End User Licence Agreement (EULA)

This End User Licence Agreement (“Agreement” or “EULA”) is a legally binding agreement between the person or business accepting these terms (“Customer”, “User” or “you”) and BUSINESS MANAGEMENT SOLUTIONS (PTY) LTD, trading as Business Management Solutions (“BMS”, “we”, “us” or “our”).

This Agreement governs access to and use of the BMS cloud-based business management platform, including its website, applications, software modules, integrations and associated services.

By registering an account, selecting “I Agree”, or accessing or using BMS, you acknowledge that you have read and agree to this Agreement.

If you accept this Agreement on behalf of a company or other organisation, you confirm that you have authority to bind that organisation.

If you do not agree, you must not access or use BMS.

2.1 Licence Grant

Subject to payment of applicable subscription fees and compliance with this Agreement, BMS grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to access and use the BMS platform for lawful internal business operations during the subscription term.

2.2 Licence Restrictions

Users may not:

• Copy, resell, redistribute or sublicense BMS without written authorisation.
• Reverse-engineer, decompile or attempt to extract proprietary source code, except where permitted by applicable law.
• Bypass subscription restrictions, access controls or security mechanisms.
• Access another customer’s information without authorisation.
• Use the platform for fraudulent, unlawful or malicious activities.
• Introduce viruses, malware or harmful software.
• Interfere with the security, availability or operation of BMS.
• Share user credentials with unauthorised persons.

2.3 Ownership

BMS and its licensors retain all rights, title and interest in the software, source code, designs, databases, trademarks, interfaces and related intellectual property.

No ownership rights are transferred to the Customer under this Agreement.

BMS provides subscription-based access through the following plans:

Prices are in South African Rand (ZAR). The applicable checkout or quotation will specify whether VAT is included or excluded.

3.1 Feature Availability

Each plan includes specific features, user allowances, company limits, branch allowances, AI usage limits and other entitlements as described in the applicable subscription schedule.

BMS may introduce new features, enhance existing functionality or discontinue features, provided that material changes affecting paid functionality are communicated appropriately and handled in accordance with applicable law.

3.2 Upgrades and Downgrades

Customers may request upgrades or downgrades, subject to available subscription options, billing adjustments and applicable restrictions.

A downgrade may result in loss of access to certain features. Customer data will be handled according to the retention and export provisions of this Agreement.

3.3 Subscription Restrictions

Customers must not intentionally circumvent plan limits or access functionality for which they have not subscribed.

4.1 Billing

Subscriptions are billed monthly or annually, according to the option selected at purchase.

4.2 Payment Methods

BMS may support payment gateways, electronic funds transfers, card payments and other authorised payment methods.

Payment processing may be subject to additional terms imposed by third-party payment providers.

4.3 Failed Payments

Where payment fails or remains outstanding, BMS may issue reminders and provide an opportunity to resolve the outstanding amount.

BMS may suspend access following reasonable notice, subject to applicable law and any agreed payment terms.

4.4 Annual Subscription Adjustments

BMS may apply an annual subscription price increase of 8%, subject to applicable law, the Customer’s subscription agreement and advance written notification.

For fixed-term agreements, price changes will be applied only where contractually and legally permitted.

4.5 Refunds

Refund requests will be assessed in accordance with applicable South African law, the Customer’s subscription terms and the circumstances of the request.

Nothing in this Agreement excludes mandatory statutory rights to refunds or remedies.

5.1 Customer Cancellation

Customers may request cancellation by giving 30 calendar days’ written notice, subject to any mandatory rights to cancel earlier under applicable law.

5.2 Cancellation During a Billing Cycle

Charges due during a valid notice period remain payable, except where applicable law or the subscription agreement requires otherwise.

5.3 Termination by BMS

BMS may suspend or terminate access where:

• The Customer materially breaches this Agreement.
• Subscription payments remain unpaid after appropriate notice.
• The account is used for unlawful or fraudulent purposes.
• The Customer compromises platform security.
• Continued service would violate applicable law.

Where appropriate, BMS will provide notice and a reasonable opportunity to remedy the breach.

5.4 Data Following Termination

Following termination, BMS will provide a reasonable opportunity to request or export Customer Data, subject to applicable law, outstanding legal obligations and technical availability.

Unless a different period is specified in the subscription agreement, BMS will ordinarily make Customer Data available for export for 30 calendar days after termination.

After the applicable retention period, BMS may delete or anonymise Customer Data, except where continued retention is legally required.

Customers are responsible for:

• Maintaining accurate registration and company information.
• Protecting usernames, passwords and authentication credentials.
• Managing user permissions and access levels.
• Removing access for employees who leave the organisation.
• Notifying BMS promptly of suspected unauthorised access.
• Ensuring authorised users comply with this Agreement.

BMS may provide role-based access control, audit logs, account permissions and other security functionality according to the Customer’s subscription plan.

Customers remain responsible for configuring their user access appropriately.

7.1 Data Ownership

Customers retain ownership of the business information they upload, enter or generate using BMS, including customer records, quotations, invoices, supplier information, employee records, financial records and business documents (“Customer Data”).

7.2 Permission to Process Data

Customers grant BMS the limited rights necessary to host, store, transmit, back up and otherwise process Customer Data for the purpose of providing, securing, supporting and improving the contracted services, subject to the Privacy Policy and applicable law.

7.3 Data Accuracy

Customers are responsible for the accuracy, legality and completeness of information entered into BMS.

7.4 Data Export

BMS may provide data export functionality through supported formats such as CSV, Excel or PDF, depending on the relevant module and subscription entitlements.

BMS will not intentionally withhold legally required access to Customer Data solely because a subscription has ended.

BMS is committed to handling personal information in accordance with the Protection of Personal Information Act, 2013 (POPIA) and other applicable South African legislation.

Depending on the processing activity, the Customer may act as the responsible party and BMS as an operator, or BMS may act as a responsible party for its own account administration and service operations.

BMS will implement appropriate technical and organisational safeguards designed to protect personal information against unauthorised access, loss, destruction and unlawful processing.

Where BMS acts as an operator, it will process personal information in accordance with the Customer’s lawful instructions and applicable contractual requirements.

Customers are responsible for establishing an appropriate lawful basis for collecting and processing personal information entered into the platform.

Cross-border transfers of personal information will be handled in accordance with applicable POPIA requirements.

Further information is provided in the BMS Privacy Policy and any applicable Data Processing Agreement.

BMS may provide functionality for:

• Quotations, invoices and payments.
• Expense and supplier bill management.
• Bookkeeping and accounting reports.
• VAT calculations.
• Bank transaction recording.
• Financial dashboards and reporting.
• Purchase orders and approvals.
• Payroll-related financial calculations.

These features are business management tools and do not constitute independent accounting, tax, legal or financial advice.

Customers remain responsible for verifying financial records, tax calculations, submissions, reconciliations and statutory compliance.

BMS does not guarantee that automated calculations will satisfy every customer’s accounting requirements or every regulatory circumstance.

Users should consult appropriately qualified accountants, tax practitioners or other professional advisers where necessary.

Where available under the Customer’s subscription, BMS may support employee management, leave administration, payroll, timesheets, rostering, QR attendance and related workforce functionality.

Customers remain responsible for complying with applicable employment, payroll, tax and labour legislation.

BMS does not assume the legal responsibilities of the Customer as an employer.

The Customer must verify employee information, working hours, payroll calculations, deductions and statutory submissions before relying on or submitting them.

Certain subscription plans may include AI-assisted features, such as:

• Drafting supplier bills.
• Generating customer emails.
• Extracting information from documents.
• Categorising expenses.
• Producing business insights.
• Assisting with financial forecasts.

11.1 AI Output

AI-generated content may contain errors, omissions or inaccurate information.

Customers must review and verify AI-generated content before using it for financial, legal, employment, contractual or other consequential decisions.

11.2 AI Usage Limits

BMS may impose reasonable monthly usage limits, fair-use restrictions and additional charges for AI services, as disclosed in the relevant subscription schedule.

11.3 AI Data Processing

Where third-party AI providers process Customer Data, BMS will implement appropriate contractual and privacy safeguards and provide required disclosures.

BMS will not use confidential Customer Data to train general-purpose AI models without an appropriate lawful basis and contractual authorisation.

BMS may integrate with third-party services, including payment gateways, email providers, messaging services, banking platforms, cloud infrastructure and external APIs.

Use of third-party services may be governed by separate provider terms.

BMS is not responsible for third-party outages, errors, fees or changes beyond its reasonable control, except where liability cannot lawfully be excluded or arises from BMS’s own acts or omissions.

Customers authorise BMS to exchange the information reasonably required to operate integrations they enable.

BMS will use commercially reasonable efforts to maintain reliable platform availability.

Scheduled maintenance, emergency security updates and infrastructure changes may temporarily affect access.

BMS will endeavour to provide reasonable advance notice of planned maintenance that materially affects availability.

Specific uptime commitments, support response times, escalation procedures and service credits, if applicable, will be governed by the relevant BMS Service Level Agreement (SLA).

No uninterrupted or error-free service is guaranteed unless expressly provided in an applicable SLA.

BMS may provide customer support, technical assistance, troubleshooting and onboarding services according to the Customer’s subscription plan.

Support availability, channels, response targets and escalation procedures will be defined in the applicable SLA or support schedule.

Custom development, integrations, migrations and implementation services may require separate written agreements and fees.

BMS will implement commercially reasonable backup, monitoring and recovery procedures appropriate to the service.

Backup frequency, recovery objectives and retention arrangements may be described in the applicable SLA or technical service documentation.

Although BMS takes reasonable precautions to protect Customer Data, no technology environment can be guaranteed completely free from interruption, cyberattacks or data loss.

Customers should maintain independent copies of critical exported business records where appropriate.

Each party must protect the other party’s confidential business and technical information using reasonable care.

Confidential information may only be used for purposes connected with this Agreement and may not be disclosed to unauthorised third parties.

These obligations do not apply to information that is lawfully public, independently developed, already lawfully known or required to be disclosed by law.

Where disclosure is legally required, the disclosing party will provide notice where legally permitted.

All intellectual property relating to BMS, including its software, designs, branding, documentation and proprietary functionality, remains the property of BMS or its licensors.

Customers may not claim ownership of BMS software or use its intellectual property beyond the rights expressly granted under this Agreement.

Customer Data remains the property of the Customer or its respective lawful owners.

BMS warrants that it will provide the services with reasonable care and skill.

Except for express warranties and rights that cannot lawfully be excluded, BMS makes no guarantee that the platform will satisfy every business requirement or operate without interruption.

BMS does not guarantee specific financial, operational, tax or commercial outcomes resulting from use of the platform.

Nothing in this Agreement limits rights or remedies that cannot lawfully be excluded under applicable consumer protection or other legislation.

To the maximum extent permitted by applicable law, neither party will be liable for indirect or consequential losses, including lost business opportunities or anticipated profits, arising from this Agreement.

Subject to applicable law, BMS’s aggregate liability for claims arising from the services will not exceed the subscription fees paid or payable by the Customer during the 12 months immediately preceding the event giving rise to the claim.

This limitation does not apply to fraud, wilful misconduct or liabilities that cannot lawfully be limited or excluded.

It does not remove obligations imposed by applicable data protection legislation.

Customers must use BMS only for lawful business purposes.

Prohibited activities include fraud, money laundering, unauthorised access, malicious data manipulation, unlawful surveillance and other activities that violate applicable law.

BMS may investigate suspected misuse and take proportionate action to protect the platform, its customers and affected third parties.

BMS may update this Agreement to reflect legal requirements, security changes, operational developments or changes to the services.

Material changes will be communicated through email, platform notifications or other appropriate channels before taking effect, where required by law.

Where a change materially and adversely affects the Customer’s contractual rights, the Customer will retain any applicable statutory or contractual remedies.

Neither party will be responsible for delays or failures caused by events beyond its reasonable control, including natural disasters, widespread infrastructure failures, government restrictions or major telecommunications disruptions.

The affected party must take reasonable steps to minimise disruption and resume performance.

Payment obligations already due are not automatically cancelled by a force majeure event.

This Agreement is governed by the laws of the Republic of South Africa.

The parties will first attempt to resolve disputes through good-faith written discussions.

If the dispute remains unresolved, either party may pursue available legal remedies before a court of competent jurisdiction in South Africa.

Nothing in this clause prevents a party from seeking urgent relief or exercising mandatory statutory rights.

24.1 Entire Agreement

This EULA, together with the applicable subscription order, Privacy Policy, SLA and any expressly incorporated agreements, constitutes the agreement governing the relevant services.

24.2 Severability

If any provision is found unenforceable, the remaining provisions will continue to apply to the extent legally permitted.

24.3 No Waiver

Failure to enforce a provision does not constitute a waiver of the right to enforce it later.

24.4 Assignment

Customers may not transfer this Agreement without BMS’s prior written consent, except where applicable law provides otherwise.

24.5 Order of Precedence

Where documents conflict, any expressly negotiated and signed agreement will take precedence over this EULA for the specific subject matter it governs, followed by the applicable subscription order, SLA and this EULA, unless otherwise expressly agreed.

For licensing, account administration, cancellation requests, privacy matters or legal notices, contact:

By selecting the acceptance checkbox and continuing with registration or subscription, the User confirms that:

• They have read and understood this End User Licence Agreement.
• They agree to comply with its terms.
• They are authorised to act on behalf of the subscribing business, where applicable.
• They acknowledge the applicable subscription fees and plan limitations.
• They acknowledge the BMS Privacy Policy and applicable Terms and Conditions.