Software Terms & Conditions

1.Definitions

BOS / Standard App

QuickEasy BOS, our pre-built ERP application licensed to customers under substantially the same terms, as described in the applicable Order.

Custom Development

software designed and built specifically for you under a Statement of Work (“SOW”).

Order / SOW

the quotation, proposal, or statement of work we agree with you in writing (including by email), describing what is licensed or built, the fees, and the timeline.

Deliverables

the Standard App and/or the software, documentation, and materials delivered under an Order or SOW.

Background IP

intellectual property that exists before, or is developed independently of, a particular Order or SOW — including the BOS codebase and our reusable frameworks, tools, and know-how.

Custom IP

intellectual property created specifically for you under an SOW, excluding any Background IP embedded in it.

Customer / you

the person or organisation named in the Order or SOW.

2.How these terms work

This document is our master Terms & Conditions for software licensing and development. Every Order and every SOW incorporates it by reference. If an Order or SOW expressly states a different term for that specific engagement, that term prevails for that engagement only — this document still governs everything the Order or SOW does not address.

3.Licence to use QuickEasy BOS

Subject to payment of the applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable licence to use QuickEasy BOS for your own internal business purposes, for the duration of your subscription and support period, as described in the applicable Order. The features included are those set out in your Order.

You may not, and may not permit any third party to: reverse-engineer, decompile, or disassemble BOS except to the extent applicable law makes that restriction unenforceable; resell, sublicense, or provide BOS to any third party as a standalone product; or use BOS to build a competing product. We may update or improve BOS from time to time; where a change materially reduces functionality we will communicate it in advance where reasonably possible.

4.Custom development

Each Custom Development engagement is governed by its SOW, which describes the scope, fees, milestones, and timeline. Either party may propose a change to scope, timeline, or fees; no change is binding until agreed in writing (including by email) by both parties. Reworks or additional work needed because of incomplete or inaccurate information you supply, and additional training, are billed in addition to the agreed project fees.

We will notify you when a Deliverable is ready for review. You have ten (10) business days from that notice to identify, in writing, any material respect in which the Deliverable does not conform to the applicable SOW. If you do not do so within that period, the Deliverable is deemed accepted. Where you identify a valid non-conformity, we will remedy it within a reasonable time and resubmit it for acceptance.

5.Intellectual property

5.1 Background IP. We own and retain all right, title, and interest in our Background IP, including the BOS codebase and any reusable frameworks, components, or tools used to build Deliverables. Nothing in this document or any SOW transfers ownership of Background IP; it is licensed to you only as embedded in the Deliverables and only for as long as you use the Deliverables in accordance with these terms.

5.2 Custom IP. Upon our receipt of full and final payment of all fees due under the applicable SOW, we assign to you all right, title, and interest in the copyright and other intellectual property rights in the Custom IP created specifically for you under that SOW, excluding any Background IP embedded in it. Until such payment is received in full, all Custom IP remains our exclusive property.

5.3 Your materials. You retain all rights in the data, content, and branding you provide to us, and you grant us a licence to use those materials solely to perform the applicable Order or SOW.

6.Working together

Project management. For an implementation, we assign a dedicated project manager who is your primary point of contact until the project is completed, after which you are handed over to our Helpdesk for ongoing support. You will designate a single point of contact who can give approvals, gather feedback, and coordinate communication within your organisation.

Your responsibilities. The successful implementation of BOS depends on your cooperation. You agree to provide accurate and timely information, requirements, and feedback, and to make key personnel available for discussions, meetings, decisions, and training. Your staff should have access to a computer with a webcam, headset, and microphone for online training sessions and project reviews.

Training. We train using a “train-the-trainer” approach: we train a selected group of super-users from your organisation, who then cascade that knowledge to your other users. You will identify suitable individuals to act as super-users.

Communication. Our primary channels are email, Google Meet, and the QuickEasy Helpdesk. We may use WhatsApp for ad-hoc or simple queries, but major queries and decisions must be formalised by email.

7.Support & Helpdesk

The QuickEasy Helpdesk is the official platform for all support requests. Every request logged with the Helpdesk is assigned a unique Service Management (SM) number for reference; requests without a valid SM number cannot be actioned or escalated. We prioritise requests according to their severity and impact, and use reasonable efforts to respond promptly. Unless a separate Service Level Agreement has been purchased and agreed in writing, no specific response time or uptime is guaranteed. Support does not cover issues caused by misuse, unauthorised modification, or third-party integrations we did not build or approve.

8.Fees, subscriptions & payment

Fees are stated in the applicable Order or SOW and are exclusive of VAT and any other applicable taxes, which are payable in addition where applicable. Cloud server subscriptions are billed from the initiation of the cloud server. User subscriptions are billed for the total number of concurrent users able to access BOS, from the time users can access the system.

Invoices are payable within the period stated on the invoice. We may charge interest on overdue amounts at the rate prescribed from time to time under the Prescribed Rate of Interest Act 55 of 1975, and we may suspend access to BOS or pause development work while an invoice remains unpaid beyond a reasonable grace period, without that suspension being a breach by us.

9.Confidentiality & data protection

9.1 Confidentiality. Each party will keep the other's confidential information confidential and use it only to perform its obligations under these terms, except for information that is public, was already known, is independently developed, or must be disclosed by law.

9.2 Personal information. Where we process personal information on your behalf through BOS or a Custom Development (for example, your own customers' or employees' data flowing through a system we host or built), we act as an operator as defined in the Protection of Personal Information Act 4 of 2013 (“POPIA”) and you remain the responsible party. We will process that information only on your documented instructions, keep it confidential, and maintain appropriate security safeguards consistent with sections 19–21 of POPIA. Where an engagement requires more specific terms, the parties will agree a separate data processing addendum. Our own handling of personal information is described in our POPIA Privacy Policy.

10.Warranties & disclaimers

10.1 Limited warranty. We warrant that, for ninety (90) days from delivery, Deliverables will materially conform to their documentation. Your sole remedy for breach of this warranty is that we will repair the non-conformity at no additional charge.

10.2 Disclaimer. Except as expressly stated in clause 10.1, and to the maximum extent permitted by law, Deliverables are provided without any other warranty, express or implied, including any warranty of merchantability or fitness for a particular purpose.

10.3 Consumer rights. If you are a “consumer” under the Consumer Protection Act 68 of 2008 — broadly, a natural person, or a juristic person whose asset value and annual turnover are both below the threshold set by the Minister (currently R2 million) — the implied warranty of good quality under sections 55–56 of that Act applies for six months after delivery regardless of clause 10.2, and nothing in these terms limits rights that cannot be excluded under that Act.

11.Limitation of liability

To the maximum extent permitted by law, our total liability arising out of or in connection with an Order, an SOW, or these terms, whether in contract, delict, or otherwise, is limited to the total fees you paid under the applicable Order or SOW in the twelve (12) months preceding the event giving rise to the claim. Neither party is liable for any indirect, special, or consequential loss, including loss of profit, revenue, or data.

Nothing in this clause limits liability for death or personal injury caused by negligence, for fraud, gross negligence, or wilful misconduct, or for anything else that cannot lawfully be excluded or limited under South African law.

12.Term & termination

Either party may terminate an Order or SOW for the other party's material breach that remains uncured fourteen (14) days after written notice describing it. We may suspend or terminate a licence for non-payment as described in section 8. On termination: you pay for all work performed and fees due up to the termination date; any licence to use BOS ends; and each party returns or destroys the other's confidential information on request, except as needed to comply with law or for routine backup and archival purposes.

13.Force majeure

Neither party is liable for a failure or delay in performance caused by circumstances beyond its reasonable control — including load-shedding or other utility failures, internet or cloud-provider outages, natural disaster, or governmental action — for as long as that circumstance continues.

14.Compliance

Each party will comply with applicable law in performing its obligations, including anti-bribery and anti-corruption law (in South Africa, the Prevention and Combating of Corrupt Activities Act 12 of 2004) and any applicable trade-control or sanctions law where an engagement involves cross-border delivery.

15.Governing law & dispute resolution

These terms, and any Order or SOW entered into under them, are governed by the laws of the Republic of South Africa. The parties submit to the non-exclusive jurisdiction of the South African courts.

16.General

If any provision is found to be unenforceable, the rest remains in force. The order of precedence between documents is: the applicable Order or SOW, then this document, then any marketing or descriptive material (which is not contractually binding). Neither party may assign these terms without the other's consent, except to a successor of substantially all its business. The relationship between the parties is that of independent contractors; nothing here creates a partnership, agency, or employment relationship. No failure to enforce any provision is a waiver of it.