SaaS Subscription Terms and End User Licence Agreement

1.Introduction

These SaaS Subscription Terms and End User Licence Agreement ("Agreement") govern the subscription, access to and use of the FinSuiteSA Enterprise Software ecosystem, including the core FinSuiteSA Enterprise Software platform and authorised applications, modules, websites, mobile applications, interfaces and related services.

The services are provided by Maja Consulting And Projects (Pty) Ltd, trading as FinSuiteSA ("FinSuiteSA", "we", "us" or "our").

The FinSuiteSA Enterprise Software ecosystem may include, without limitation:

• —FinSuiteSA Enterprise Software — the core business-management platform and central data environment;
• —FinSuiteSA POS App — the point-of-sale application;
• —FinSuiteSA Online Shop App — the online shopping and ordering application;
• —FinSuiteSA Stocktake App — the stocktaking and inventory application; and
• —Other FinSuiteSA applications, modules, services or interfaces introduced by FinSuiteSA from time to time.

Individual applications may be included in a Subscription, offered as optional add-ons, or made available under separate pricing arrangements.

By creating an account, subscribing to, accessing or using any part of the FinSuiteSA Enterprise Software ecosystem, the Customer agrees to be bound by this Agreement.

If the Customer does not agree to these terms, the Customer must not subscribe to or use the applicable Service.

2.Definitions

For purposes of this Agreement:

3.FinSuiteSA Enterprise Software ecosystem

FinSuiteSA Enterprise Software is designed as a central business-management platform that may support multiple applications and interfaces.

Depending on the Customer’s Subscription, one or more FinSuiteSA Applications may connect to the Customer’s Enterprise environment. These applications may share relevant Customer Data through the Platform’s central database or connected data environment. For example, FinSuiteSA Enterprise Software feeds a central Customer Data environment, which in turn serves:

• —FinSuiteSA POS App;
• —FinSuiteSA Online Shop App;
• —FinSuiteSA Stocktake App; and
• —Other authorised FinSuiteSA Applications.

The exact applications and functionality available to the Customer depend on the applicable Subscription.

4.Description of the service

FinSuiteSA Enterprise Software provides businesses with software tools for recording, managing and reporting on business activities. Depending on the applicable Subscription, the Platform may provide functionality including:

• —Product and category management;
• —SKU and barcode management;
• —Product pricing;
• —Point-of-sale sales processing;
• —Sales recording;
• —Payment-method recording;
• —Receipt and invoice generation;
• —Inventory and stock management;
• —Stocktaking;
• —Inventory purchasing;
• —Supplier and creditor records;
• —Customer and debtor records;
• —Returnable-container and empty-container recording;
• —Business expense recording;
• —Asset purchase recording;
• —Accounting-related transaction records;
• —Payroll-related functionality;
• —Online shopping and ordering;
• —Sales and management reporting;
• —Inventory reporting;
• —Accounting reporting;
• —User access and permissions;
• —Data synchronisation between authorised applications; and
• —Other functionality introduced by FinSuiteSA.

Features may differ between Subscription plans.

FinSuiteSA may improve, modify, replace or discontinue individual features as the Platform develops, provided that such changes do not materially deprive the Customer of the principal functionality of the Service for which the Customer has subscribed.

5.FinSuiteSA Applications

The exact functionality of each application may change as the Platform develops.

6.Shared database and data synchronisation

Where supported by the Customer’s Subscription and configuration, FinSuiteSA Applications may connect to and share data with the Customer’s Enterprise environment. This may allow information recorded through one application to become available to another authorised application. Examples may include:

• —Products created in Enterprise being made available to the POS App;
• —Stock information being used by the POS and Stocktake Apps;
• —Online Shop orders being transmitted to the Enterprise environment;
• —POS transactions being reflected in Enterprise records;
• —Stocktake results being transmitted to Enterprise; and
• —Customer, product, pricing and transaction information being shared between authorised applications.

The exact categories of data shared between applications depend on the relevant application, configuration and Subscription.

FinSuiteSA does not guarantee that every application will share every category of data with every other application.

7.Data synchronisation and connectivity

The Customer acknowledges that connected applications depend on internet connectivity, system availability and data synchronisation. Temporary delays may occur between an application and the Enterprise environment.

Where the Platform provides synchronisation status or error information, the Customer is responsible for reviewing relevant warnings.

FinSuiteSA will use reasonable efforts to maintain data consistency between connected applications. However, FinSuiteSA cannot guarantee instantaneous or uninterrupted synchronisation under all circumstances.

8.Software licence

Subject to payment of the applicable Subscription Fees and compliance with this Agreement, FinSuiteSA grants the Customer a limited, non-exclusive, non-transferable and revocable licence to access and use the Platform during the applicable Subscription Period.

The licence is limited to the Customer’s internal business purposes.

The Customer does not acquire ownership of the Software, source code, database architecture, system design or other FinSuiteSA intellectual property.

The Customer may not sell, rent, lease, sublicense, copy, distribute or commercially exploit the Platform without FinSuiteSA’s prior written permission.

9.Subscription plans and pricing

Access to FinSuiteSA services may require a paid Subscription. The applicable Subscription Fee will be displayed, quoted or otherwise communicated to the Customer before the Subscription is activated. Subscription plans may include:

Note: The actual pricing applicable to a Customer is the pricing displayed or quoted at the time of subscription.

FinSuiteSA may introduce additional Subscription plans, applications, bundles or pricing options.

The applicable pricing schedule, order form, online checkout or Subscription confirmation forms part of the Customer’s Subscription.

10.Subscription fees

Unless otherwise stated, Subscription Fees are quoted in South African Rand (ZAR).

The Customer is responsible for applicable taxes, levies or charges associated with the Subscription to the extent required by law.

Subscription Fees must be paid in accordance with the billing frequency selected by the Customer.

FinSuiteSA may change Subscription Fees by providing reasonable notice to affected Customers. Price changes will generally apply from the beginning of the next applicable Subscription Period.

11.Recurring billing and PayFast

Where recurring billing is offered, Subscription payments may be processed through PayFast Subscriptions or another payment provider designated by FinSuiteSA.

By selecting a recurring Subscription, the Customer authorises the applicable payment provider to process recurring Subscription payments in accordance with the Customer’s payment authorisation and the applicable payment provider’s terms.

Payment processing is subject to the applicable terms, policies and security procedures of the relevant Payment Provider.

FinSuiteSA does not directly hold the Customer’s payment funds merely because a third-party Payment Provider processes a Subscription payment.

12.Merchant funds and payment processing

13.Customer account

The Customer must provide accurate and complete information when creating an Account. The Customer is responsible for:

• —Maintaining accurate Account information;
• —Keeping login credentials confidential;
• —Preventing unauthorised access;
• —Ensuring authorised users comply with this Agreement; and
• —Notifying FinSuiteSA promptly of suspected unauthorised access.

The Customer is responsible for activities conducted through its Account, except to the extent caused by a security failure attributable to FinSuiteSA.

14.User access and permissions

Where multiple users are supported, the Customer is responsible for determining which individuals may access the Platform.

Where individual user accounts are provided, users must not share login credentials.

The Customer is responsible for managing its authorised users and ensuring that users have appropriate access.

FinSuiteSA may provide administrative functionality allowing the Customer to manage user access and permissions.

15.Customer data

The Customer retains ownership of its Customer Data.

The Customer grants FinSuiteSA a limited right to host, store, process, transmit, synchronise and otherwise use Customer Data to the extent reasonably necessary to provide the Service. This may include:

• —Operating the Platform;
• —Synchronising information between authorised applications;
• —Providing technical support;
• —Maintaining system security;
• —Performing backups;
• —Preventing fraud or abuse;
• —Improving system reliability; and
• —Complying with legal obligations.

FinSuiteSA will not sell the Customer’s business records to third parties.

16.Customer responsibility for data

The Customer is responsible for the accuracy, completeness and legality of Customer Data. The Customer remains responsible for verifying:

• —Product information;
• —Prices;
• —Tax information;
• —Stock quantities;
• —Customer information;
• —Supplier information;
• —Payment records;
• —Accounting records;
• —Payroll information; and
• —Reports generated from Customer Data.

FinSuiteSA does not guarantee that incorrect information entered by the Customer will automatically be detected or corrected.

17.Accounting, tax and business information

FinSuiteSA provides software tools for recording and reporting business information.

The Platform does not constitute professional accounting, tax, legal, financial or business advice.

The Customer remains responsible for ensuring that its business records comply with applicable laws and regulations.

Where appropriate, Customers should obtain advice from a qualified accountant, tax practitioner, auditor, attorney or other professional adviser.

18.Data security

FinSuiteSA will implement reasonable technical and organisational measures intended to protect the Platform and Customer Data against unauthorised access, loss, misuse or alteration.

However, no internet-based system can be guaranteed to be completely secure.

The Customer is responsible for maintaining appropriate security practices, including secure passwords, user management and secure devices.

19.Backups and data recovery

FinSuiteSA may maintain backups of Platform data as part of normal operational and disaster-recovery procedures. Backups are intended to assist with recovery following system failure or data loss.

Backups do not replace the Customer’s responsibility to maintain appropriate business records and independent copies of important information where necessary.

FinSuiteSA does not guarantee that every individual record can be recovered following every possible failure or incident.

20.Availability of the service

FinSuiteSA will use reasonable efforts to keep the Platform available and operational. The Customer acknowledges that SaaS services may occasionally become unavailable because of:

• —Scheduled maintenance;
• —Emergency maintenance;
• —Software updates;
• —Hosting-provider outages;
• —Internet failures;
• —Telecommunications failures;
• —Cybersecurity incidents;
• —Third-party service failures;
• —Power failures;
• —Natural disasters;
• —Government actions; or
• —Other circumstances beyond FinSuiteSA’s reasonable control.

FinSuiteSA will endeavour to restore affected services as reasonably practicable.

21.Software updates

FinSuiteSA may periodically update the Platform to:

• —Fix errors;
• —Improve security;
• —Add functionality;
• —Improve performance;
• —Maintain compatibility; or
• —Comply with applicable technical or legal requirements.

Updates may occur automatically without requiring action from the Customer.

22.Third-party services

FinSuiteSA may integrate with or rely upon third-party services, including:

• —PayFast;
• —Banks;
• —Payment providers;
• —Hosting providers;
• —Internet service providers;
• —Application stores;
• —Authentication services;
• —Communication services; and
• —Other technology providers.

FinSuiteSA is not responsible for the availability, performance, security or policies of third-party services outside FinSuiteSA’s reasonable control.

The Customer may be required to accept separate terms imposed by third-party providers.

23.Delivery and activation policy

FinSuiteSA Enterprise Software and its associated applications are digital SaaS products. No physical product is delivered as part of the normal Subscription.

Access is delivered electronically through the internet and/or supported web or mobile applications.

Following successful Subscription registration and confirmation of payment, FinSuiteSA will activate or provide access to the applicable Customer Account and subscribed services.

Where activation is automated, access may be provided shortly after successful payment and completion of the required registration process. Where manual verification, configuration or setup is required, activation may take longer.

24.Application downloads

Where a FinSuiteSA Application is distributed through a third-party application store, including the Apple App Store, Google Play Store or another authorised distribution platform, downloading and installation may be subject to the terms, availability and technical requirements of that platform.

FinSuiteSA is not responsible for third-party application-store outages or restrictions outside its reasonable control.

25.Customer equipment and internet access

The Customer is responsible for obtaining and maintaining the equipment and connectivity necessary to access the Platform. This may include:

• —Computers;
• —Smartphones;
• —Tablets;
• —Barcode scanners;
• —Printers;
• —Internet connections;
• —Compatible browsers;
• —Supported operating systems; and
• —Other peripheral equipment.

FinSuiteSA is not responsible for problems caused by incompatible or defective Customer equipment.

26.Cancellation by the Customer

The Customer may cancel its Subscription using the cancellation procedure made available by FinSuiteSA.

Unless otherwise stated in the applicable Subscription plan, cancellation will prevent the Subscription from automatically renewing at the end of the current paid Subscription Period.

The Customer will generally retain access until the end of the period already paid for, unless access is suspended or terminated earlier in accordance with this Agreement.

27.Recurring subscription cancellation

Where recurring billing is enabled through PayFast or another Payment Provider, the Customer should cancel the recurring Subscription before the next scheduled billing date.

Cancellation after a recurring payment has already been processed does not automatically reverse that payment.

Outstanding amounts already due remain payable.

28.Refund policy

Subscription Fees are generally non-refundable once the applicable Subscription Period has commenced, unless:

• —A refund is expressly provided for in the applicable Subscription offer;
• —FinSuiteSA agrees to a refund;
• —A duplicate or incorrect charge has occurred; or
• —A refund is required by applicable law.

This includes circumstances where a Customer stops using the Platform, uses only part of the available functionality, uses the Platform less frequently than expected, or cancels during an existing paid Subscription Period.

Nothing in this Agreement is intended to remove any statutory refund or cancellation right that cannot lawfully be excluded.

29.Duplicate or incorrect charges

Where a Customer has been charged more than once for the same Subscription because of an error attributable to FinSuiteSA or its billing system, FinSuiteSA will investigate the matter and, where appropriate, refund the duplicate or incorrectly charged amount.

30.Service-related refunds or credits

If FinSuiteSA experiences a material and prolonged failure of the Service directly attributable to FinSuiteSA, FinSuiteSA may, at its reasonable discretion, provide an appropriate service credit or refund for the affected period. This does not apply to outages or failures caused by:

• —Third-party providers;
• —Internet service providers;
• —Customer equipment;
• —Power failures;
• —Events outside FinSuiteSA’s reasonable control; or
• —Other circumstances not directly attributable to FinSuiteSA.

31.Refund requests

Refund requests must be submitted through the customer-support channel specified by FinSuiteSA.

The Customer should provide sufficient information to identify the Account and relevant transaction.

FinSuiteSA may investigate the circumstances before approving or declining a refund, subject to applicable law.

32.Failed payments

Where a recurring Subscription payment fails, is declined, reversed or remains unpaid, FinSuiteSA may:

• —Notify the Customer;
• —Request that the payment method be updated;
• —Retry the payment through the authorised Payment Provider;
• —Restrict or suspend access;
• —Require payment of outstanding amounts; or
• —Terminate the Subscription if the outstanding amount remains unpaid.

FinSuiteSA is not responsible for payment failures caused by the Customer’s bank, card issuer or Payment Provider.

33.Upgrades and downgrades

The Customer may request to upgrade or downgrade its Subscription where such options are offered.

The financial effect of an upgrade or downgrade will depend on the applicable plans and billing cycle.

Where a change occurs during an existing billing period, FinSuiteSA may apply an appropriate prorated charge, credit or adjustment where supported by the applicable billing system.

34.Free trials and promotional offers

FinSuiteSA may offer free trials, discounted introductory periods or promotional Subscription offers. Unless expressly stated otherwise:

• —A free trial does not create a permanent right to free access;
• —Promotional pricing applies only for the stated promotional period;
• —A recurring Subscription may commence at the standard price after the promotional period where the Customer has agreed to recurring billing; and
• —Promotional offers may be subject to additional terms communicated at the time of registration.

35.Suspension of service

FinSuiteSA may suspend or restrict access where reasonably necessary because of:

• —Non-payment;
• —Suspected fraud;
• —Unlawful activity;
• —A serious breach of this Agreement;
• —Security risks;
• —Abuse of the Platform;
• —Attempts to compromise the Platform;
• —Legal or regulatory requirements; or
• —Other circumstances where continued access creates a material risk.

Where reasonably practicable, FinSuiteSA will provide notice before suspension for non-payment or a remediable breach.

36.Termination by FinSuiteSA

FinSuiteSA may terminate a Subscription where:

• —The Customer materially breaches this Agreement and fails to remedy the breach within a reasonable period after notice;
• —The Customer uses the Platform unlawfully;
• —The Customer engages in fraud or abuse;
• —The Customer repeatedly violates acceptable-use requirements;
• —Continued provision of the Service becomes unlawful or impracticable; or
• —Other circumstances recognised under applicable law justify termination.

FinSuiteSA may terminate access immediately where necessary to protect the Platform, its infrastructure or other Customers.

37.Effect of termination

Upon termination or expiry:

• —The Customer’s right to use the Platform ends;
• —The Customer must stop using the Service;
• —Outstanding amounts remain payable; and
• —Rights that by their nature should survive termination will continue.

Subject to applicable law and FinSuiteSA’s data-retention policies, Customer Data may be deleted after a reasonable retention period.

The Customer is responsible for exporting or requesting copies of its data before termination where such functionality is available.

38.Acceptable use

The Customer must not use the Platform to:

• —Commit or facilitate unlawful activity;
• —Defraud another person or business;
• —Gain unauthorised access to another Account;
• —Circumvent security controls;
• —Introduce malicious software;
• —Interfere with Platform operation;
• —Reverse engineer the Software except where permitted by applicable law;
• —Copy or commercially redistribute the Software;
• —Rent, lease, resell or sublicense the Service without permission;
• —Abuse automated access;
• —Overload the Platform; or
• —Damage FinSuiteSA’s infrastructure or other Customers.

FinSuiteSA may suspend access where necessary to protect the Platform or its Customers.

39.Intellectual property

FinSuiteSA and/or its licensors retain all rights, title and interest in:

• —The FinSuiteSA name;
• —FinSuiteSA branding;
• —FinSuiteSA Enterprise Software;
• —FinSuiteSA Applications;
• —Software source code;
• —Database structures;
• —System architecture;
• —User interfaces;
• —Documentation;
• —Designs;
• —Graphics;
• —Logos; and
• —Other intellectual property forming part of the Platform.

Nothing in this Agreement transfers ownership of FinSuiteSA intellectual property to the Customer.

40.Confidentiality

Each party must take reasonable measures to protect confidential information received from the other party. Confidential information does not include information that:

• —Is publicly available;
• —Was already lawfully known;
• —Is independently developed; or
• —Is required to be disclosed by law or lawful authority.

41.Privacy and POPIA

FinSuiteSA will process personal information in accordance with its applicable Privacy Policy and the requirements of the Protection of Personal Information Act 4 of 2013 (POPIA), to the extent applicable.

The Customer is responsible for ensuring that it has the necessary rights and permissions to submit personal information to the Platform.

The Customer must not use the Platform to unlawfully collect, process or disclose personal information.

42.Customer responsibility for compliance

The Customer remains responsible for ensuring that its use of the Platform complies with laws applicable to its business. This may include requirements relating to:

• —Tax;
• —Accounting;
• —Employment;
• —Payroll;
• —Consumer protection;
• —Data protection;
• —Financial records;
• —Industry-specific regulation; and
• —Other applicable legal obligations.

FinSuiteSA does not guarantee that use of the Platform alone will make a Customer compliant with every law applicable to its business.

43.Warranties

FinSuiteSA will provide the Service with reasonable care and skill. FinSuiteSA does not warrant that:

• —The Platform will always be uninterrupted;
• —The Platform will always be completely error-free;
• —Every feature will meet every Customer’s specific requirements;
• —Customer-entered information will always be accurate;
• —The Platform will prevent all business errors; or
• —Third-party services will always be available.

44.Limitation of liability

To the maximum extent permitted by applicable law, FinSuiteSA will not be liable for indirect, incidental, consequential, special or punitive losses arising from the use of or inability to use the Platform. This may include:

• —Loss of profits;
• —Loss of revenue;
• —Loss of business opportunities;
• —Loss of goodwill;
• —Business interruption; or
• —Loss arising from third-party payment services.

Nothing in this Agreement excludes or limits liability that cannot legally be excluded or limited under applicable law.

45.Customer responsibility for business operations

FinSuiteSA is a business-management and transaction-recording platform. The Customer remains responsible for operating its business and making commercial decisions. FinSuiteSA is not responsible for losses resulting from:

• —Incorrect prices entered by the Customer;
• —Incorrect stock quantities;
• —Incorrect tax settings;
• —Incorrect transaction entries;
• —Incorrect user actions;
• —Incorrect accounting classifications;
• —Failure to reconcile records;
• —Failure to maintain appropriate records; or
• —Reliance on reports without appropriate verification.

46.Force majeure

Neither party will be responsible for failure or delay caused by circumstances beyond its reasonable control, including:

• —Natural disasters;
• —War;
• —Civil unrest;
• —Government action;
• —Telecommunications failures;
• —Widespread internet outages;
• —Power failures;
• —Cyberattacks; or
• —Failures of third-party infrastructure.

47.Changes to the Platform

FinSuiteSA may develop and introduce additional applications, modules, features and services. New applications may:

• —Be included in existing Subscription plans;
• —Require an additional Subscription Fee;
• —Be offered as optional add-ons; or
• —Be made available under separate commercial terms.

48.Changes to this Agreement

FinSuiteSA may update this Agreement from time to time.

Where a change materially affects the Customer’s rights or obligations, FinSuiteSA will provide reasonable notice where practicable.

Continued use of the Platform after the effective date of an updated Agreement constitutes acceptance of the updated terms, subject to applicable law.

49.Electronic acceptance

The Customer agrees that electronic acceptance of this Agreement, including by:

• —Selecting “I Agree”;
• —Selecting “Accept”;
• —Completing an online Subscription;
• —Creating an Account; or
• —Using the Platform after being presented with this Agreement,

constitutes acceptance of this Agreement to the extent permitted by applicable law.

Electronic records of acceptance may be retained by FinSuiteSA as evidence of acceptance.

50.No transfer of ownership

This Agreement grants the Customer a right to use the Platform during the applicable Subscription Period. It does not constitute the sale or transfer of ownership of:

• —FinSuiteSA Enterprise Software;
• —FinSuiteSA Applications;
• —Source code;
• —Database architecture;
• —System design; or
• —FinSuiteSA intellectual property.

51.Assignment

The Customer may not transfer or assign its rights under this Agreement to another person or entity without FinSuiteSA’s prior written consent, except where such restriction cannot legally apply.

FinSuiteSA may assign or transfer its rights and obligations as part of a merger, acquisition, restructuring, sale of assets or similar corporate transaction.

52.Severability

If any provision of this Agreement is found to be invalid, unlawful or unenforceable, that provision will be interpreted or modified to the extent necessary to make it enforceable where legally possible.

The remaining provisions will continue in effect.

53.Entire agreement

This Agreement, together with the applicable Subscription details, pricing information, Privacy Policy and other documents expressly incorporated into it, constitutes the agreement between FinSuiteSA and the Customer concerning use of the Platform.

It supersedes previous agreements or representations concerning the same subject matter, except where expressly agreed otherwise in writing.

54.Governing law

This Agreement is governed by the laws of the Republic of South Africa.

Subject to any mandatory rights available to the Customer under applicable law, disputes arising from this Agreement will be subject to the jurisdiction of the courts of South Africa.

55.Consumer protection

Where the Customer qualifies as a consumer under applicable South African consumer-protection legislation, nothing in this Agreement is intended to remove or unlawfully limit any mandatory rights or protections afforded to that Customer by law.

Where a provision of this Agreement conflicts with a mandatory provision of applicable law, the mandatory legal provision will prevail to the extent of the conflict.

56.Notices and contact details

• —Service provider: Maja Consulting And Projects (Pty) Ltd
• —Trading name: FinSuiteSA
• —Website: www.finsuitesa.co.za
• —Email: info@finsuitesa.co.za
• —Telephone: 015 004 1831
• —Registered/business address: Stand Nr 40222, Ga-Maja, 0719

57.Customer acceptance

By subscribing to or using FinSuiteSA Enterprise Software or any authorised FinSuiteSA Application, the Customer confirms:

• —I have read and understood the FinSuiteSA Enterprise Software SaaS Subscription Terms and End User Licence Agreement.
• —I agree to the terms governing my use of the FinSuiteSA Enterprise Software ecosystem.
• —I understand that FinSuiteSA Enterprise Software may operate together with additional applications, including the FinSuiteSA POS App, FinSuiteSA Online Shop App and FinSuiteSA Stocktake App.
• —I understand that authorised applications may share and synchronise Customer Data through the FinSuiteSA Enterprise Software environment.
• —I understand that access to individual applications depends on my Subscription.
• —I understand that FinSuiteSA does not hold, settle or transfer merchant funds on my behalf.
• —I understand that payment processing and settlement of electronic payments are performed by the relevant bank, Payment Provider or financial institution.
• —I understand that Subscription Fees may be charged on a recurring basis where I have selected a recurring Subscription.
• —I understand the cancellation and refund provisions applicable to my Subscription.
• —I understand that FinSuiteSA services are delivered electronically and that no physical software product is supplied as part of the normal SaaS Subscription.
• —I remain responsible for the accuracy of information entered into the Platform and for the operation and legal compliance of my business.