TERMS AND CONDITIONS

1. Parties and acceptance

1.1 These Terms and Conditions ("Terms") govern access to and use of the ShyftOS platform, including all websites, applications, interfaces, APIs, features, and related services (collectively, the "Services").

1.2 The Services are operated by SHIFTED UNIVERSE (PTY) LTD, registration number 2024/582839/07, with its registered address at 590 Beagle Road, Garsfontein, Pretoria, 0042, Republic of South Africa ("ShyftOS", "we", "us", "our").

1.3 By creating an account, accepting an invitation, clicking an acceptance control, or otherwise accessing or using the Services, you agree to be bound by these Terms. If you do not agree, you may not access or use the Services.

1.4 Where you accept these Terms on behalf of a company, organisation, or other legal entity ("Organisation"), you warrant that you have authority to bind that Organisation. In such case, "you" and "your" refer to both you and the Organisation.

2. Definitions

"Account" means a registered user account.

"Workspace" means a logical tenant within the Services representing an organisation or operational environment.

"Authorised User" means any individual authorised to access a Workspace.

"Customer Data" means all data submitted, stored, processed, or transmitted through the Services by or on behalf of an Organisation or its users.

"Personal Information" has the meaning assigned in the Protection of Personal Information Act 4 of 2013 ("POPIA").

"Subscription" means a free, beta, or paid plan governing use of the Services.

"Third-Party Services" means external services used in connection with the Services.

3. Eligibility and accounts

3.1 You must be 18 years or older to use the Services.

3.2 You must provide accurate and current information and keep your account details secure.

3.3 You are responsible for all activity conducted under your Account and for maintaining the confidentiality of login credentials.

3.4 You must immediately notify us of any unauthorised access or suspected security breach.

4. Workspaces and administration

4.1 Each Workspace is administered by one or more designated administrators.

4.2 Workspace administrators are solely responsible for inviting and removing users, assigning roles and permissions, ensuring Customer Data is lawfully collected and processed, managing Workspace-level configuration.

4.3 We may rely on Workspace administrator instructions as authoritative.

5. Licence and permitted use

5.1 We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Services for internal business purposes during the term of your Subscription.

5.2 You may not: reverse engineer or attempt to derive source code, resell or sublicense the Services, interfere with system security or integrity, use the Services for unlawful purposes, upload malicious code, process data you are not lawfully authorised to process.

6. Acceptable Use

6.1 You may not use the Services to: violate any law or regulation, infringe third-party rights, distribute malware or spam, engage in harassment, abuse, or deceptive practices, overload or disrupt the platform.

6.2 We may suspend or terminate access for violations or suspected misuse.

7. Customer Data and ownership

7.1 Customer Data remains the property of the Organisation.

7.2 You grant us a limited right to host, process, transmit, and display Customer Data solely to provide and improve the Services, ensure security, and comply with legal obligations.

7.3 You warrant that you have a lawful basis to provide Customer Data, including any Personal Information.

8. Privacy and POPIA compliance

8.1 Our Privacy Notice forms part of these Terms.

8.2 For Workspace Customer Data, the Organisation is generally the Responsible Party and ShyftOS acts as an Operator under POPIA, processing Personal Information only on documented instructions, subject to legal obligations.

9. AI-assisted features

9.1 The Services include AI-assisted features powered by Google Gemini (Vertex AI).

9.2 AI outputs are assistive only and may be inaccurate or incomplete.

9.3 You remain solely responsible for verifying outputs and decisions taken based on them.

9.4 You must not submit data to AI features unless you are authorised to do so.

10. Beta features

10.1 The Services are currently offered as a beta.

10.2 Beta features are provided "as is", may change without notice, and may be incomplete or unstable.

10.3 No service level commitments apply during beta.

11. Fees and billing

11.1 The beta is currently free of charge.

11.2 Paid Subscriptions may be introduced after beta, subject to published pricing and terms.

11.3 Fees, once applicable, are payable in advance and exclude VAT unless stated otherwise.

12. Availability and maintenance

12.1 The Services are provided without guaranteed uptime unless expressly agreed.

12.2 We may perform maintenance with or without notice.

13. Security

13.1 We implement reasonable technical and organisational safeguards.

13.2 No system is completely secure; use of the Services is at your own risk.

14. Intellectual property

14.1 All intellectual property in the Services belongs to ShyftOS or its licensors.

14.2 You retain ownership of Customer Data.

14.3 Feedback may be used by us without restriction.

15. High-risk use exclusion

15.1 The Services are not designed or licensed for use in life-critical, safety-critical, or regulated environments where failure could result in death, injury, or significant harm.

16. Confidentiality

16.1 Each party must protect the other’s confidential information using reasonable care.

17. Suspension and termination

17.1 You may terminate your use at any time.

17.2 We may suspend or terminate access for breach, security risk, non-payment (once applicable), or legal compliance.

18. Data retention and deletion

18.1 Upon termination, Customer Data may be exported for 30 days, after which it may be deleted unless legally required to be retained.

19. Disclaimers

19.1 The Services are provided "as is" and "as available".

19.2 We disclaim all warranties to the maximum extent permitted by law.

20. Limitation of liability

20.1 We are not liable for indirect, incidental, consequential, or special damages.

20.2 Our total aggregate liability is limited to the fees paid by you in the 12 months preceding the event giving rise to the claim, or zero where no fees were paid.

20.3 Nothing limits liability where such limitation is prohibited by law.

21. Indemnity

21.1 You indemnify ShyftOS against claims arising from your use of the Services, Customer Data, or breach of these Terms.

21.2 No intellectual property indemnity is provided.

22. Electronic communications

22.1 You consent to receive communications electronically in accordance with the Electronic Communications and Transactions Act.

23. Governing law and jurisdiction

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

23.2 The Gauteng High Court, Pretoria has exclusive jurisdiction.

24. General

24.1 Severability applies.

24.2 No waiver applies unless in writing.

24.3 These Terms constitute the entire agreement.