1. Introduction
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client", "you", or "your") and Posly Pty Ltd, a company registered in South Africa ("POSly", "we", "us", or "our"), governing your access to and use of the POSly cloud-based point-of-sale platform, including all related software, applications, websites, APIs, and services (collectively, the "Service").
By registering for an account, accessing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.
2. Definitions
- "Account" means your registered POSly account and all associated credentials.
- "Client Data" means all data, information, and content that you or your Authorised Users upload, submit, store, or transmit through the Service, including but not limited to transaction records, inventory data, customer information, and financial records.
- "Authorised Users" means individuals you authorise to access the Service under your Account, including employees, agents, and contractors.
- "Subscription Period" means the period during which you have a valid, paid subscription to use the Service.
- "Third-Party Services" means external platforms that integrate with POSly, including but not limited to WooCommerce, Takealot, and payment processors.
3. Account Registration and Security
3.1. You must provide accurate, complete, and current information during registration and keep your account information updated at all times.
3.2. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your Account. You must immediately notify us of any unauthorised use of your Account.
3.3. You must not share your account credentials with any person who is not an Authorised User. You are solely responsible for managing Authorised User access levels and permissions.
3.4. We reserve the right to suspend or terminate any Account that we reasonably believe has been compromised, is being used fraudulently, or is in violation of these Terms.
4. Service Description
4.1. POSly provides a cloud-based point-of-sale and business management platform that may include, depending on your subscription plan: point-of-sale processing, inventory management, multi-store management, e-commerce integrations, marketplace integrations, reporting and analytics, customer management, and related features.
4.2. The Service is provided on an "as-is" and "as-available" basis. We strive to maintain high availability but do not guarantee uninterrupted or error-free operation.
4.3. We may modify, update, or discontinue features of the Service at any time. Material changes to core functionality will be communicated with reasonable advance notice.
5. Subscription, Fees, and Payment
5.1. Access to the Service requires a paid subscription. Subscription fees are as set out in the quote we provide to you or in a separate written agreement.
5.2. All fees are quoted in South African Rand (ZAR) unless otherwise specified and are exclusive of Value Added Tax (VAT), which will be added where applicable.
5.3. Subscription fees are billed in advance on a monthly or annual basis as selected by you. Payment is due on the date specified in your invoice. Failure to pay within 7 (seven) days of the due date may result in suspension of access to the Service.
5.4. We reserve the right to adjust pricing with at least 30 (thirty) days' written notice before the start of your next Subscription Period.
5.5. Refunds are not provided for partial months of service, downgrades, or unused features during an active Subscription Period, unless required by applicable law.
6. Client Data and Ownership
6.1. You retain full ownership of all Client Data. Nothing in these Terms transfers ownership of your data to POSly.
6.2. You grant POSly a limited, non-exclusive licence to access, process, and store your Client Data solely for the purpose of providing and improving the Service.
6.3. You are solely responsible for the accuracy, quality, legality, and appropriateness of all Client Data and for obtaining any necessary consents for the collection and processing of personal information in accordance with the Protection of Personal Information Act 4 of 2013 ("POPIA") and other applicable laws.
6.4. Upon termination of your Account, you may request an export of your Client Data within 30 (thirty) days. After this period, we reserve the right to delete your Client Data permanently.
7. Acceptable Use
You agree not to:
- Use the Service for any unlawful purpose or in violation of any applicable law or regulation.
- Attempt to gain unauthorised access to any part of the Service or its related systems.
- Interfere with or disrupt the integrity or performance of the Service.
- Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service.
- Resell, sublicense, or commercially redistribute the Service without our prior written consent.
- Use the Service to process or store data that you do not have the lawful right to process.
- Transmit any malware, viruses, or harmful code through the Service.
- Use the Service to send unsolicited communications or spam.
8. Third-Party Integrations
8.1. The Service may integrate with Third-Party Services. Your use of Third-Party Services is subject to their respective terms and policies, which are separate from these Terms.
8.2. POSly is not responsible for the availability, accuracy, or functionality of Third-Party Services, nor for any loss or damage arising from your use of them.
8.3. We may add, modify, or remove Third-Party integrations at any time. We will provide reasonable notice before removing an integration that you actively use.
9. Intellectual Property
9.1. The Service, including all software, code, designs, text, graphics, logos, trademarks, and other materials, is the exclusive property of Posly Pty Ltd or its licensors and is protected by copyright, trademark, and other intellectual property laws.
9.2. These Terms do not grant you any right, title, or interest in the Service beyond the limited right to use the Service in accordance with these Terms during your Subscription Period.
10. Confidentiality
10.1. Each party agrees to maintain the confidentiality of the other party's confidential information and not to disclose it to any third party without prior written consent, except as required by law or as necessary to perform obligations under these Terms.
10.2. Confidential information does not include information that is publicly available, independently developed, or lawfully received from a third party without restriction.
11. Limitation of Liability
11.1. To the maximum extent permitted by applicable law, POSly, its directors, employees, agents, and affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, business opportunities, or goodwill, arising out of or in connection with the Service, whether based on warranty, contract, tort (including negligence), or any other legal theory.
11.2. Our total aggregate liability for any claims arising out of or relating to these Terms or the Service shall not exceed the total fees paid by you to POSly in the 12 (twelve) months immediately preceding the event giving rise to the claim.
11.3. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud or wilful misconduct.
12. Indemnification
You agree to indemnify, defend, and hold harmless Posly Pty Ltd, its directors, officers, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; (d) any claims by third parties resulting from your Client Data; or (e) your breach of any representation or warranty made under these Terms.
13. Data Protection and POPIA Compliance
13.1. Both parties agree to comply with the Protection of Personal Information Act 4 of 2013 ("POPIA") and any other applicable data protection laws.
13.2. To the extent that POSly processes personal information on your behalf, POSly acts as an "Operator" (as defined in POPIA) and you act as the "Responsible Party". You are responsible for ensuring that you have obtained all necessary consents and authorisations for the processing of personal information through the Service.
13.3. Our processing of personal information is further described in our Privacy Policy, which forms part of these Terms.
14. Service Level and Uptime
14.1. We endeavour to maintain a service availability of at least 99.5% per calendar month, excluding scheduled maintenance windows.
14.2. We will provide reasonable advance notice of scheduled maintenance. Emergency maintenance may be performed without advance notice when necessary to protect the integrity or security of the Service.
15. Termination
15.1. You may cancel your subscription at any time through your account settings or by contacting our support team. Cancellation takes effect at the end of the current Subscription Period.
15.2. We may suspend or terminate your access to the Service immediately if: (a) you breach any material provision of these Terms; (b) you fail to pay fees when due after written notice; (c) you become insolvent or enter liquidation; or (d) continued provision of the Service would cause us to violate any applicable law.
15.3. Upon termination: (a) all licences granted to you under these Terms cease immediately; (b) you must stop using the Service; (c) you may request a data export within 30 days as described in Section 6.4.
15.4. Sections that by their nature should survive termination shall survive, including Sections 6 (Client Data), 9 (Intellectual Property), 10 (Confidentiality), 11 (Limitation of Liability), 12 (Indemnification), and 17 (Governing Law).
16. Modifications to Terms
16.1. We may update these Terms from time to time. Material changes will be communicated via email or prominent notice within the Service at least 30 (thirty) days before they take effect.
16.2. Your continued use of the Service after the effective date of updated Terms constitutes your acceptance of those changes. If you do not agree with the updated Terms, you must stop using the Service and cancel your subscription before the changes take effect.
17. Governing Law and Dispute Resolution
17.1. These Terms are governed by and construed in accordance with the laws of the Republic of South Africa.
17.2. Any dispute arising out of or in connection with these Terms shall first be submitted to mediation in accordance with the rules of the Arbitration Foundation of Southern Africa ("AFSA"). If mediation fails to resolve the dispute within 30 (thirty) days, either party may refer the dispute to arbitration under AFSA rules.
17.3. Nothing in this clause prevents either party from seeking urgent interim relief from a court of competent jurisdiction.
18. General Provisions
18.1. Entire Agreement. These Terms, together with the Privacy Policy and any applicable subscription agreement, constitute the entire agreement between you and POSly regarding the Service.
18.2. Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
18.3. Waiver. No failure or delay by either party in exercising any right under these Terms shall operate as a waiver of that right.
18.4. Assignment. You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations without restriction.
18.5. Force Majeure. Neither party shall be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including natural disasters, war, terrorism, strikes, government actions, power failures, internet disturbances, or pandemics.
19. Contact Information
For questions about these Terms, contact us at: