Terms of Service

These Terms of Service (the Terms) are entered into between Ecopackaging (Pty) Ltd, registration number 2014/032538/07, VAT registration number 4530265216, a private company incorporated in the Republic of South Africa, trading as KRAGOS, with its principal place of business at 750 Nieuwhout Street, Garsfontein, Pretoria, 0081, South Africa (KRAGOS, we, us or our), and the person or entity that accepts them or that places an Order (you, your or the Customer).

KRAGOS is a trading name. The contracting party in every case is Ecopackaging (Pty) Ltd. Where these Terms refer to a KRAGOS subsidiary, that subsidiary contracts in its own name under its own signed scope of work.

Clause headings are for convenience only and do not affect interpretation.

Unless the context requires otherwise, words importing the singular include the plural and the other way round, and words importing one gender include the others.

The words including, includes and in particular are not words of limitation and do not restrict the generality of what precedes them.

A reference to a statute is a reference to that statute as amended or replaced from time to time, and includes its regulations.

Business day means a day other than a Saturday, Sunday or public holiday in South Africa. Times are South African Standard Time. Where a number of business days is prescribed, the first day is excluded and the last day is included.

No provision is to be construed against a party merely because that party drafted it. Both parties have had the opportunity to take advice on these Terms.

If there is a conflict between documents, the following order of precedence applies, the first named prevailing:

Content on the KRAGOS websites is descriptive. It is not an offer, it does not form part of this agreement, and it does not vary a signed Order.

In these Terms the following words have the meanings given to them:

KRAGOS operates two surfaces. kragos.ai is the public site: anyone may read it, and it carries the free compliance calendar. kragos.app is the authenticated product: access requires a seat issued to a named Authorised User.

The Products and what each does:

Subject to payment of the Fees and to this Agreement, KRAGOS grants the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Products within its Tenant, for its own internal business purposes, for the subscription term.

KRAGOS may improve, change or discontinue a feature. Where a change materially reduces a core function the Customer relies on, KRAGOS will give at least 30 days written notice, and the Customer may terminate the affected Subscription on written notice within that period without penalty, with a pro rata refund of any Fees paid in advance for the period after termination.

The Customer may not resell, white label or make the Services available to a third party except under a written reseller or white label agreement signed by KRAGOS.

Each engagement is recorded in an Order. An Order sets out the Products, the Tenant, the seats, the term, the Fees and any service levels.

A quotation is valid for the period stated in it and is not an offer capable of acceptance after that period.

A signed Order prevails over anything published on the KRAGOS websites, over any marketing material, and over any pricing indication given in conversation.

Work outside an agreed scope of work is chargeable, and is only performed once the Customer has approved the additional scope and its price in writing.

No purchase order term, no standard terms printed on a Customer document, and no counter offer varies this Agreement unless KRAGOS accepts it in a signed writing.

The Customer must give KRAGOS accurate and complete information, and must keep its account and billing details current.

Each seat is issued to one named natural person. Seats may not be shared. The Customer is responsible for the acts and omissions of its Authorised Users as if they were its own.

The Customer must keep credentials secure, must enforce multi factor authentication where the Platform offers it, and must notify KRAGOS at ops@kragos.app without undue delay on becoming aware of any unauthorised access.

The Customer must use the Services in accordance with the Acceptable Use Policy, which is incorporated into this Agreement.

The Customer is responsible for deciding which of its people hold Release Authority and for setting the Bounds on each seat. KRAGOS does not decide who in the Customer's business may act.

The Customer must co-operate reasonably with the Implementation Services, including making people, data and system access available on time. Delay caused by the Customer moves the delivery dates and may attract a re-mobilisation charge quoted in advance.

The Customer remains responsible for its own statutory, regulatory, licensing and professional obligations. Using the Services does not transfer any of those obligations to KRAGOS.

KRAGOS prices in five layers. Which layers apply, and at what amounts, is set out in the Order.

Metered Capability Usage is capped. When a Tenant reaches its cap the metered capability stops until the Customer raises the cap in writing. It does not continue and bill through the cap.

Figures. The only figures KRAGOS publishes are for HELM. They are:

Every other Product, and every implementation, onboarding, power seat and metered rate not listed in clause 6.3, is quoted against an agreed scope of work. No price for those is published, offered or implied by this document or by the KRAGOS websites.

Published figures are indicative starting points, are exclusive of VAT, and are superseded by the Order.

Where a corporate enterprise and supplier development budget funds a Customer's implementation, the Customer remains the contracting party and remains liable for the Fees unless KRAGOS has signed a separate agreement with the funder.

All Fees are exclusive of VAT. VAT is charged at the rate prescribed from time to time. KRAGOS is a registered VAT vendor, registration number 4530265216.

Fees are invoiced in accordance with the Order. Subscription and Power Seat Fees are invoiced in advance. Metered Capability Usage is invoiced in arrear.

Invoices are payable within the period stated in the Order and, if no period is stated, within 30 days of the date of the invoice.

Interest on any amount not paid when due runs from the due date to the date of payment at the rate prescribed under the Prescribed Rate of Interest Act 55 of 1975, unless the Order states a different rate, calculated daily and compounded monthly in arrear.

The Customer must pay without deduction, set off or withholding of any kind.

If the Customer disputes an invoice in good faith it must, within 10 business days of the invoice date, pay the undisputed portion and give KRAGOS written particulars of the dispute. The parties must then deal with the dispute under clause 27.

If an undisputed amount remains unpaid 10 business days after KRAGOS has given written notice of non payment, KRAGOS may suspend the Services or any part of them until the amount is paid. Suspension does not relieve the Customer of the obligation to pay Fees that continue to accrue during the suspension, and KRAGOS will restore the Services promptly on payment.

KRAGOS may adjust Fees on renewal by giving at least 60 days written notice before the end of the then current term. If the Customer does not accept the adjustment it may elect not to renew, by written notice given before the end of that term.

Where an Order is quoted in a currency other than South African Rand, the Customer bears the exchange rate risk and any bank charges.

The payment schedule. Where the Order provides for payment in parts, each part is a separate payment request with its own amount, its own merchant reference and its own payment link. Payment of one part does not settle another, and the parts together equal the total on the Order.

Deposit. Where the Order requires a deposit, KRAGOS is not obliged to begin the work until the deposit is received. A deposit is applied against the Fees for that Order and is not a separate charge.

Milestone and full payment. A milestone entry becomes payable on the event stated in the Order. Where the Order provides for a single payment, that payment is the whole of the Fees for the Order.

The merchant reference. Every payment request carries a unique merchant reference. The Customer must quote it on any electronic funds transfer and must not alter it. A payment that reaches KRAGOS without a reference it can read may be held unallocated until the Customer identifies it, and KRAGOS is not in breach for delay caused by that.

Re-issue. A payment link expires. If a link expires, or is withdrawn, or is replaced at the Customer’s request, KRAGOS issues a fresh link carrying the next reference in that series, for example ECO-Q0041-DEP2. A spent reference is never re-used, and the Customer must pay only against the most recent link it has been sent. KRAGOS cannot re-send an old link, because the link itself is not stored.

When a payment is treated as made. A payment made through the payment page is treated as made when KRAGOS receives the payment provider’s signed confirmation that it completed, and not before. A page displayed in the Customer’s browser after payment is a display only and is not evidence of payment. A payment made by electronic funds transfer is treated as made when it is credited to the KRAGOS bank account in cleared funds.

Underpayment. Where less is received than the payment request asked for, the shortfall does not settle the request. KRAGOS records the amount received and the Customer remains liable for the difference.

Tax invoice per payment. KRAGOS issues a tax invoice for each payment received, not one for the Order as a whole, so a deposit and a balance each carry their own tax invoice number. The number is derived from the merchant reference for that payment, so one payment can only ever produce one tax invoice however many times the provider re-sends its confirmation.

VAT. All Fees, deposits, milestone amounts and payment requests are exclusive of VAT unless stated otherwise, and VAT is added at the rate prescribed at the time of supply. KRAGOS is a registered VAT vendor and each tax invoice is issued in the form required by the Value-Added Tax Act 89 of 1991.

Reconciliation. KRAGOS keeps an append-only record of every payment request raised and every payment confirmation received, whether it was accepted or refused, exactly as received. Where the Customer and KRAGOS disagree about whether a payment was made, that record and the Customer’s own bank statement are the evidence, and the merchant reference is the key that joins them. The Customer must raise a reconciliation query within 60 days of the payment date.

Refunds. KRAGOS does not offer a general right of return on services. A refund is made where an amount was charged in error, where a payment was duplicated, or where a refund is required by law or agreed in writing. A refund is made to the same instrument the payment came from and carries the merchant reference of the original payment. KRAGOS will make an agreed refund within 15 business days of agreeing it.

Chargebacks. Where the Customer initiates a chargeback or reversal instead of raising a dispute under clause 7.6, the amount reverts to being owing and clause 7.4 applies to it from its original due date. KRAGOS may recover any fee its payment provider charges it for the reversal. Nothing in this clause limits a right the Customer has under the Consumer Protection Act 68 of 2008, where that Act applies, and clause 26 governs that.

Suspension of a payment link. KRAGOS may withdraw a payment link at any time before it is paid, and must do so where it has reason to believe the link has been forwarded to someone who is not entitled to it. A withdrawn link is replaced under clause 7.14.

Third party payers. Where a person other than the Customer pays a KRAGOS invoice, the payment is applied to the referenced invoice and creates no contractual relationship between KRAGOS and that person. The Customer remains the contracting party.

KRAGOS collects only its own money. KRAGOS does not hold, receive, pool, transmit or settle funds belonging to any third party through its payment rail. Every payment raised on it is a payment of a KRAGOS invoice by the Customer that owes it.

KRAGOS IP stays with KRAGOS. All intellectual property rights in the Platform vest in and remain with KRAGOS. This includes, without limitation, the software and source code, the models as selected, configured, tuned and orchestrated by KRAGOS, all prompts and prompt libraries, all configurations, all workflows and schemas, all templates, the Documentation, and the KRAGOS names, marks and brand assets.

Customer Data and Customer Content stay with the Customer. All rights in Customer Data and Customer Content vest in and remain with the Customer or its licensors. Nothing in this Agreement transfers ownership of them to KRAGOS.

KRAGOS grants the Customer the licence in clause 3.3 for the subscription term. That licence ends when the Subscription ends.

The Customer grants KRAGOS a non-exclusive, worldwide, royalty free licence to host, copy, transmit, display and process Customer Data and Customer Content, and to instruct the Third Party Services listed in the Privacy Notice to do the same, for the sole purpose of providing, securing and supporting the Services to the Customer. That licence is limited to that purpose and ends on the expiry of the retention periods in clause 21.

No Customer Data is used to train any model. KRAGOS does not use, and does not permit any model provider to use, Customer Data, Customer Content, prompts containing Customer Data, or AI Output derived from them, to train, fine tune, evaluate for training purposes, or otherwise improve any artificial intelligence model, whether a KRAGOS model or a third party model. This obligation survives termination.

KRAGOS may collect and use aggregated, de-identified operational telemetry, such as request volumes, error rates and latency, to run, secure and improve the Platform. Telemetry is aggregated so that it does not identify the Customer, any Authorised User or any data subject, and clause 8.5 applies to it in full.

If the Customer gives KRAGOS feedback or suggestions, KRAGOS may use them without obligation. This does not give KRAGOS any right in Customer Data or Customer Content.

The Customer may not copy, modify, decompile, disassemble or reverse engineer any part of the Platform, or attempt to derive its source code, prompts or configurations, except to the extent that such a restriction cannot lawfully be imposed.

The Platform includes third party and open source components. Those components are licensed under their own terms, which prevail over this clause 8 to the extent of any conflict for those components.

The Platform proposes. It generates a proposed act, states what the act would do, and presents it for Release. A proposal has no effect. It does not spend, send, sign, file, publish or commit anything.

A proposal takes effect only when it is Released by an Authorised User who, at the time of Release, holds Release Authority for that class of act and acts within the Bounds recorded against that seat.

A Released act is the Customer's act. It is performed by the releasing Authorised User on the Customer's behalf, it binds the Customer as if the Authorised User had performed it manually and without the Platform, and the Customer is responsible for it, for its consequences and for its lawfulness.

No act that spends money, sends a message, signs a document or makes a statutory filing occurs in the Services without a Release. Where the Customer configures a standing or scheduled instruction, the Customer's authorisation of that standing instruction is itself the Release, it is recorded as such, and clause 9.3 applies to every act performed under it.

STEMPA records, for every Released act: the authority relied on, the Bounds in force at the time, the act itself, the outcome, and enough of the inputs for the act to be re-executed. The record is append only. The Customer may read and export it.

The Customer decides who holds Release Authority and what the Bounds are. A change to authority or to Bounds takes effect when it is recorded in the Platform, and not before. The Customer must review its authority register at reasonable intervals and on any change of personnel.

KRAGOS is not the Customer's agent. KRAGOS holds no authority to bind the Customer, to represent it to third parties, or to act in its name. Nothing in the Services confers such authority on KRAGOS or on any KRAGOS person.

Where an Authorised User Releases an act outside the Bounds of their seat, or where the Customer has recorded authority against a person who does not in fact hold it in the Customer's own governance, that is a matter between the Customer and that person. As between the Customer and KRAGOS, the act remains the Customer's act.

Each party warrants that it has the power and authority to enter into this Agreement and that the person accepting it is authorised to do so.

KRAGOS warrants that it will perform the Implementation Services and the support services with reasonable skill and care, by suitably qualified people.

KRAGOS warrants that it will not knowingly introduce malicious code into the Platform.

Except as expressly stated in this Agreement, and to the fullest extent permitted by law, all warranties, representations, conditions and terms implied by statute, common law or otherwise are excluded. In particular KRAGOS does not warrant that the Services will be uninterrupted, error free, or free of every vulnerability, or that they will meet a requirement the Customer has not recorded in the Order.

Clause 10.4 does not exclude anything that cannot lawfully be excluded, including the implied warranty of quality in section 56 of the Consumer Protection Act 68 of 2008 where that Act applies. Clause 26 sets out when it applies.

AI Output is generated by statistical models. It predicts likely text. It does not verify facts, and it can produce statements that are plausible and wrong, including invented references, invented figures and invented obligations.

KRAGOS gives no warranty that AI Output is accurate, complete, current, reliable or fit for any particular purpose. The Customer accepts AI Output as it is.

AI Output is not legal, tax, accounting, audit, actuarial, financial, medical or other professional advice, and must not be treated or relied on as such.

The Customer retains professional judgement. The Customer and its Authorised Users must review a proposal, and the AI Output supporting it, before Release, and must apply their own skill, judgement and knowledge of the Customer's business. Release is the point at which that judgement is exercised, and clause 9.3 applies to it.

The Customer remains responsible for its own compliance with every statute and regulation applicable to it, including the Companies Act 71 of 2008, the Tax Administration Act 28 of 2011, the Value-Added Tax Act 89 of 1991, the Labour Relations Act 66 of 1995, the Basic Conditions of Employment Act 75 of 1997, the Broad-Based Black Economic Empowerment Act 53 of 2003 and the Protection of Personal Information Act 4 of 2013. AI Output does not discharge any of those obligations.

Where AI Output is used to inform a decision about a natural person, including a decision about employment, promotion, discipline, credit, or access to a service, the Customer is the party making that decision. Clause 12 of the AI Governance Statement addresses this, and clause 20 of the Privacy Notice addresses automated decision making under section 71 of the Protection of Personal Information Act 4 of 2013.

The compliance calendar published on kragos.ai is free, is offered as information and guidance, and is used at the user's own risk.

It is not legal, tax, accounting or compliance advice. No liability is accepted for reliance on it, and clause 15 applies to it in full.

Dates and obligations produced by it must be verified against the relevant Act, the Government Gazette, or the user's own professional adviser before they are acted on.

An advisory relationship arises only once KRAGOS or one of its subsidiaries is formally contracted under a signed scope of work. Use of the free calendar, correspondence about it, and any output it produces do not create a professional, advisory or fiduciary relationship of any kind.

KRAGOS may change, limit or withdraw the free calendar at any time without notice.

The Services depend on third party services. The current list, with the purpose and location of each, is in the Privacy Notice and is kept current there.

Third Party Services are governed by their own terms. KRAGOS is not responsible for their acts, omissions, availability, pricing or changes, and a failure or change in a Third Party Service is not a breach of this Agreement by KRAGOS.

Where the Customer connects the Services to a system of its own or of a third party, the Customer authorises KRAGOS to transmit and receive data through that connection, and is responsible for the terms on which that system operates and for any charge it levies.

If a Third Party Service is discontinued or materially changed, KRAGOS will use reasonable efforts to substitute an equivalent, and will notify the Customer where the substitution changes where personal information is processed.

Processor disclosure. The complete list of the third parties that process personal information for KRAGOS, what each does and where each processes, is table A of clause 19 of the Privacy Notice. Table B of that clause lists the services that are reached only because the Customer connected an account of its own, for which the Customer is the controller. Table C names services KRAGOS is commonly assumed to use and does not.

The payment provider. KRAGOS collects payment on its own invoices through Omnea (Pty) Ltd and its InstaPay WebPay product, under a merchant contract held by Ecopackaging (Pty) Ltd with the routing code ECO. Both are South African, so a payment made to KRAGOS is not a cross-border transfer of personal information.

The payment page is the provider’s. Once the Customer presses Pay it is on the provider’s page and the provider’s terms govern the mechanics of the payment itself. This Agreement continues to govern what is owed, what was ordered and what a payment settles. Clause 7 of these Terms of Service, and clause 5 of the Privacy Notice, set out what KRAGOS does and does not receive.

Changing the payment provider. KRAGOS may change its payment provider on notice. A change does not alter the merchant reference scheme, the amount owed, or any tax invoice already issued.

KRAGOS will use commercially reasonable efforts to keep the Services available.

KRAGOS gives no uptime guarantee and no availability commitment unless a service level agreement has been signed by both parties. Absent a signed service level agreement, no credit, rebate or remedy is payable for unavailability.

KRAGOS may carry out scheduled maintenance, and will use reasonable efforts to give notice and to schedule it outside South African business hours. Emergency maintenance may be carried out at any time, with notice as soon as reasonably practicable.

Support is provided by email to ops@kragos.app. Response and resolution targets apply only where a signed service level agreement states them.

A feature marked beta, preview, trial or early access is supplied as it is, may be changed or withdrawn without notice, and is excluded from clauses 10.2 and 14.

Neither party is liable to the other for any indirect, special, incidental, punitive or consequential loss, or for any loss of profit, loss of revenue, loss of anticipated savings, loss of goodwill, loss of business opportunity, or loss of or corruption of data beyond what restoration from the most recent available backup will remedy, whether the claim is in contract, delict, statute or otherwise, and whether or not the party was advised that such loss was possible.

The total aggregate liability of KRAGOS to the Customer under or in connection with this Agreement is limited to the total Fees actually paid by the Customer to KRAGOS in the twelve months immediately preceding the first event giving rise to the claim. Where the claim arises in the first twelve months, the cap is the total Fees actually paid to the date of that event.

Clauses 15.1 and 15.2 do not apply to, and nothing in this Agreement limits or excludes:

Nothing in this Agreement limits or excludes any liability that cannot lawfully be limited or excluded under South African law. This includes liability under sections 60 and 61 of the Consumer Protection Act 68 of 2008, which apply to goods supplied in terms of a transaction whether or not that Act otherwise applies, and any liability under the Protection of Personal Information Act 4 of 2013 that may not be limited. If any part of this clause 15 is found to be unenforceable, the rest continues to apply.

Each party must take reasonable steps to mitigate its loss. To the extent that a loss was caused or increased by the Customer's failure to review a proposal before Release under clause 11.4, or by the Customer's breach of the Acceptable Use Policy, KRAGOS is not liable for that part of the loss.

No claim may be brought under this Agreement more than twelve months after the claimant first became aware, or ought reasonably to have become aware, of the facts giving rise to it. This clause does not apply where a shorter or longer period is fixed by law and may not be varied by agreement.

The Customer acknowledges that the Fees have been set on the basis of the allocation of risk in this clause 15 and in clauses 11 and 16, and that the Fees would be materially higher without it.

The Customer indemnifies KRAGOS, and holds it harmless, against all claims, proceedings, losses, damages, fines and reasonable legal costs arising out of or in connection with:

KRAGOS indemnifies the Customer against any claim by a third party that the Platform, used as permitted by this Agreement, infringes that third party's intellectual property rights in South Africa, subject to clause 16.4 and to the cap in clause 15.2.

Clause 16.2 does not apply to a claim arising from Customer Data or Customer Content, from a modification the Customer made or asked for, from use of the Platform in combination with something KRAGOS did not supply, or from use after KRAGOS has told the Customer to stop and has offered a substitute.

A party claiming under an indemnity must give the other prompt written notice of the claim, must not admit liability or settle without the other's written consent, and must give the other conduct of the defence and reasonable co-operation at the indemnifier's cost.

Each party must keep the other's Confidential Information confidential, must use it only for the purposes of this Agreement, and must protect it with at least the care it applies to its own confidential information of like kind, and in no case less than reasonable care.

A party may disclose the other's Confidential Information to its employees, contractors, sub-processors and professional advisers who need it for the purposes of this Agreement and who are bound by obligations of confidentiality at least as protective as these.

A party may disclose Confidential Information where required by law, by a court, or by a regulator, provided that it gives the other party as much notice as it lawfully can and discloses only what is required.

These obligations do not apply to information that is or becomes public through no breach of this clause, that the receiving party already lawfully held without a duty of confidence, that it lawfully receives from a third party free of any duty of confidence, or that it independently develops without reference to the disclosing party's information.

These obligations survive termination for five years, and indefinitely in respect of anything that is a trade secret or that constitutes Personal Information.

On termination each party must, at the other's written request, return or destroy the other's Confidential Information, except for copies retained in routine backup or required to be kept by law, which remain subject to this clause for as long as they are held.

In relation to personal information processed in the Services on the Customer's behalf, the Customer is the responsible party and KRAGOS is the operator, as those terms are used in the Protection of Personal Information Act 4 of 2013. In relation to personal information of the Customer's own contacts collected by KRAGOS for its own purposes, such as billing and account contacts, KRAGOS is the responsible party.

The Privacy Notice sets out how KRAGOS processes personal information, in both capacities, and is incorporated into this Agreement.

As operator, KRAGOS undertakes that it will:

This clause 18, together with the Privacy Notice, is the written contract required by section 21(2) of that Act. The parties may sign a separate operator agreement, and where they do it prevails over this clause to the extent of any conflict.

KRAGOS uses the sub-processors listed in the Privacy Notice. The Customer authorises their use. KRAGOS will give the Customer at least 30 days written notice before adding a sub-processor that will process Customer Data, and the Customer may object on reasonable data protection grounds, in which case the parties will discuss a solution in good faith and, failing one, the Customer may terminate the affected Subscription without penalty.

Some sub-processors are outside South Africa. Clause 19 of the Privacy Notice explains the basis for those transfers under section 72 of that Act.

The Customer warrants that it has a lawful basis for the personal information it loads into the Services, that it has given the notices its own data subjects are entitled to, and that it is entitled to instruct KRAGOS to process that information.

Where the Customer loads special personal information as defined in section 26 of that Act, or personal information of children as defined in section 34, it must first tell KRAGOS in writing so that the parties can agree any additional safeguards.

This Agreement starts on the date the first Order is accepted and continues until every Order under it has ended.

Each Subscription runs for the initial term stated in the Order and renews for successive periods of the same length, unless either party gives written notice of non renewal at least 30 days before the end of the then current term.

Either party may terminate this Agreement or an Order on written notice if the other commits a material breach and, where the breach can be remedied, fails to remedy it within 14 business days of written notice describing it.

Either party may terminate immediately on written notice if the other is placed in liquidation, whether provisional or final, is placed under business rescue, commits an act of insolvency, or makes a compromise with its creditors generally.

KRAGOS may suspend the Services under clause 7.7 for non payment, or under the Acceptable Use Policy for a breach of it. Suspension is not termination.

On termination all Fees accrued to the date of termination become due, all licences granted to the Customer end, and the Customer must stop using the Services. Fees paid in advance are not refundable except where clause 3.4 applies or where KRAGOS terminates without cause.

Clauses 1, 2, 8, 9.3, 11, 12, 15, 16, 17, 18, 20, 22, 23, 24, 25, 26, 27 and 28, and any other clause that by its nature is intended to survive, survive termination.

During the term the Customer may export its Customer Data and its STEMPA record at any time, in a structured, commonly used, machine readable format, using the export function in the Platform.

On termination the Customer has an export window of 30 days from the effective date of termination, during which KRAGOS will keep the Tenant available in read and export mode so that the Customer can take its data. Access to write, propose or Release ends on termination.

Where the Customer asks KRAGOS to perform an assisted export, a migration, or an export in a bespoke format, KRAGOS will quote for that work and will perform it once the quote is accepted.

After the export window KRAGOS will delete Customer Data from the live systems within 90 days of the end of the export window. Copies held in encrypted offsite backup are purged on the rolling backup cycle and in any event within 12 months of the end of the export window.

KRAGOS may retain, after the periods in clause 20.4, only:

Retained records stay subject to clauses 17 and 18 for as long as they are held. Clause 21 of the Privacy Notice sets out the retention period for each category.

If the Customer does not export within the export window, its data is deleted under clause 20.4 and KRAGOS is not liable for that deletion.

Neither party is liable for a failure or delay in performing an obligation, other than an obligation to pay money, caused by an event beyond its reasonable control, including an act of God, flood, fire, epidemic, war, civil unrest, riot, act of terrorism, national or regional electricity supply failure or load shedding beyond the levels reasonably provided for, failure of a national telecommunications backbone, act of government, or industrial action not confined to that party's own workforce.

The affected party must notify the other as soon as reasonably practicable, must use reasonable efforts to mitigate, and must resume performance as soon as it can.

If the event continues for more than 60 consecutive days, either party may terminate the affected Order on written notice, and the Customer is entitled to a pro rata refund of Fees paid in advance for the unperformed period.

The Customer may not cede, assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without KRAGOS's prior written consent, which will not be unreasonably withheld.

KRAGOS may cede and assign this Agreement, in whole or in part, to a company in the same group, or to an acquirer of all or substantially all of its business or assets, on written notice to the Customer.

KRAGOS may subcontract the performance of any part of the Services, including to the sub-processors listed in the Privacy Notice, but remains responsible to the Customer for the performance of the Services.

The parties choose the following addresses as their domicilium citandi et executandi for all purposes under this Agreement:

A notice must be in writing. A notice delivered by hand is deemed received on delivery. A notice sent by email is deemed received on the first business day after it is sent, provided no delivery failure is received.

A party may change its domicilium on 10 business days written notice, to another physical address in South Africa that is not a post box.

This clause does not prevent a notice being given in any other manner permitted by law, but a notice given under this Agreement must be given in accordance with it.

Entire agreement. This Agreement is the whole agreement between the parties on its subject matter and replaces everything said or written before it. Neither party relies on any statement, representation or warranty not recorded in it. This clause does not exclude liability for fraudulent misrepresentation.

Variation. No variation of this Agreement is effective unless it is in writing and signed by an authorised representative of each party. A variation may be signed electronically under clause 25.

Waiver. A failure or delay in enforcing a right is not a waiver of it. A waiver is effective only if it is in writing, and applies only to the instance it names.

Severability. If a provision of this Agreement is found to be invalid, unlawful or unenforceable, it is severed to the minimum extent necessary and the rest of the Agreement continues in force. The parties will negotiate in good faith a replacement provision that comes as close as lawfully possible to the commercial intention of the severed one.

No partnership. Nothing in this Agreement creates a partnership, joint venture, employment or agency relationship between the parties.

No third party rights. Except where this Agreement expressly says so, no person who is not a party to it acquires any right under it.

Publicity. Neither party may use the other's name, marks or logo in publicity without the other's prior written consent, which for a factual client reference will not be unreasonably withheld.

Counterparts. This Agreement may be signed in counterparts, each of which is an original, and together they form one agreement.

Further assurance. Each party must do everything reasonably necessary to give effect to this Agreement.

The parties consent to transacting electronically. Each party consents to receiving notices, invoices, Orders, variations and other documents as data messages under the Electronic Communications and Transactions Act 25 of 2002 (the ECT Act).

Under section 11 of the ECT Act, information is not without legal force merely because it is in the form of a data message. The parties agree that a data message may not be denied legal effect on that ground in any dealing between them.

Where this Agreement or any law requires something to be in writing, that requirement is met by a data message that is accessible in a manner usable for subsequent reference, as section 12 of the ECT Act provides.

The KRAGOS e-signature rail. Where a document is signed through the KRAGOS e-signature rail, the rail records the identity of the seat that signed, the natural person to whom that seat is issued, the authority relied on, the time of signature, and a cryptographic hash of the document signed. That record is written to the STEMPA journal under clause 9.5.

The parties agree, for the purposes of section 13(3) of the ECT Act, that the method described in clause 25.4 identifies the signatory and indicates the signatory's approval of the information communicated, and that it is reliable and appropriate for the purpose for which the information is communicated. Each party accepts that method as an electronic signature between them.

Clause 25.5 does not apply where a law requires an advanced electronic signature as contemplated in section 13(1) of the ECT Act. In that case an advanced electronic signature or a wet ink signature must be used.

The e-signature rail must not be used for a document listed in Schedule 1 or Schedule 2 to the ECT Act, to which the Act does not apply. These include a will, an agreement for the alienation of immovable property, a long term lease of immovable property exceeding 20 years, and a bill of exchange.

Each party accepts that a data message and the STEMPA record of it are admissible in evidence, and that their evidential weight is to be assessed under section 15 of the ECT Act. Neither party will dispute the admissibility of a record solely because it is in electronic form.

A data message is attributed to a party under section 24 of the ECT Act where it was sent by that party, by a person with authority to act for it, or by an information system programmed by or on behalf of that party to operate automatically. The parties record that, in the Services, an act performed automatically is Proposed only, and is attributed to the Customer only once Released under clause 9.

KRAGOS supplies the Services to businesses. This clause sets out how the Consumer Protection Act 68 of 2008 (the CPA) applies to that supply.

Where the CPA does not apply. Under section 5(2)(b) of the CPA, the Act does not apply to a transaction where the consumer is a juristic person whose asset value or annual turnover, at the time of the transaction, equals or exceeds the threshold determined by the Minister under section 6. That threshold is currently R2,000,000. Most KRAGOS customers are above it, and for those customers the CPA does not apply to the transaction.

Where the CPA does apply. If the Customer is a natural person, or a juristic person below the section 6 threshold, the CPA applies. In that case this Agreement is read subject to it, and nothing in this Agreement is to be construed as waiving, limiting or contracting out of a right the CPA gives the Customer. In particular the following apply and are not excluded:

What never applies between juristic persons. Section 14 of the CPA, which governs fixed term agreements, their maximum duration and cancellation on 20 business days notice, does not apply to a transaction between juristic persons regardless of their annual turnover or asset value, as section 14(1) provides. Where the Customer is a juristic person, clause 19 governs term and termination.

What applies regardless. Sections 60 and 61 of the CPA, which deal with safety monitoring, recall and liability for harm caused by goods, apply to goods supplied to any person in terms of a transaction that is exempt from the CPA, as section 5(5) provides. Clause 15.4 records that nothing in this Agreement limits that liability.

Section 43 of the ECT Act requires a supplier offering goods or services for sale, for hire or for exchange by way of an electronic transaction to make the following information available. It is set out here in one place.

Sections 42 to 46 of the ECT Act apply only where the consumer is a natural person. Where the Customer is a juristic person, those sections do not apply to the transaction.

Cooling off. Where the Customer is a natural person contracting electronically, section 44 of the ECT Act gives a right to cancel within seven days of receiving the service, without reason and without penalty, subject to the exclusions in section 42(2). Those exclusions include a service that has begun with the consumer's consent before the end of the seven day period. The Customer may exercise the right by writing to ops@kragos.app within the period.

Section 43(2) of the ECT Act gives a consumer the right to review the whole electronic transaction and to correct any mistake before placing an order. Where an Order is placed electronically, the Customer is shown the full Order and given the opportunity to correct it before it is submitted. If the Customer is not given that opportunity, the Customer may cancel the transaction within 14 days of receiving the goods or services, as section 43(3) provides.

Step one, good faith. If a dispute arises, the party raising it must notify the other in writing, setting out the dispute and what it wants. The parties must then meet, in person or by video, within 10 business days, through representatives with authority to settle, and must negotiate in good faith to resolve it.

Step two, arbitration. If the dispute is not resolved within 15 business days of that notice, either party may refer it to arbitration under the rules of the Arbitration Foundation of Southern Africa, before one arbitrator appointed under those rules, seated in Pretoria, conducted in English. The award is final and binding and may be made an order of court.

Step three, the courts. Nothing in clauses 28.1 and 28.2 prevents a party from approaching a court at any time for urgent or interim relief, for an interdict, or for the enforcement of an arbitral award, and nothing prevents KRAGOS from suing for an undisputed amount owing under an invoice.

Governing law. This Agreement, and any dispute arising out of or in connection with it, including a non-contractual dispute, is governed by the law of the Republic of South Africa.

Jurisdiction. The parties consent to the jurisdiction of the Gauteng Division of the High Court of South Africa, Pretoria for all proceedings arising out of or in connection with this Agreement. KRAGOS may, at its election and in accordance with section 45 of the Magistrates' Courts Act 32 of 1944, institute proceedings in a Magistrate's Court having jurisdiction, even where the amount in dispute exceeds that court's ordinary jurisdiction.

The parties do not exclude any right a consumer has under the CPA to refer a matter to the National Consumer Commission or to the Consumer Goods and Services Ombud, where those bodies have jurisdiction.

All enquiries, support requests, legal notices, privacy requests and complaints go to ops@kragos.app. This is the sole contact address.

Postal and physical address: Ecopackaging (Pty) Ltd, 750 Nieuwhout Street, Garsfontein, Pretoria, 0081, South Africa.

The Information Officer for the purposes of the Protection of Personal Information Act 4 of 2013 and the Promotion of Access to Information Act 2 of 2000 is Francois Petrus Heunis, contactable at the same address.