch Management
• IT Consulting
• Other Information Technology Services

The exact services to be provided shall be those reflected in the accepted quotation or written agreement.

87 NO GUARANTEED RESPONSE TIMES

Unless expressly agreed in writing within a separate Service Level Agreement ("SLA"), the Company does not guarantee:

• Response Times
• Resolution Times
• Attendance Times
• Repair Times
• Completion Times
• Availability

Any estimated response time provided shall be an estimate only.

88 REMOTE SUPPORT

The Client authorises the Company to remotely access the Client's computers, servers, cloud services, mobile devices and other technology systems where necessary to provide support. The Client acknowledges that remote support may involve:

• Viewing files
• Accessing software
• Modifying configurations
• Installing software
• Removing software
• Restarting devices
• Performing maintenance
• Applying security updates
• Diagnosing faults

The Company shall not be liable for any loss resulting from remote support performed with the Client's authority or instruction.

89 ONSITE SUPPORT

Where onsite services are requested:

• The Client shall provide safe and unrestricted access to the premises
• The Client shall ensure that all required permissions have been obtained
• The Client shall provide suitable working conditions

The Company reserves the right to refuse onsite work where health, safety or security risks exist.

Additional travel, accommodation and waiting time may be charged where applicable.

90 CLIENT EQUIPMENT

The Company shall exercise reasonable care while working on Client equipment. However, the Company shall not be liable for failures arising from:

• Existing defects
• Hardware age
• Wear and tear
• Manufacturer defects
• Corrosion
• Liquid damage
• Electrical damage
• Power surges
• Load Shedding
• Previous repairs
• Malware
• Viruses
• Hidden faults

The Client acknowledges that certain repairs may expose previously unknown defects.

91 SOFTWARE INSTALLATION

The Company may install, configure or update software at the Client's request. The Client warrants that all software installed:

• Has been lawfully licensed
• Is authorised for use
• Does not infringe any intellectual property rights

The Company shall not be responsible for software licensing compliance unless expressly agreed in writing.

92 MICROSOFT 365, GOOGLE WORKSPACE AND CLOUD SERVICES

Where the Company assists with Microsoft 365, Google Workspace or other cloud platforms, the Company acts only as an implementation, administration or support provider. The Company does not own or control these platforms.

The Company shall not be liable for:

• Service Outages
• Licensing Changes
• Subscription Changes
• Account Suspensions
• Account Closures
• Data Loss
• Email Loss
• Authentication Failures
• Cloud Service Interruptions
• Third-Party Policy Changes
• Vendor Decisions

93 PATCH MANAGEMENT

The Company may install software updates, firmware updates and security patches. The Client acknowledges that updates may:

• Introduce software bugs
• Affect compatibility
• Require device restarts
• Remove unsupported features
• Change system behaviour

The Company shall not be liable for losses arising solely from manufacturer or software vendor updates.

94 ANTIVIRUS AND CYBERSECURITY

The Company may recommend or install antivirus, endpoint protection, firewall or cybersecurity products. No cybersecurity product can guarantee protection against:

• Malware
• Ransomware
• Hacking
• Phishing
• Zero-Day Attacks
• Insider Threats
• Social Engineering
• Credential Theft
• Cybercrime

The Client accepts that cybersecurity is a shared responsibility.

95 BACKUPS

Unless specifically included within a written Managed Services Agreement, the Company does not guarantee that backups are:

• Configured
• Running
• Successful
• Tested
• Recoverable
• Complete

The Client remains solely responsible for verifying that backups function correctly and can be successfully restored.

The Company shall not be liable for any loss resulting from failed or incomplete backups.

96 DISASTER RECOVERY

Where disaster recovery services are provided, the Company shall use commercially reasonable efforts to assist in recovering systems and data. The Company does not warrant that:

• Recovery will be successful
• Recovery will be complete
• Recovery will occur within any specific period
• All information can be restored

Recovery success depends upon numerous factors beyond the Company's control.

97 NETWORK SERVICES

The Company shall not be liable for interruptions arising from:

• Internet Service Providers
• Fibre Providers
• Wireless Providers
• Cellular Networks
• DNS Providers
• Routing Issues
• Government Restrictions
• Third-Party Maintenance
• Equipment Failure
• Force Majeure

The Company does not guarantee uninterrupted Internet connectivity.

98 MONITORING SERVICES

Monitoring systems are intended to assist in identifying potential issues. The Company does not warrant that monitoring systems will detect every:

• Failure
• Security Incident
• Hardware Defect
• Software Defect
• Cyberattack
• Configuration Error
• Performance Problem

The Client acknowledges that monitoring systems are an aid and not a guarantee.

99 EMERGENCY SUPPORT

Emergency support shall be subject to technician availability. The Company does not guarantee:

• Immediate availability
• Immediate attendance
• Immediate fault resolution
• Continuous availability outside normal business hours

unless expressly agreed in writing within an SLA.

Emergency call-out charges may apply.

100 CLIENT SECURITY RESPONSIBILITIES

The Client remains solely responsible for:

• Password Management
• Multi-Factor Authentication (MFA)
• User Access Control
• Employee Training
• Physical Security
• Device Security
• Acceptable Use Policies
• Cybersecurity Awareness
• Regulatory Compliance
• Data Protection Compliance
• Promptly reporting suspected security incidents

The Company shall not be liable for losses arising from the Client's failure to implement reasonable security practices.

101 SERVICE SUSPENSION

The Company may immediately suspend any Managed IT Service where:

• Payments are overdue
• Fraud is suspected
• Illegal activity is detected
• The Client breaches these Terms
• Continued service would expose the Company to unreasonable legal, operational or cybersecurity risks

Suspension shall not relieve the Client of any payment obligations.

102 SERVICE TERMINATION

Upon termination of Managed IT Services:

• All outstanding amounts shall become immediately due and payable.
• The Company may disable remote access tools.
• Monitoring services may cease immediately.
• Support obligations shall terminate.
• Any licences supplied by the Company may terminate in accordance with their applicable licence terms.
• The Company shall have no obligation to retain Client data, passwords, configurations or backups beyond any period required by law or expressly agreed in writing.

The Client is solely responsible for ensuring a smooth transition to any replacement service provider.

The Company shall not be liable for any downtime, interruption, data loss or operational disruption arising from the termination of Managed IT Services or the migration of services to another provider.

103 PROFESSIONAL CONDUCT

The Client agrees to conduct all dealings with the Company in a professional, respectful and lawful manner.

The Company maintains a zero-tolerance policy towards abusive, threatening, intimidating, discriminatory, dishonest or unlawful conduct directed at its directors, employees, consultants, contractors, technicians, support personnel or representatives.

The Company reserves the right to immediately suspend or terminate any services where the Client engages in conduct that reasonably places the Company's staff, business operations or reputation at risk.

Such suspension or termination shall not relieve the Client of any obligation to pay outstanding amounts due.

104 ABUSIVE OR THREATENING BEHAVIOUR

Without limiting any other rights available to the Company, the Company may immediately suspend or terminate services where the Client:

• Uses abusive language
• Makes threats
• Harasses Company personnel
• Intimidates Company personnel
• Acts aggressively
• Makes discriminatory remarks
• Uses offensive language
• Engages in bullying
• Repeatedly contacts staff in an unreasonable or excessive manner
• Attempts to coerce or pressure employees into acting outside Company policy
• Otherwise behaves in a manner that materially interferes with the Company's ability to provide services safely and professionally

The Company shall not be liable for any loss arising from such suspension or termination.

105 COMMUNICATION

The Client acknowledges that instructions affecting the scope of work, pricing, technical requirements or contractual obligations should be confirmed in writing.

The Company may rely upon communications received by:

• Email
• Client Portal
• Ticketing System
• Digitally signed documents
• Other written communication methods accepted by the Company

The Company may, but is not obliged to, accept instructions communicated through WhatsApp, SMS or telephone.

Where uncertainty exists, the Company may require written confirmation before acting.

106 AUTHORISED REPRESENTATIVES

The Company may rely upon instructions received from any person whom the Company reasonably believes has authority to act on behalf of the Client.

The Client shall be responsible for ensuring that only authorised persons provide instructions.

The Company shall not be liable for any loss resulting from instructions reasonably believed to have been authorised.

107 RECORDING OF COMMUNICATIONS

To the extent permitted by applicable law, the Company may record telephone calls, online meetings, remote support sessions and electronic communications for purposes including:

• Quality Assurance
• Training
• Security
• Dispute Resolution
• Regulatory Compliance
• Protection of the Company's legal rights

Such recordings may be relied upon as evidence in any legal proceedings or dispute resolution process where permitted by law.

108 CONFIDENTIAL INFORMATION

The Client shall treat as confidential all non-public information relating to the Company, including but not limited to:

• Source Code
• Software Architecture
• AI Models
• AI Prompts
• Pricing Structures
• Quotations
• Internal Processes
• Technical Documentation
• Security Procedures
• Business Strategies
• Trade Secrets
• Client Lists
• Supplier Information
• Proprietary Technology

The Client shall not disclose such information without the Company's prior written consent unless required by law.

109 PUBLIC STATEMENTS

Before publishing any statement alleging breach of contract, fraud, dishonesty, professional misconduct or unlawful conduct by the Company, the Client agrees to notify the Company in writing and provide reasonable particulars of the complaint.

The Company shall be afforded a reasonable opportunity to investigate and respond.

Nothing in this clause prevents the Client from exercising any rights available under applicable law or from making truthful statements where legally entitled to do so.

110 ONLINE REVIEWS

The Company values honest and genuine feedback. The Client agrees that any public review or online statement relating to the Company shall:

• Be truthful
• Be based upon the Client's genuine experience
• Not knowingly contain false, misleading or defamatory statements
• Comply with applicable law

Nothing in this clause prevents the Client from expressing an honestly held opinion or exercising any legal right.

111 SOCIAL MEDIA

The Client shall not knowingly publish or distribute false, misleading, defamatory or unlawful content concerning the Company, its directors, employees or services.

Nothing contained in these Terms shall prevent lawful criticism, fair comment or any rights protected by applicable law.

112 PROTECTION OF COMPANY PERSONNEL

The Client shall not knowingly interfere with, harass or induce Company personnel to act contrary to Company policies or contractual obligations.

The Company reserves the right to restrict direct communication with individual employees where necessary to protect staff or business operations.

113 NON-SOLICITATION OF EMPLOYEES

During the term of the business relationship and for a period of twelve (12) months following its termination, the Client shall not knowingly solicit for employment any employee of the Company who was materially involved in providing services to the Client, unless otherwise agreed in writing.

This clause shall not prohibit general recruitment advertisements that are not specifically directed at Company employees.

114 FRAUD AND MISREPRESENTATION

The Company may immediately suspend or terminate services where it reasonably suspects:

• Fraud
• Identity Theft
• Payment Fraud
• Misrepresentation
• Unauthorised Access
• Criminal Activity
• Any unlawful conduct affecting the Company or its clients

The Company reserves the right to cooperate with law enforcement authorities where required by law.

115 DISPUTE NOTIFICATION

If the Client believes that a dispute has arisen concerning the Company's products or services, the Client shall notify the Company in writing as soon as reasonably practicable, setting out reasonable details of the complaint.

The parties shall endeavour in good faith to resolve the matter through discussion before commencing formal legal proceedings, except where urgent legal relief is reasonably required.

Nothing in this clause prevents either party from exercising any right available under applicable law.

116 COMPANY'S RIGHT TO REFUSE SERVICE

The Company reserves the right, to the maximum extent permitted by applicable law, to refuse to provide or continue providing products or services where:

• The Client repeatedly breaches these Terms and Conditions
• The Client fails to make payment when due
• The Client provides false or misleading information
• Fraud or unlawful conduct is reasonably suspected
• The Client's conduct creates an unreasonable legal, operational or cybersecurity risk
• Continuing the business relationship is no longer commercially reasonable

The exercise of this right shall not affect any accrued rights or obligations of either party.

117 SURVIVAL OF CLIENT OBLIGATIONS

The obligations contained in this Part, including confidentiality, protection of confidential information, non-solicitation, payment obligations, dispute procedures and any obligations intended by their nature to survive termination, shall remain in force after the termination, cancellation or expiry of the business relationship to the extent permitted by applicable law.

118 ACCEPTANCE OF THESE TERMS AND CONDITIONS

These Terms and Conditions are published on the Company's official website and are incorporated into every quotation, invoice, proposal, agreement, purchase, order and service provided by the Company.

The Client acknowledges and agrees that these Terms and Conditions become binding upon the Client when the Client performs any one or more of the following acts:

• Requests a quotation
• Accepts a quotation
• Requests products or services
• Places an order
• Makes any payment to the Company
• Pays a deposit
• Uses any product or service supplied by the Company
• Accesses or uses any software, website, web application or mobile application supplied by the Company
• Requests technical support
• Requests remote or onsite assistance
• Continues to use the Company's services after being notified that these Terms have been updated
• Otherwise conducts business with the Company

The Client acknowledges that it is the Client's responsibility to read these Terms and Conditions before entering into any transaction with the Company.

119 ENTIRE AGREEMENT

These Terms and Conditions, together with any written quotation, proposal, statement of work or signed agreement, constitute the entire agreement between the Company and the Client.

No verbal discussion, email, WhatsApp message, SMS, representation, promise or statement shall amend these Terms unless confirmed in writing and signed by a Director of the Company.

120 ELECTRONIC COMMUNICATIONS

The Client agrees that communications sent electronically, including by email, client portal or other electronic means approved by the Company, may satisfy any legal requirement for communications to be in writing where recognised by applicable law.

Electronic records maintained by the Company may be relied upon as evidence in any dispute or legal proceedings, subject to applicable rules of evidence.

121 AMENDMENT OF TERMS

The Company reserves the right to amend these Terms and Conditions from time to time.

Updated Terms shall be published on the Company's official website.

Any amended Terms shall apply to new transactions immediately upon publication.

Where permitted by applicable law, continued use of the Company's products or services after notification of amended Terms shall constitute acceptance of those amended Terms.

122 SEVERABILITY

If any provision of these Terms and Conditions is declared invalid, unlawful or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.

123 NO WAIVER

No delay, omission or failure by the Company to exercise any right or remedy shall constitute a waiver of that right or remedy.

Any waiver shall be valid only if made in writing and signed by a Director of the Company.

124 FORCE MAJEURE

The Company shall not be liable for any delay or failure to perform its obligations where such delay or failure results from events beyond its reasonable control, including but not limited to:

• Natural disasters
• Floods
• Fires
• Epidemics or pandemics
• Civil unrest
• War
• Terrorism
• Labour disputes
• Government action
• Utility failures
• Internet outages
• Cybersecurity incidents
• Failure of third-party suppliers
• Any other event beyond the reasonable control of the Company

125 GOVERNING LAW

These Terms and Conditions shall be governed by and interpreted in accordance with the laws of the Republic of South Africa.

126 DISPUTE RESOLUTION

Before commencing formal court proceedings, the parties shall endeavour in good faith to resolve any dispute through written discussions and, where appropriate, negotiation or mediation.

Nothing in this clause prevents either party from seeking urgent interim relief from a court of competent jurisdiction or exercising any right that cannot lawfully be restricted.

127 JURISDICTION

Subject to any mandatory provisions of applicable South African law, the parties consent to the jurisdiction of the competent courts of the Republic of South Africa for the determination of any dispute arising from these Terms and Conditions.

128 ASSIGNMENT

The Client may not assign, transfer or cede any rights or obligations under these Terms without the Company's prior written consent.

The Company may assign or transfer its rights or obligations where permitted by law.

129 SURVIVAL

Any provision which by its nature is intended to survive termination, including payment obligations, confidentiality, intellectual property, limitation of liability, indemnities and dispute resolution provisions, shall survive the termination or expiry of the business relationship.

130 HEADINGS

Clause headings are included for convenience only and shall not affect the interpretation of these Terms and Conditions.

131 LANGUAGE

These Terms and Conditions are drafted in the English language.

Where they are translated into another language, the English version shall prevail to the extent permitted by applicable law in the event of any inconsistency.

132 EFFECTIVE DATE

These Terms and Conditions shall become effective on the date published by the Company and shall remain in force until amended or replaced by the Company.