Terms of Service South Africa.
These Terms apply to every Order signed with ADMINZERO A0 (PTY) LTD, trading as AdminZero.
1. About these Terms
1.1These Terms of Service (the Terms) apply to every Order between ADMINZERO A0 (PTY) LTD, registration number 2025/897362/07, a private company incorporated in South Africa and trading as AdminZero (AdminZero, we, us), and the client named in that Order (the Client, you).
1.2An Order is a service agreement, proposal or order form, signed by the Client, that refers to these Terms and sets out the services, fees, term and service levels that apply to the Client.
1.3The Order, including any service levels and POPIA Operator Agreement in it, and these Terms together form the agreement between AdminZero and the Client (the Agreement). If they conflict, the Order prevails, then the POPIA Operator Agreement on the processing of personal information, then these Terms.
1.4The Agreement is the whole agreement between the parties about the Service and replaces any earlier proposal or understanding about it. Terms in the Client's own documents, such as purchase orders, do not apply unless they are included in a signed Order.
2. The Service
2.1AdminZero provides the platform and related services described in the Order (the Service) to the Client's authorised users for the term of the Agreement.
2.2AdminZero may improve and change the Service from time to time. AdminZero will not materially reduce functionality the Client relies on without giving at least 30 days written notice. The Client may then end the Agreement before the change takes effect, without paying fees for the rest of the term.
2.3New features and improvements are included in the fees unless the Order says otherwise.
2.4The Service may connect to third party services that the Client uses, such as Microsoft 365 or a CRM. Those services are provided under the third party's own terms, and AdminZero is not responsible for their availability or for changes their providers make.
3. Accounts and acceptable use
3.1The Client may give access only to its own staff and other persons it authorises. Each user has their own login. The Client keeps login details secure and tells AdminZero promptly of any suspected unauthorised access.
3.2The Client is responsible for all use of the Service under its accounts, for the accuracy of the data and instructions it provides, and for having a lawful basis under POPIA for the personal information it places on the Service.
3.3The Client will not, and will not allow anyone else to, resell or provide the Service to any third party; copy, modify or reverse engineer the Service; use the Service unlawfully or to send unsolicited communications; or attempt to breach the security of the Service or disrupt it.
3.4AdminZero may suspend access that threatens the security or integrity of the Service. Where practicable AdminZero gives notice first, and it restores access as soon as the issue is resolved.
4. Advice remains the broker's responsibility
4.1AdminZero provides a productivity service. It does not give financial advice to the Client's clients and does not take over any of the Client's regulatory duties.
4.2Everything the Service prepares is a draft for a broker to review, not advice to a client. A competent broker reviews every draft before it is sent. The Client remains solely responsible for the advice and communications it sends to its clients and for its own compliance, including under the Financial Advisory and Intermediary Services Act, 2002.
5. Fees and payment
5.1The Client pays the fees set out in the Order. Fees exclude VAT, which is added where applicable.
5.2Unless the Order says otherwise, AdminZero invoices monthly in advance and the Client pays each invoice within 7 days by EFT. Fees paid in advance are not refunded for part of a month, except that where the Client ends the Agreement under clause 6.4, AdminZero refunds any fees paid for the period after termination.
5.3The Client raises any disputed amount in good faith within 7 days of the invoice and pays the undisputed balance.
5.4If an undisputed invoice remains unpaid 14 days after AdminZero gives written notice of non payment, AdminZero may suspend the Service until payment is made. Fees remain payable during a suspension. AdminZero does not delete the Client's data because of a suspension.
5.5Fees are fixed for the initial term set out in the Order. AdminZero may change them for a renewal term by giving at least 60 days written notice before that renewal term starts, and the Client may then choose not to renew.
5.6Licences for third party services that the Client uses remain the Client's own cost.
6. Term, renewal and termination
6.1The Agreement starts when the Client signs the Order. The initial term and start date are set out in the Order. The Agreement then renews for further periods of the same length as the initial term, unless the Order says otherwise or either party gives written notice at least 30 days before the end of the current term.
6.2If the Client ends the Agreement before the end of the current term, other than under clause 6.4, the Client pays the early cancellation fee set out in the Order. If the Order sets no early cancellation fee, the fees for the remainder of the current term become due immediately.
6.3If AdminZero ends the Agreement because the Client has committed a material breach, including non payment, and has not remedied it within 14 days of written notice, the Client pays the same amount as under clause 6.2.
6.4The Client may end the Agreement immediately by written notice, and no fees are payable for the rest of the term, if AdminZero commits a material breach and does not remedy it within 14 days of written notice, if AdminZero materially misses the service levels in the Order in two consecutive months, or in the circumstances in clause 2.2.
6.5Either party may end the Agreement immediately by written notice if the other party becomes insolvent, is placed in business rescue or liquidation, or stops carrying on business.
6.6On termination, AdminZero gives the Client an export of its data in a standard format, such as CSV and PDF, on a request made within 30 days, and then returns or securely deletes the Client's data as set out in the POPIA Operator Agreement. Fees are payable up to the date of termination, together with any amount due under this clause 6.
6.7Clauses 4, 6, 7, 8, 9, 11 and 13 survive termination.
7. Data protection
7.1For the Protection of Personal Information Act, 2013 (POPIA), the Client is the Responsible Party and AdminZero is the Operator for the personal information that AdminZero processes for the Client.
7.2The POPIA Operator Agreement in the Order governs that processing. If an Order does not include one, AdminZero processes personal information only with the Client's knowledge or authorisation, treats it as confidential, secures it with appropriate and reasonable measures, and notifies the Client immediately of any security compromise, as sections 19 to 21 of POPIA require.
7.3AdminZero never uses the Client's client personal information to train any language model or machine learning model.
7.4A broker reviews every output before it is used, so the Service makes no decision about a data subject based solely on automated processing.
8. Confidentiality
8.1Each party keeps the other party's confidential information confidential, including policy schedules and wordings, client personal information, pricing and the fees in the Order, templates, and the platform and how it works. Each party uses it only for the Agreement, protects it with reasonable care, and shares it only with personnel and advisers who need it and are bound by equivalent confidentiality.
8.2This does not apply to information that is public through no breach, already lawfully known, independently developed, lawfully received from a third party, or required to be disclosed by law, with prior notice where lawful.
8.3This duty lasts for three years after the Agreement ends, and for client personal information for as long as it is held and afterwards for as long as POPIA requires.
8.4AdminZero does not name the Client publicly as a client without the Client's written consent.
9. Intellectual property
9.1AdminZero owns the platform and all improvements to it, including improvements that arise from the Client's feedback.
9.2The Client owns its data, client information, templates and configurations, and allows AdminZero to use them only to provide the Service.
9.3AdminZero may use aggregated information, from which no client, broker or data subject can be identified, to improve the platform. It never uses the Client's confidential information or client personal information to train any model or for any other customer.
10. Warranties
10.1AdminZero provides the Service with reasonable skill and care and in line with the service levels in the Order.
10.2To the extent the law allows, AdminZero gives no other warranties, express or implied, including that the Service will be uninterrupted or error free.
11. Liability
11.1Each party's total liability under the Agreement is limited to the fees paid by the Client under it in the 12 months before the event giving rise to the claim. This limit does not apply to the Client's obligation to pay fees due under the Agreement, including under clause 6.
11.2Neither party is liable for indirect or consequential loss, or for lost profit, business or goodwill.
11.3Nothing limits liability that cannot be limited by law, including liability for fraud, or any liability under POPIA that cannot lawfully be limited. AdminZero is not liable for advice that a broker chooses to give to a client.
11.4The Client indemnifies AdminZero against third party claims, and resulting loss, arising from the Client's data or instructions being unlawful or infringing, from the communications the Client sends to its clients, or from the Client's breach of its own regulatory duties. AdminZero gives prompt notice of any such claim, lets the Client control the defence, and does not settle without the Client's consent.
12. Electronic signature and changes to these Terms
12.1An Order may be concluded and signed electronically. A signature captured on the Order page, together with the signer's details, the date and time and a fingerprint of the Order, is a valid electronic signature under the Electronic Communications and Transactions Act, 2002.
12.2These Terms form part of each Order that refers to them, as section 11 of that Act allows. The version of these Terms referred to in the Order applies.
12.3AdminZero may publish new versions of these Terms. A new version applies to an existing Client only from its next renewal term, and only if AdminZero has given at least 30 days written notice. Earlier versions are available on request.
13. General
13.1The Agreement is governed by the law of South Africa, and the parties submit to the jurisdiction of the South African courts.
13.2Notices may be given by email to the addresses in the Order, or to any other address a party gives in writing.
13.3Variations must be in writing and signed by both parties, which may be done electronically.
13.4A delay in enforcing a right is not a waiver. If any part of the Agreement is unenforceable, the rest stands.
13.5Neither party may assign the Agreement without the other's consent, except that AdminZero may assign it to a successor of its business on written notice.
13.6Neither party is liable for delay or failure caused by events beyond its reasonable control, other than an obligation to pay money.