Terms of Service

In these Terms, unless the context indicates otherwise:

• "Maphari", "we", "us", or "our" refers to Maphari Technologies (Pty) Ltd, a company registered in the Republic of South Africa
• "Client", "you", or "your" refers to the individual, company, or organisation engaging Maphari for services or using our platforms
• "Services" refers to all services provided by Maphari, including but not limited to software development, design, process automation, platform maintenance, and consulting
• "Portal" refers to the Maphari client portal accessible at our website, used for project tracking, communications, document sharing, and billing
• "Project Agreement" or "SOW" (Statement of Work) refers to the specific agreement signed by both parties that defines the scope, deliverables, timeline, and fees for an engagement
• "Deliverables" refers to all work product, software, designs, documentation, and other materials produced by Maphari for the Client as part of an engagement

By engaging Maphari Technologies for any service, accessing our website, or using the client portal, you agree to be bound by these Terms of Service. If you are entering into these terms on behalf of a company or organisation, you represent that you have the authority to bind that entity to these terms.

If you do not agree to these terms, please do not use our services or access our platforms. These Terms should be read together with our Privacy Policy, which governs how we handle your personal information.

Maphari Technologies provides custom software development, web and mobile application design, process automation, platform maintenance, and related technology consulting services.

The specific scope, deliverables, timeline, milestones, and fees for each engagement are defined in a separate Project Agreement or Statement of Work (SOW) signed by both parties. In the event of a conflict between these Terms and a Project Agreement, the Project Agreement shall take precedence for that specific engagement.

We reserve the right to subcontract portions of work to qualified professionals, provided we remain responsible for the quality and timely delivery of all Deliverables.

To ensure successful delivery of our services, you agree to:

• Provide timely and accurate information, content, assets, feedback, and approvals as reasonably required for the project
• Designate a primary point of contact with authority to make decisions and provide approvals on behalf of your organisation
• Respond to requests for feedback or approval within 5 business days unless otherwise agreed in the Project Agreement
• Ensure that any materials, content, or data you provide to us do not infringe on third-party intellectual property rights
• Maintain the confidentiality of your portal login credentials and notify us immediately if you suspect unauthorised access

Delays caused by late client responses may result in adjusted timelines and, where applicable, additional fees as outlined in the Project Agreement.

When using the Maphari client portal, you agree not to:

• Share your login credentials with unauthorised individuals or allow others to access your account
• Attempt to gain unauthorised access to any part of the portal, related systems, or other users' accounts
• Upload or transmit malicious code, malware, viruses, or any harmful software
• Use the portal for any unlawful purpose or in violation of any applicable laws or regulations
• Reverse engineer, decompile, or attempt to extract the source code of the portal software
• Use automated tools, bots, or scrapers to access or collect data from the portal

We reserve the right to suspend or terminate portal access if we reasonably believe these terms have been violated, with written notice provided where practicable.

Client deliverables: Upon full and final payment for a project, ownership of all custom Deliverables produced specifically for that engagement transfers to the Client. This includes custom source code, designs, and documentation created exclusively for the project.

Maphari IP: Maphari retains ownership of all pre-existing intellectual property, general-purpose tools, frameworks, libraries, methodologies, and reusable components developed independently of the engagement or that existed prior to the project. Where such IP is incorporated into Deliverables, the Client receives a non-exclusive, perpetual, royalty-free licence to use it as part of the delivered solution.

Third-party assets: Pre-existing third-party software, fonts, images, and other assets remain subject to their respective licences. We will inform you of any third-party licence obligations that apply to your Deliverables.

Portfolio rights: Unless otherwise agreed in writing, Maphari retains the right to reference the existence of the engagement and display non-confidential aspects of the work in our portfolio and marketing materials.

Payment schedules, milestones, and fees are outlined in individual Project Agreements. The following general terms apply unless otherwise specified:

• Invoices are payable within 14 days of the invoice date unless otherwise agreed
• All fees are quoted and payable in South African Rand (ZAR) unless otherwise specified in the Project Agreement
• Fees are exclusive of Value Added Tax (VAT) where applicable, which will be charged at the prevailing rate
• Late payments will incur interest at a rate of 2% per month on the outstanding balance, calculated from the due date
• We reserve the right to pause or suspend work if payment is overdue by more than 14 days, with written notice
• For retainer arrangements, unused hours do not roll over to the following month unless explicitly stated in the agreement

If you dispute an invoice, you must notify us in writing within 7 days of receipt. Undisputed portions remain payable according to the original terms.

Changes to the agreed scope, timeline, or deliverables must be documented in a written change request approved by both parties. Change requests may affect project timelines and fees.

If during the course of a project we identify that the scope of work has materially changed from the original agreement, we will notify you promptly and propose a revised scope and estimate before proceeding with additional work.

Minor clarifications and refinements that fall within the reasonable interpretation of the original scope will be accommodated without a formal change request.

Both parties agree to keep confidential all non-public information shared during the engagement ("Confidential Information"). This includes but is not limited to:

• Business strategies, plans, and financial information
• Technical specifications, source code, and system architecture
• Client data, user data, and customer information
• Proprietary processes, methodologies, and trade secrets
• Terms and pricing of the engagement (unless disclosure is required by law)

Confidential Information may only be disclosed to employees, contractors, or advisors who need to know and who are bound by equivalent confidentiality obligations.

Confidentiality obligations survive the termination of the engagement for a period of three (3) years, except for trade secrets which remain confidential indefinitely.

These obligations do not apply to information that is publicly available, independently developed, or rightfully received from a third party without restriction.

Where Maphari processes personal information on behalf of the Client as part of service delivery, we act as an "operator" (processor) under POPIA:

• We will only process personal information in accordance with the Client's documented instructions and the Project Agreement
• We implement appropriate technical and organisational measures to protect personal information against unauthorised access, loss, or damage
• We will notify the Client without undue delay upon becoming aware of a personal data breach
• Upon termination of the engagement, we will return or securely destroy all client personal information as directed, unless retention is required by law
• We maintain records of all processing activities carried out on behalf of the Client

For full details on how we handle personal information, please refer to our Privacy Policy.

Our warranties: We warrant that all services will be performed with reasonable care and skill by qualified professionals, and that Deliverables will materially conform to the specifications agreed in the Project Agreement.

Defect rectification: If any Deliverable contains a defect that does not conform to the agreed specifications, we will rectify the defect at no additional charge, provided you notify us in writing within 30 days of delivery.

Disclaimer: Except as expressly stated in these Terms or a Project Agreement, our services are provided "as is". To the maximum extent permitted by law, we disclaim all other warranties, representations, and conditions, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that any software delivered will be entirely free of bugs or errors, but we commit to addressing material defects within the warranty period.

To the maximum extent permitted by South African law:

• Maphari's total aggregate liability in connection with any engagement shall not exceed the total fees actually paid by the Client for the specific project giving rise to the claim
• We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, loss of business, or business interruption
• We shall not be liable for damages arising from the Client's failure to maintain adequate backups of data prior to any system changes, migrations, or deployments
• We shall not be liable for delays or failures caused by circumstances beyond our reasonable control (see Force Majeure)

Nothing in these Terms excludes or limits liability for fraud, gross negligence, wilful misconduct, or death or personal injury caused by our negligence.

Client indemnity: You agree to indemnify, defend, and hold harmless Maphari, its directors, employees, and contractors from any claims, losses, damages, liabilities, and expenses (including reasonable legal fees) arising out of or related to:

• Materials, content, or data provided by you that infringe on third-party intellectual property rights
• Your breach of these Terms or any applicable law
• Your use of Deliverables in a manner not contemplated by the Project Agreement

Maphari indemnity: We will indemnify you against any third-party claims alleging that our original Deliverables (excluding client-provided materials and third-party components) infringe on third-party intellectual property rights, provided you promptly notify us and give us control over the defence.

Neither party shall be liable for delays or failures in performance resulting from causes beyond their reasonable control, including but not limited to natural disasters, acts of government, pandemics, epidemics, civil unrest, war, terrorism, fire, flood, power outages, internet service disruptions, cyberattacks, or labour disputes. The affected party must notify the other party in writing within 5 business days of the event and make reasonable efforts to mitigate its impact. If a force majeure event continues for more than 60 days, either party may terminate the affected engagement by written notice.

Termination for convenience: Either party may terminate an engagement with 14 days' written notice. Upon termination, the Client is responsible for payment of all work completed up to the termination date, including any work in progress.

Termination for cause: Either party may terminate an engagement immediately by written notice if the other party materially breaches these Terms or the Project Agreement and fails to remedy the breach within 14 days of receiving written notice of the breach.

Upon termination:

• Maphari will deliver all completed work and work-in-progress within 7 business days of receiving final payment
• All outstanding invoices become immediately due and payable
• Both parties shall return or destroy Confidential Information belonging to the other party
• Portal access will be maintained for 30 days following termination to allow for data export, after which the account will be deactivated

Clauses relating to intellectual property, confidentiality, limitation of liability, indemnification, and governing law shall survive termination.

In the event of a dispute arising from or in connection with these Terms or any engagement, the parties agree to the following resolution process:

• Negotiation: The parties shall first attempt to resolve the dispute through good-faith negotiation between designated representatives within 14 days of written notice of the dispute
• Mediation: If negotiation fails, the dispute shall be referred to mediation under the rules of the Arbitration Foundation of Southern Africa (AFSA), with costs shared equally between the parties
• Arbitration: If mediation fails within 30 days, the dispute shall be referred to and finally resolved by arbitration under the AFSA rules. The arbitration shall take place in South Africa. The arbitrator's decision shall be final and binding.

Nothing in this clause prevents either party from seeking urgent interim relief from a court of competent jurisdiction.

These Terms are governed by and construed in accordance with the laws of the Republic of South Africa. Subject to the dispute resolution process above, any legal proceedings arising from these Terms shall be subject to the exclusive jurisdiction of the South African courts.

We may update these Terms from time to time. When we make changes:

• The updated terms will be posted on this page with a new effective date and version number
• Active clients will be notified via email at least 14 days before material changes take effect
• Continued use of our services after the effective date constitutes acceptance of the revised terms
• If you do not agree with the changes, you may terminate your engagement in accordance with the Termination clause

Changes to these Terms do not affect the terms of Project Agreements already signed by both parties, unless both parties agree in writing.

• Entire agreement: These Terms, together with any applicable Project Agreement and our Privacy Policy, constitute the entire agreement between the parties and supersede all prior discussions, negotiations, and agreements
• Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect
• Waiver: Failure by either party to enforce any provision of these Terms shall not constitute a waiver of that provision or the right to enforce it later
• Assignment: Neither party may assign or transfer their rights or obligations under these Terms without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of substantially all assets
• Notices: All notices under these Terms shall be in writing and sent to the email addresses on record. Notices are deemed received on the date of transmission if sent by email during business hours, or the next business day if sent outside business hours
• Independent contractors: The relationship between Maphari and the Client is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship

For questions about these Terms or our services, you can reach us through the following channels:

• Legal enquiries: legal@maphari.co.za
• General enquiries: hello@mapharitechnologies.com
• Contact form: mapharitechnologies.com/#contact