SMB Terms & Conditions
These Terms and Conditions govern your use of our Small Business solutions provided by Actonia SA. By accessing or using our services, you agree to be bound by these terms. Please read them carefully.
By signing this Agreement, accessing or browsing the “Business Hub” app, clicking a box indicating acceptance, executing an Order Form that references this Agreement, or using our Free Services, you acknowledge that you have read, understood and agree to be bound by the terms of this Agreement.
If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such an entity to this Agreement, in which case the terms “you” or “your” shall refer to such entity. If you do not have such authority or do not agree with this Agreement, you may not use our Services.
If you have any questions about these Terms and Conditions, please contact our customer support team.
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- Definitions:
Agreement: The applicable Order Form, Terms of Service, Privacy Policy, Terms of Use, any additional policies, and all related materials.
Augmented Data: Information provided by you to update, enhance, or verify existing data using our database, public sources, or third-party services.
Consulting Services: Professional services, subject to applicable fees, which may include training & development, integration or other advisory services.
Confidential Information: Non-public, confidential, or proprietary information disclosed by one party to the other in connection with this Agreement. This includes, but is not limited to, the terms of this Agreement, technical data, trade secrets, marketing strategies, software and business information. Information already known to a party or publicly available is not considered Confidential Information.
Customer: An individual or legal entity that obtains websites or services from us.
Documentation: Materials provided for your or your designated Employee’s use with the Services, including instructions or descriptions of the software.
Free Services: Subscription services or other products offered on a complimentary basis, excluding Purchased Services.
Intellectual Property: All intellectual property rights, including algorithms, APIs, concepts, Confidential Information, data, designs, trademarks, copyrights, patents, and other proprietary rights.
Intellectual Property Rights: All present and future rights related to intellectual property, including copyrights, trademarks, trade secrets, patents, and other proprietary rights.
Marks: Any trademark, service mark, or trade name of a party.
Order or Order Form: The online document containing your information, including contact details, subscription tier, term and activated products.
Platform: The application that enables you to use and access the Solutions.
Purchased Services: Subscription services or other products available for purchase, excluding Free Services.
Solutions: Products and/or services offered through the Platform.
Services: Products and services enabled through the Platform and Solutions, ordered under an Order Form or provided as Free Services.
Your Data: Electronic data and information submitted to our Services by you or on your behalf.
User: Any individual or legal entity accepting this Agreement or authorised to use Services, for whom you have purchased a subscription. Users may include you, your employees, consultants and contractors.
2. Services and Our Responsibilities
2.1 Service Provision. Subject to this Agreement and any applicable Order Form, we will:
(a) provide standard or upgraded support, as purchased, and
(b) strive to maintain 24/7 online service availability, excluding:
(i) scheduled maintenance,
(ii) unforeseen events (force majeure), and
(iii) issues caused by your actions or omissions.
2.2 Subscriptions. Information on subscription tiers and their features can be discussed with our fulfilment team. You can upgrade your subscription anytime, but downgrades take effect at the end of your current term.
2.3 Free Services. Free Services are available until the earliest of:
(a) the end of a free trial,
(b) the start of paid services, or
(c) our termination.
2.4 Service Modifications. We may make minor improvements to our solutions without notice. Significant changes will be announced.
2.5 Consulting Services. You can purchase professional consulting services, including training, development, integration or other consulting services, subject to applicable fees.
3. Using Our Services
3.1 Responsible Use : You agree to follow our Terms of Use and Privacy Policy
3.2 Do’s and Don’ts: You must comply with all applicable laws while using our services. Here’s what’s not allowed:
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- Modifying, copying or creating derivative works based on our services.
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- Reverse engineering or decompiling our services to access the source code.
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- Using automated tools like bots or crawlers.
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- Damaging, disabling, or interfering with our services or other users’ experience.
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- Attempting unauthorised access to our services.
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- Accessing our services outside of our authorised interface .
3.3 Your Responsibility: You are responsible for:
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- Abiding by this agreement, documentation, and order forms.
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- Ensuring the accuracy, quality and legality of your data and its use with our solutions.
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- Taking reasonable steps to prevent unauthorised access and notify us promptly of any such incidents.
3.4 Marketplace and Third-Party Products:
Should you use a third-party solution, we may share information to enhance your experience or provide customisations.
We are not responsible for third-party solutions, and your security is your responsibility when using them. We do not endorse or guarantee their availability or support. Any transactions with third parties are solely between you and them.
3.5 Sub-processors and Payment Processing:
For payment processing, we act as your limited agent to receive, hold, and settle payments from your customers on our platform. We, or our third-party payment processor, will settle payments received, minus any company fees and obligations. You agree that a payment received by us on your behalf satisfies your customer’s obligation, regardless of our settlement to you. If we fail to settle as agreed, your recourse is with us, not your customer. Payment is considered made upon our constructive or actual receipt .
Payment Processing:
Chargeback and Refund Liability:
Customers can dispute charges with their bank or card issuer. A successful dispute leads to a chargeback, requiring you to refund the amount and any applicable fees. You agree to be responsible for all chargebacks, refunds and related fees. If a chargeback occurs, we may deduct the amount from your account or invoice you for recovery. Your obligation to pay chargebacks remains even after agreement termination.
4. Fees and Payment
4.1 Fees
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- Subscription: Unless stated otherwise in the Order Form, subscription fees remain fixed for the term, are non-cancellable and non-refundable, and are purchased as subscriptions. Subscriptions can be upgraded, and any additional subscriptions will terminate alongside the main subscription.
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- Onboarding Fee: A one-time setup fee, mandatory based on subscription level or account size, and non-refundable. This includes any website migrations.
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- Product Fees: Fees for Solutions may vary based on subscription tier. All fees are due upon demand, and activated products or services run for the full specified period. You can cancel active products anytime, with deactivation occurring at the end of the current cycle.
4.2 Invoicing and Payment:
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- All invoices are due immediately unless stated otherwise in the Order Form .
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- You are responsible for providing accurate billing and contact information and notifying us of any changes.
4.3 Payment Method:
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- Payments are made via a valid payment method, as approved by us or specified in the Service Level Agreement.
4.4 Overdue Charges:
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- If an invoice is overdue, we may charge interest of 2.5% per month or the maximum allowed by law, suspend or terminate your subscription and/or modify future payment terms.
4.5 Payment Disputes:
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- Notify us immediately of any invoice issues. We will not suspend services while you dispute charges reasonably and in good faith and co-operate in resolving the dispute.
4.6 Fee Increase:
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- Renewal term pricing may increase up to 8% unless we notify you of different pricing at least 60 days prior.
4.7 Taxes:
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- All our product / service pricing include the applicable tax as requires by the South African Revenue Services (SARS), ie: VAT.
5. Term and Termination
5.1 Term and Renewal: This Agreement commences upon your acceptance and has a one-year term. It automatically renews for one-year periods unless either party notifies the other of non-renewal at least 90 days before the end of the relevant term. For purchased Solutions, fees are monthly or annually , as indicated in the Order Form. Free Services are subject to Section 2.3. Renewal of promotional or one-time priced subscriptions will be at our current list price. If solution volume decreases from the prior term, we may re-price at renewal, regardless of the previous term’s pricing.
5.2 No Early Termination or Refunds: The subscription term cannot be cancelled early, and all fees are non-refundable. If you terminate during the term, you must pay outstanding fees for the remainder of the term.
5.3 Termination/Suspension: Either party may terminate for cause with 30 days’ written notice of a material breach that remains uncorrected. We may terminate for cause: (a) with 15 days’ notice for unpaid amounts, (b) immediately if you face insolvency proceedings, or (c) immediately if you or the User violate the Terms of Service or applicable laws. For delinquent payments, we may charge late fees, terminate or suspend access.
5.4 Business Closure: If you cease business operations or are unable to continue due to legal restrictions, you must notify us immediately. We may terminate the Agreement upon receipt of such notice.
5.5 Effects of Termination: Upon expiration or termination: (a) your access to the Services will cease, (b) all rights and licenses granted to you or by you will terminate, and (c) any outstanding amounts will be due and payable.
5.6 Data Retention: Upon termination, you may request to export or download your data within 30 days. After this period, we have no obligation to maintain or provide your data and may delete or destroy it, unless legally prohibited.
6. Proprietary Rights and Licenses
6.1 Proprietary Rights: All our Services are protected by intellectual property laws and are our property or that of our licensors. We retain ownership rights and prohibit copying, renting, leasing, selling, distributing, creating derivative works, or using them contrary to this Agreement. You have the right to access and use the Services subject to these terms.
6.2 Your Rights and Data: You own and retain all rights to Your Data. You grant us and applicable third parties a limited right to use Your Data solely to provide the Services to you as permitted by this Agreement. If representing another party, you warrant that you have necessary rights and permissions. Except for the limited license for Your Data usage during the Agreement term, we acquire no ownership rights from you.
6.3 Feedback License: You grant us a license to use and incorporate into our services any comments, suggestions, enhancements, recommendations, corrections, or other feedback provided by you or Users, without payment or attribution.
6.4 Augmented Data: If we provide Augmented Data, you may use it during your Purchased Subscription period only. Augmented Data is based on Your Data and is exclusively for your use.
7. Legal Terms
7.1 Confidentiality. During the term of this Agreement and thereafter, all Confidential Information related to or obtained from either party shall be held in strict confidence by the Receiving Party. The Receiving Party shall not use Confidential Information for any purpose outside the scope of this Agreement. Access to Confidential Information shall be limited to the Receiving Party’s employees, contractors, advisors, and agents who have a need to know for purposes consistent with this Agreement. The Receiving Party shall not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except as required by law.
7.2 Publicity. You grant us the right to include your name and logo in our partner list, website as well as in any media releases related to our partnership.
7.3 Indemnification. You shall defend, indemnify, and hold us harmless from and against any third-party claim, demand, liability, loss, damage, penalty, fine, expense, or disbursement of any kind arising out of or related to
(a) your noncompliance with or breach of this Agreement,
(b) your or any authorised user’s actual or alleged use of the Services in violation of this Agreement or law,
(c) your use of Third-Party Products, or
(d) any dispute between persons claiming authority to act for you in connection with your account with us.
We will notify you of any such claim and provide you with the opportunity to control its defence and investigation. You shall not settle any claim on our behalf or impose any obligations on us without our prior written consent.
7.4 Disclaimer; Limitation of Liability.
Disclaimer. We make no representations or warranties regarding the integrity, accuracy, completeness, success, profitability, reliability, availability, or expected opportunities associated with our services or data. Application programming interfaces (APIs) may not be available at all times. We provide services “as is” and “as available,” without warranty of any kind, and disclaim all express or implied warranties, including without limitation warranties of merchantability, fitness for a particular purpose, performance, accuracy, reliability, and non-infringement.
No Indirect Damages. To the extent permitted by law, neither party shall be liable for any indirect, incidental, special or consequential damages, including without limitation business information, goodwill, loss of profits or revenue, or other pecuniary loss, arising under or in connection with this Agreement. However, this limitation shall not apply if you are using the Services for free.
Limitation of Liability. In no event shall our aggregate liability under this Agreement exceed the lesser of Five Thousand South African Rand (R 5 000 ) or the total amount paid by you for the six months subscription period immediately preceding the event giving rise to the liability. This limitation applies regardless of whether such liability is based on breach of contract, tort (including negligence), strict liability, breach of a fundamental term, or otherwise, but does not limit your liability or obligations under the payment of fees, indemnification, or for violation of our intellectual property rights. If you are using the Services for free, this limitation shall not apply.
Third-Party Products. We disclaim all liability with respect to third-party products that you use.
7.5 Non-Solicitation. During the term of this Agreement and for two (2) years following its termination, you shall not solicit, hire, contract with, or retain any of our directors, officers, employees, assignees, other partners, third-party providers, or customers without our prior written consent; provided, however, that this limitation shall not apply to the hiring or solicitation of any of the aforementioned persons who respond to public postings.
8. Miscellaneous
8.1 Entire Agreement; Amendment; Precedence. This Agreement, including all appendices, Order Forms, Service Level Agreements, our Privacy Policy, and Terms of Use, constitutes the complete and exclusive agreement between you and us regarding the subject matter hereof and supersedes all prior or contemporaneous communications and understandings. In the event of any conflict between these documents, this Agreement shall prevail. We may update this Agreement at any time by posting the revised version here: Link to Terms on Actonia website . For any material changes, we will provide prior notice via email or in-app notification. The updated Agreement will be clearly dated and labelled (e.g., “Last Modified” or “Effective As Of”). We encourage you to review the Agreement periodically. If you disagree with any changes, you must notify us in writing within thirty (30) days. Your continued use of the services after the effective date of any change constitutes your acceptance of the revised Agreement. Our delay or failure to exercise any right or remedy under this Agreement shall not operate as a waiver of such right or remedy.
8.2 No Waiver. A waiver of any breach of this Agreement shall not be deemed a waiver of any subsequent breach.
8.3 Currency. All monetary references are in South African Rands (ZAR) unless otherwise specified in the applicable Order Form.
8.4 Severability. If any provision of this Agreement is held to be unenforceable in any jurisdiction, such provision shall be ineffective to the extent of such unenforceability without invalidating the remaining provisions hereof, and such unenforceable provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision.
8.5 Interpretation. The terms “including” and “includes” used in this Agreement shall be construed as “including without limitation.”
8.6 Assignment. You may not assign or transfer this Agreement without our prior written consent. We may assign this Agreement to any successor by way of merger, consolidation, re-organization, sale of all or substantially all of our assets, change of control or by operation of law.
8.7 Third-Party Beneficiaries. This Agreement is not intended to confer any right, benefit, or remedy on any third party.
8.8 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa and all applicable laws thereof, without regard to its conflict of law principles. The parties irrevocably consent to the exclusive jurisdiction of the courts located in Cape Town for the resolution of any disputes arising out of this Agreement. The parties further agree to attempt to resolve any disputes through good faith negotiations before resorting to litigation.
Last Modified:
22/10/2024