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Terms & Conditions

Last updated: March 2026

1. DEFINITIONS

In this Agreement, unless the context otherwise requires:

  • "Software" means the subscription-based software service described in Schedule A, including all updates, enhancements, and documentation.
  • "Authorised Users" means the employees, agents, and independent contractors of the Customer who are authorised by the Customer to use the Software.
  • "Confidential Information" means all non-public, business, technical, financial, or other information disclosed by one Party to the other.
  • "Customer Data" means all data, information, content, and material that is uploaded, stored, processed, transmitted, or otherwise made available in the Software by or on behalf of the Customer.
  • "Fees" or "Subscription Fees" means all amounts payable by the Customer to the Supplier under this Agreement.
  • "Force Majeure Event" means any act, event, omission, or accident beyond a Party's reasonable control, including but not limited to acts of God, natural disasters, epidemics, pandemics, strikes, lockouts, labour disputes, war, terrorism, civil commotion, embargoes, governmental restrictions, or interruptions of telecommunications or internet services.
  • "Hardware" means any point-of-sale terminals, peripherals, or related devices supplied by the Supplier to the Customer for use with the Software.
  • "Intellectual Property Rights" means all rights, title, and interest in and to patents, copyright, moral rights, trademarks, service marks, trade names, domain names, trade secrets, designs, know-how, and all other intellectual property rights.
  • "Personal Information" has the meaning given to it in the Protection of Personal Information Act, 2013 ("POPIA"), and where applicable, in the General Data Protection Regulation ("GDPR").

2. SUBSCRIPTION AND LICENSE

Subject to the terms and conditions of this Agreement and payment of the applicable Fees, the Supplier grants to the Customer a non-exclusive, non-transferable license to use the Software during the Subscription Term.

The Customer may permit Authorised Users to use the Software, provided that:

  • The number of Authorised Users does not exceed the number of User Subscriptions purchased;
  • Each Authorised User keeps their login credentials secure and confidential;
  • The Customer maintains an up-to-date list of all Authorised Users.

3. FEES AND PAYMENT

The Customer shall pay all Fees in accordance with the payment terms set out in Schedule B. All Fees are non-refundable except as expressly provided in this Agreement.

The Supplier reserves the right to increase the Subscription Fees annually, provided that such increase shall not exceed 10% of the Fees in effect immediately prior to the increase.

4. DATA PROTECTION

Both Parties shall comply with all applicable data protection laws, including POPIA and GDPR where applicable. The Supplier shall process Customer Data only in accordance with the Customer's instructions and the Data Processing Agreement.

5. INTELLECTUAL PROPERTY

All Intellectual Property Rights in the Software, Documentation, and any modifications, enhancements, or derivatives thereof, shall remain the exclusive property of the Supplier. The Customer acquires no ownership rights in the Software.

6. LIMITATION OF LIABILITY

To the maximum extent permitted by law, the Supplier's total liability under or in connection with this Agreement shall not exceed the total amount paid by the Customer under this Agreement in the 12 months preceding the claim.

Neither Party shall be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or business interruption.

7. TERMINATION

Either Party may terminate this Agreement by giving the other Party not less than 30 days' written notice. The Customer remains liable for all Fees due up to the effective date of termination.

Upon termination, the Customer's access to the Software shall be suspended, and the Supplier shall, at the Customer's request, return or destroy all Customer Data in accordance with the Data Processing Agreement.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of South Africa.

9. CONTACT INFORMATION

If you have any questions about these Terms & Conditions, please contact us at:

NEXO Technologies (Pty) Ltd

Email: [email protected]

Website: www.nexo.app