Terms of Service

1. Agreement to these Terms

These Terms of Service ("Terms") constitute a binding legal agreement between Zuri Client Lync (Proprietary) Limited, trading as Zuri Client Lync ("Zuri", "we", "us", "our"), and the business entity or sole proprietor that registers for or uses the Zuri platform ("Customer", "you", "your"), together with each Authorised User invited to your workspace.

By creating an account, clicking "I agree", completing onboarding, or accessing or using the Platform, you:

• confirm that you have authority to bind the Customer to these Terms;
• agree to these Terms on behalf of the Customer; and
• agree to our Privacy Policy, Data Processing Agreement ("DPA"), and Marketing Communications Policy, each incorporated by reference.

If you do not agree, you must not use the Platform.

Authorised Users (employees, contractors, agents, and invitees) access the Platform under your account. You are responsible for their acts and omissions as if they were your own.

2. Definitions

• "Platform" means the Zuri Client Lync cloud software, websites, APIs, mobile interfaces, documentation, and related services we make available to Customers.
• "Customer Data" means data, content, files, and personal information you or Authorised Users submit to or generate through the Platform, including information about your clients, staff, appointments, transactions, inventory, and communications.
• "Subscription" means the plan, tier, modules, and limits associated with your account as described at signup or in your account settings.
• "Order Form" means any online checkout, pricing page selection, or written order specifying Subscription details.

Capitalised terms not defined here have the meanings given in the DPA or Privacy Policy.

3. The Platform

3.1 Description

Zuri provides a business operations platform that may include, depending on your Subscription and configuration:

• appointment scheduling, sessions, and calendar management;
• client records, consent tracking, and communications;
• point-of-sale, sales orders, and payment workflows;
• inventory, purchase orders, and supplier management;
• loyalty programmes and wallet features;
• staff, roles, permissions, and organisation management;
• reporting, dashboards, and integrations with third-party services.

Features may vary by Subscription tier, business type, module configuration, and region. We may add, modify, or discontinue features at any time, provided we do not materially reduce paid features during an active paid term without remedy or compensation required by law.

3.2 No professional advice

The Platform is business software only. It does not provide medical, legal, financial, tax, regulatory, or cannabis-compliance advice. You are solely responsible for how you use the Platform in your industry and for obtaining advice from qualified professionals.

3.3 Beta and preview features

We may offer beta, pilot, or preview features ("Beta Features"). Beta Features are provided as-is, may contain defects, may be discontinued at any time, and are excluded from any service-level or support commitments unless we agree otherwise in writing.

4. Account registration and eligibility

You represent and warrant that:

• you are at least 18 years old and legally capable of entering into binding contracts;
• if registering on behalf of a business, you have authority to bind that entity;
• all registration information is accurate, current, and complete, and you will keep it updated;
• you will not register using a false identity or without authorization;
• your use of the Platform complies with all applicable laws, including POPIA, ECTA, CPA (where applicable to your B2C dealings with your clients), sector-specific regulations, and professional conduct rules.

We may refuse, suspend, or terminate registration at our discretion where we reasonably believe these requirements are not met.

5. Subscriptions, fees, and payment

5.1 Plans and pricing

Subscriptions are offered on the pricing pages, in-app plan selectors, or Order Forms. Prices are in South African Rand (ZAR) unless stated otherwise and exclude VAT unless indicated as inclusive.

5.2 Billing cycle and renewal

Paid Subscriptions bill monthly or annually as selected. Unless you cancel in accordance with these Terms, Subscriptions automatically renew at the then-current rate for the same period. We may change prices on renewal with at least 30 days' notice (email or in-app).

5.3 Payment processing

Payments are processed by third-party payment providers (e.g. Paystack). You authorise us and our payment partners to charge your designated payment method for Subscription fees, taxes, and applicable overages. You are responsible for keeping payment details current.

5.4 Free trials and promotional offers

Free trials and promotions are offered at our discretion, may require payment details, and convert to paid Subscriptions unless cancelled before the trial ends. We may modify or withdraw promotions at any time.

5.5 Taxes

You are responsible for all taxes, levies, and duties associated with your Subscription except taxes based on our net income.

5.6 Late payment and suspension

If payment fails or your account is overdue, we may:

• retry charges in accordance with our billing practices;
• suspend access to paid features after reasonable notice;
• charge interest or collection costs where permitted by law; and
• terminate the Subscription after continued non-payment.

5.7 Refunds

Fees are non-refundable except where required by applicable law or expressly stated in writing. Downgrades take effect at the next renewal unless we agree otherwise.

5.8 Usage limits

Each tier includes limits (users, branches, messages, storage, or other metrics). Exceeding limits may require a plan upgrade or incur overage charges if offered. We may throttle or restrict usage that materially exceeds fair use of your tier.

6. Your responsibilities

You are responsible for:

6.1 Lawful use and client obligations

• obtaining all consents, notices, and lawful bases required before collecting or processing Customer Data, especially personal information about your clients;
• complying with POPIA and our DPA when using the Platform;
• ensuring messaging (SMS, email, WhatsApp, push) complies with ECTA, CPA, and industry rules, including opt-in/opt-out requirements;
• maintaining your own client-facing terms and privacy notices.

6.2 Account security

• safeguarding credentials, API keys, and authentication devices;
• configuring roles and permissions appropriately;
• promptly notifying us at info@zuri-lync.com of suspected unauthorised access;
• ensuring departing staff lose access promptly.

6.3 Accuracy of Customer Data

You are solely responsible for the accuracy, quality, legality, and integrity of Customer Data. Zuri does not verify Customer Data and is not liable for errors you introduce.

6.4 Equipment and connectivity

You provide internet access, hardware, and compatible browsers required to use the Platform.

7. Acceptable use

You and Authorised Users must not:

• violate any law, regulation, or third-party rights;
• upload malware, viruses, or harmful code;
• attempt to gain unauthorised access to the Platform, other accounts, or our infrastructure;
• probe, scan, or test vulnerabilities except with our written consent;
• scrape, crawl, or harvest data from the Platform by automated means except via documented APIs within rate limits;
• reverse engineer, decompile, or disassemble the Platform except where prohibited by law;
• resell, sublicense, or provide the Platform to third parties except as expressly permitted;
• use the Platform to send spam, phishing, or unsolicited bulk communications;
• harass, defame, or discriminate against any person;
• process special personal information without lawful authority and safeguards;
• use the Platform for illegal cannabis sales, unlicensed medical practice, money laundering, or fraud;
• interfere with or disrupt the Platform or other users' use;
• remove proprietary notices or misrepresent affiliation with Zuri.

We may investigate violations and cooperate with law enforcement. We may suspend or terminate access immediately for material breaches or legal risk.

8. Customer Data and privacy

8.1 Ownership

As between the parties, you retain all rights in Customer Data. Zuri acquires no ownership interest in Customer Data.

8.2 Licence to Zuri

You grant Zuri a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, display, and process Customer Data solely to:

• provide and maintain the Platform;
• prevent or address security or technical issues;
• comply with law; and
• create aggregated, de-identified analytics that do not identify you or your clients.

8.3 DPA

Where Zuri processes personal information in Customer Data on your behalf, the DPA applies and forms part of these Terms. In case of conflict regarding client personal information, the DPA prevails.

8.4 Data export and deletion

During an active Subscription, you may export Customer Data using Platform tools where available. Upon termination, we will delete or return Customer Data per the DPA and Privacy Policy, subject to legal retention requirements and backup cycles.

Export your data before termination. We are not liable for data you fail to export.

9. Intellectual property

9.1 Zuri property

The Platform, software, documentation, trademarks, logos, and all related intellectual property are owned by Zuri or its licensors. These Terms grant no rights except the limited access rights described herein.

9.2 Feedback

If you provide suggestions, ideas, or feedback, you grant Zuri a perpetual, irrevocable, royalty-free licence to use them without restriction or compensation.

9.3 Third-party components

The Platform may include open-source or third-party components subject to separate licence terms, which will prevail for those components.

10. Third-party services and integrations

The Platform may integrate with third-party services (payment gateways, messaging providers, calendars, identity services, and others). Third-party services are not under our control. Your use is subject to their terms and privacy policies. We are not liable for third-party acts, outages, or data practices.

Enabling an integration constitutes your authorization for us to exchange data with that provider as needed to operate the integration.

11. Support and service availability

11.1 Support

Support channels and response times depend on your Subscription tier and may change from time to time.

11.2 Availability

We aim to provide reliable access but do not guarantee uninterrupted or error-free operation. Scheduled maintenance, emergency maintenance, third-party failures, and events beyond our reasonable control may cause downtime.

11.3 No SLA unless agreed

Unless a separate written Service Level Agreement applies, no uptime guarantee is provided.

12. Confidentiality

Each party may receive confidential information from the other. The receiving party will:

• use confidential information only to perform under these Terms;
• protect it with at least reasonable care; and
• not disclose it except to employees, contractors, and advisers with a need to know, or as required by law.

Confidential information does not include information that is public, independently developed, or lawfully received from a third party without restriction.

13. Warranties and disclaimers

13.1 Mutual authority

Each party represents that it has authority to enter these Terms.

13.2 Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". ZURI DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED AVAILABILITY.

We do not warrant that the Platform will meet your requirements, that Customer Data will be preserved without loss, or that defects will be corrected within any particular timeframe.

13.3 Customer Data and compliance

You acknowledge that you are solely responsible for your regulatory compliance, client relationships, and business outcomes. Zuri does not warrant that use of the Platform satisfies any industry certification, POPIA compliance for your business, or cannabis/medical regulatory requirements.

14. Limitation of liability

14.1 Exclusion of indirect damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITY, ARISING FROM OR RELATED TO THESE TERMS OR THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY.

14.2 Liability cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZURI'S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE PLATFORM IN ANY 12-MONTH PERIOD SHALL NOT EXCEED THE GREATER OF:

• (a) fees paid by you to Zuri in that 12-month period; or
• (b) ZAR 5,000.

14.3 Exceptions

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under South African law, including liability for fraud, wilful misconduct, or death or personal injury caused by negligence.

14.4 Basis of bargain

You acknowledge that the limitations in this Section 14 reflect the allocation of risk and are an essential basis of our agreement to provide the Platform at current pricing.

15. Indemnification

You will defend, indemnify, and hold harmless Zuri, its directors, officers, employees, and agents from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to:

• Customer Data or your use of the Platform;
• your breach of these Terms, the DPA, or applicable law;
• your dealings with your clients, including messaging, billing, and consent failures;
• infringement or misappropriation of third-party rights by Customer Data or your instructions;
• use of the Platform by Authorised Users under your account; or
• your violation of acceptable use or sector-specific regulations.

We may assume exclusive defence of any matter subject to indemnification at your expense. You will cooperate reasonably with our defence.

16. Suspension and termination

16.1 Termination by you

You may cancel your Subscription through account settings or by contacting info@zuri-lync.com. Cancellation takes effect at the end of the current billing period unless otherwise stated.

16.2 Suspension or termination by us

We may suspend or terminate your access immediately if:

• you materially breach these Terms and fail to cure within 14 days of notice (where curable);
• payment is overdue beyond our grace period;
• we reasonably believe your use poses security, legal, or reputational risk;
• required by law or a regulatory authority; or
• you become insolvent or cease business operations.

We may discontinue the Platform entirely with at least 90 days' notice to active paying Customers, except where immediate discontinuation is required by law or safety concerns.

16.3 Effect of termination

Upon termination:

• your right to access the Platform ceases;
• accrued fees become immediately due;
• Sections that by nature should survive (including payment obligations, IP, confidentiality, disclaimers, limitation of liability, indemnity, and governing law) survive;
• we will handle Customer Data as described in the DPA and Privacy Policy.

17. Force majeure

Neither party is liable for failure or delay due to events beyond reasonable control, including natural disasters, war, terrorism, civil unrest, labour disputes, internet or utility failures, government actions, epidemics, or third-party service outages, provided the affected party uses reasonable efforts to mitigate impact.

18. Changes to these Terms

We may modify these Terms from time to time. When we make material changes, we will:

• update the effective date and version;
• notify the account owner by email or in-app notice; and
• require renewed acceptance where our onboarding or legal acceptance process provides for it.

Continued use after the effective date constitutes acceptance, except where law or our contract requires explicit consent. If you do not agree to updated Terms, you must stop using the Platform and cancel your Subscription.

19. Governing law and disputes

These Terms are governed by the laws of the Republic of South Africa, without regard to conflict-of-law principles.

19.1 Negotiation

The parties will attempt in good faith to resolve disputes through negotiation for 30 days before initiating formal proceedings.

19.2 Jurisdiction

Subject to mandatory consumer or data-protection provisions, the courts of South Africa have exclusive jurisdiction. Either party may seek interim injunctive relief in any competent court to protect intellectual property or confidential information.

19.3 Consumer Protection Act

If you are a consumer as defined in the Consumer Protection Act 68 of 2008 and these Terms apply to you in that capacity, nothing herein limits rights that cannot be waived under the CPA.

20. General provisions

20.1 Entire agreement

These Terms, together with the Privacy Policy, DPA, Marketing Communications Policy, Order Form, and any written SLA, constitute the entire agreement between the parties regarding the Platform and supersede prior discussions.

20.2 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.

20.3 No waiver

Failure to enforce any provision is not a waiver of that provision or any other provision.

20.4 Severability

If any provision is invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision will be modified to the minimum extent necessary to make it enforceable.

20.5 Independent contractors

The parties are independent contractors. These Terms do not create a partnership, agency, joint venture, or employment relationship.

20.6 Notices

Notices to Zuri: info@zuri-lync.com. Notices to you: the email address associated with the account owner or in-app notification. Notices are deemed received when sent, except email notices which are deemed received when sent unless bounce-back is received.

20.7 Language

These Terms are drafted in English. In case of conflict with a translation, the English version prevails.

21. Contact

Zuri Client Lync (Proprietary) Limited
Email: info@zuri-lync.com
Subject line: Terms of Service enquiry

For privacy matters, see our Privacy Policy. For data processing matters, see our Data Processing Agreement.

22. Related documents

In case of conflict: DPA prevails for client personal data; these Terms prevail for Subscription, billing, and Platform use.