Terms of Service

These Terms of Service (the “Terms”) govern access to and use of the RE-TEC Solutions software-as-a-service platform, the marketing website at re-tecsolutions.com and any related services (collectively, the “Services”) provided by RE-TEC Solutions (Pty) Ltd (“RE-TEC”, “we”, “our”, “us”), registered in South Africa.

By signing an Order Form, accepting these Terms electronically, or using the Services, you accept these Terms on behalf of the legal entity you represent (the “Customer”) and warrant that you have the authority to do so. If you do not agree, do not use the Services.

Where you and RE-TEC have signed a separate written agreement covering the Services (a “Master Subscription Agreement”), that agreement governs in case of conflict with these Terms.

• Customer Data - data, content and information submitted to or generated by Customer or its Users through the Services.
• Documentation - the user guides, technical documentation and help materials we make available.
• DPA - the Data Processing Addendum entered into between Customer and RE-TEC governing processing of personal information.
• Order Form - an ordering document specifying modules, fees, term and any module-specific terms.
• Personal Information - as defined in POPIA, equivalent to “personal data” under GDPR.
• Users - Customer’s employees, contractors and agents authorised to use the Services.

Subject to these Terms and payment of applicable fees, RE-TEC grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the subscription term for Customer’s internal business purposes.

RE-TEC may update the Services from time to time. We will not materially reduce the functionality available to Customer during a paid term without reasonable notice.

Customer is responsible for:

• The accuracy, quality and legality of Customer Data and the means by which it was obtained.
• The acts and omissions of its Users, including compliance with these Terms.
• Maintaining the confidentiality of User credentials and promptly notifying RE-TEC of any unauthorised access.
• Configuring the Services in accordance with its own legal, regulatory and security obligations.

Customer will not, and will not permit any User or third party to:

• Sell, resell, sublicense or otherwise commercially exploit the Services without RE-TEC’s prior written consent.
• Reverse-engineer, decompile or attempt to derive the source code of the Services, except to the extent expressly permitted by applicable law.
• Use the Services to store or transmit infringing, defamatory, unlawful or malicious content, or to violate any third-party rights.
• Use the Services to develop a competing product or to benchmark performance for publication without consent.
• Probe, scan, penetrate or test the Services without written authorisation. A coordinated disclosure programme is available on request.
• Bypass usage limits, access controls, or use automated means to extract data at scale beyond documented APIs.

As between the parties, Customer retains all right, title and interest in and to Customer Data. Customer grants RE-TEC a limited, non-exclusive licence to use Customer Data solely to provide, secure, monitor and improve the Services for Customer.

Where Customer Data includes Personal Information, the processing is governed by the DPA, which is incorporated by reference. RE-TEC processes Personal Information as an operator/processor in accordance with POPIA, GDPR and the UK GDPR.

RE-TEC may produce aggregated, de-identified analytics derived from use of the Services. RE-TEC may use such analytics to operate and improve the Services. Aggregated outputs will not identify Customer or any individual.

RE-TEC maintains an information security programme aligned to the SOC 2 Type II Trust Services Criteria and is actively progressing toward independent attestation. The programme includes data encryption at rest and in transit, role-based access control, multi-tenant logical isolation, continuous monitoring, vulnerability management, penetration testing, incident response, business continuity, and personnel screening.

RE-TEC will notify Customer of a confirmed security incident affecting Customer Data without undue delay in accordance with the DPA. A summary of the security programme is available on request.

RE-TEC will use commercially reasonable efforts to make the Services available 24x7, excluding scheduled maintenance windows communicated in advance and unscheduled emergency maintenance.

Service-level commitments and remedies, if any, are set out in the Order Form or a separate Service Level Agreement.

Customer will pay the fees set out in the Order Form. Unless stated otherwise, invoices are payable within 30 days, in the currency specified, and exclude VAT and other applicable taxes.

Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. RE-TEC may suspend the Services if fees are more than 30 days overdue, after providing reasonable notice.

These Terms commence on the effective date of the Order Form and continue for the initial subscription term, renewing automatically for like periods unless either party gives written notice of non-renewal at least 60 days before the end of the then-current term.

Either party may terminate for material breach if the breach remains uncured 30 days after written notice. RE-TEC may terminate immediately for non-payment, malicious misuse, or breach of the permitted-use restrictions.

On termination: Customer’s rights to use the Services end; outstanding fees become immediately payable; and RE-TEC will, for 30 days after termination, make Customer Data available for export, after which it will be deleted or returned in accordance with the DPA.

RE-TEC and its licensors retain all right, title and interest in and to the Services, Documentation and all underlying software, models, content and trademarks. No rights are granted to Customer other than those expressly set out in these Terms.

If Customer provides RE-TEC with suggestions or feedback, RE-TEC may use such feedback without restriction or obligation.

Each party will protect the other party’s Confidential Information with the same degree of care it uses to protect its own confidential information (no less than reasonable care) and will use it only to exercise rights and perform obligations under these Terms. Confidential Information does not include information that is publicly known through no fault of the recipient, was rightfully known before disclosure, or is independently developed.

Each party warrants that it has the legal capacity and authority to enter into and perform these Terms.

RE-TEC warrants that the Services will perform materially in accordance with the Documentation. Customer’s sole remedy for breach of this warranty is, at RE-TEC’s option, to correct the non-conformity, re-perform the affected Services, or terminate the affected order and refund pre-paid unused fees.

To the maximum extent permitted by law, except as expressly set out in these Terms, the Services are provided “AS IS” and RE-TEC disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement and any warranty arising out of course of dealing or trade.

RE-TEC will defend Customer against third-party claims alleging that the Services, as provided and used in accordance with these Terms, infringe such third party’s intellectual property rights, and will pay damages and reasonable legal fees finally awarded or agreed in settlement.

Customer will defend RE-TEC against third-party claims arising from Customer Data, Customer’s use of the Services in breach of these Terms, or violation of applicable law.

The indemnified party must provide prompt written notice, reasonable cooperation and sole control of the defence and settlement (subject to the indemnified party’s right to participate at its own expense).

To the maximum extent permitted by applicable law, neither party will be liable for indirect, incidental, special, consequential, punitive or exemplary damages, or for loss of profits, revenue, data, business or goodwill, even if advised of the possibility of such damages.

Each party’s aggregate liability arising out of or related to these Terms will not exceed the fees paid or payable by Customer to RE-TEC in the 12 months preceding the event giving rise to the claim.

The limitations do not apply to: (a) breach of confidentiality; (b) the indemnification obligations; (c) breach of the permitted-use restrictions; (d) Customer’s payment obligations; or (e) liability that cannot be limited by law (including liability for fraud, wilful misconduct, death or personal injury caused by negligence).

Neither party will be liable for any delay or failure to perform (except for payment obligations) due to causes beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, government action, labour disputes, internet or utility failures.

These Terms are governed by the laws of the Republic of South Africa, excluding its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the High Court of South Africa, Gauteng Division, Johannesburg, except that either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

Before initiating litigation, the parties will attempt in good faith to resolve any dispute through escalation between authorised representatives.

• Assignment - Neither party may assign these Terms without the other’s consent, except to an affiliate or in connection with a merger, acquisition or sale of all or substantially all of its assets.
• Notices - Legal notices must be in writing and sent to the addresses set out in the Order Form or to aileen@re-tecsolutions.com for RE-TEC.
• Severability - If any provision is held unenforceable, the remainder remains in full force.
• Waiver - Failure to enforce a right is not a waiver of that right.
• No third-party beneficiaries - These Terms do not confer rights on any person who is not a party.
• Entire agreement - These Terms, the Order Form, the DPA and the Documentation constitute the entire agreement between the parties on this subject and supersede prior communications.
• Modifications - RE-TEC may update these Terms by posting a revised version. Material changes will be communicated at least 30 days before they take effect.

Questions about these Terms can be sent to aileen@re-tecsolutions.com or by post to RE-TEC Solutions (Pty) Ltd, 28 Fricker Road, Illovo, Sandton, Johannesburg, South Africa.