Terms and Conditions

BMS is a cloud-based business management platform designed to assist businesses with managing various operational and administrative processes.

Depending on the subscription, configuration and features available, BMS may provide functionality including:

• Business dashboards;
• Customer management;
• Supplier management;
• Quotations;
• Invoicing;
• Expense management;
• Payment tracking;
• Tax-related record management;
• Product and service management;
• Reporting and analytics;
• Asset registers;
• Asset management;
• Maintenance management;
• User and role management;
• Document management;
• Notifications;
• Integrations; and
• Other business management functionality introduced from time to time.

Features available to a particular customer may depend on the customer’s subscription plan.

To create or administer a BMS account, you must:

• Be at least 18 years old;
• Have legal capacity to enter into an agreement;
• Provide accurate registration information; and
• Where acting for an organisation, have authority to act on its behalf.

BMS is primarily intended for businesses, organisations, entrepreneurs and authorised business users.

Certain BMS services require registration.

When registering, you agree to provide accurate, current and complete information.

You are responsible for maintaining the accuracy of your account information.

You are also responsible for all activity occurring through your account or through accounts you create for your employees, contractors or other authorised users.

Users are responsible for maintaining the confidentiality and security of their login credentials.

Users must:

• Use secure passwords;
• Keep passwords confidential;
• Not share accounts unless expressly permitted;
• Ensure access is only granted to authorised persons;
• Maintain appropriate permissions for users;
• Protect devices used to access BMS; and
• Notify BMS promptly of suspected unauthorised access.

BMS may implement additional security controls including multi-factor authentication, session controls, access restrictions and security monitoring.

BMS may be offered through different subscription plans.

Plans may differ according to:

• Number of users;
• Number of companies;
• Available modules;
• Storage;
• Reporting functionality;
• Integrations;
• Support level;
• Transaction volumes;
• Asset limits; and
• Other platform capabilities.

The functionality included in each plan will be communicated through BMS pricing pages, proposals, quotations, order forms or other commercial documentation.

Where BMS is provided as a paid service, customers agree to pay all applicable subscription and service fees.

Fees may include:

• Monthly subscription fees;
• Annual subscription fees;
• Setup fees;
• Implementation fees;
• Training fees;
• Integration fees;
• Additional-user fees;
• Premium-module fees;
• Support fees; and
• Other agreed charges.

Prices may be quoted inclusive or exclusive of VAT as indicated at the time of purchase.

Subscription fees are payable according to the billing cycle selected by the customer.

Unless otherwise agreed in writing, subscriptions may be billed monthly or annually in advance.

Customers are responsible for ensuring that payment information remains accurate and that payments are made when due.

Where automatic billing is enabled, the customer authorises the relevant payment provider to process recurring payments according to the selected subscription.

Where payment becomes overdue, BMS may:

• Send payment reminders;
• Restrict certain functionality;
• Suspend access to the account;
• Downgrade the account;
• Disable premium features; or
• Terminate the subscription where payment remains outstanding.

Where reasonably practicable, BMS will provide notice before suspending an account for non-payment.

Outstanding amounts remain payable notwithstanding suspension or termination.

BMS may offer free trials, promotional periods or discounted subscriptions.

Such offers may be subject to additional conditions.

At the end of a trial period, access may:

• Expire;
• Be restricted; or
• Convert to a paid subscription where the user has expressly agreed to such conversion and provided the necessary payment authorisation.

Promotional offers may not necessarily be available to all customers.

Customers retain ownership of the business data and content they lawfully submit to BMS (“Customer Data”).

Customer Data may include:

• Customer information;
• Supplier information;
• Products;
• Services;
• Quotations;
• Invoices;
• Expenses;
• Financial records;
• Asset information;
• Documents;
• Reports; and
• Other business information.

Using BMS does not transfer ownership of Customer Data to BMS.

The customer grants BMS the limited rights necessary to host, process, transmit, back up and otherwise handle Customer Data for the purpose of providing, securing, supporting and maintaining BMS.

Customers are responsible for ensuring that:

• They have the lawful right to enter information into BMS;
• Information entered into BMS is accurate where reasonably required;
• Personal information is collected and processed lawfully;
• Appropriate permissions and consent have been obtained where required;
• User permissions are correctly configured;
• Their use of BMS complies with applicable law; and
• Sensitive information is only processed where appropriate.

Customers remain responsible for their business records and decisions made using information stored within BMS.

Personal information processed through BMS will be handled in accordance with the BMS Privacy Policy and applicable data protection legislation, including the Protection of Personal Information Act 4 of 2013 (“POPIA”), where applicable.

Depending on the circumstances, a customer may act as the Responsible Party for personal information uploaded to BMS while BMS may act as an Operator.

Customers are responsible for ensuring that they have an appropriate lawful basis for personal information they collect and process through BMS.

Users may only use BMS for lawful business purposes.

Users may not use BMS to:

• Conduct illegal activities;
• Commit fraud;
• Upload malicious software;
• Distribute viruses or harmful code;
• Attempt unauthorised access;
• Circumvent security controls;
• Interfere with platform availability;
• Conduct unauthorised vulnerability testing;
• Reverse engineer the platform except where permitted by law;
• Harvest information unlawfully;
• Send unlawful spam;
• Infringe intellectual property rights;
• Impersonate another person or organisation; or
• Process information in violation of applicable law.

BMS may investigate suspected abuse and may suspend access where reasonably necessary to protect BMS, customers or third parties.

BMS, including its software, source code, object code, interfaces, architecture, databases, workflows, designs, branding, documentation and related technology, is owned by or licensed to BUSINESS MANAGEMENT SOLUTIONS (PTY) LTD.

Except for Customer Data, all intellectual property rights relating to BMS remain with BMS or the relevant rights holder.

A subscription does not transfer ownership of BMS software or intellectual property to the customer.

Subject to payment of applicable fees and compliance with these Terms, BMS grants the customer a limited, non-exclusive, non-transferable and revocable right to access and use BMS for legitimate internal business purposes during the applicable subscription period.

Customers may not sell, sublicense, reproduce or commercially distribute BMS unless expressly authorised in writing.

Users may provide ideas, suggestions or feedback concerning BMS.

BMS may use general feedback to improve the platform without creating an obligation to compensate the person providing the feedback, provided that such use does not improperly disclose confidential Customer Data.

BMS may integrate with third-party services such as:

• Payment providers;
• Accounting systems;
• Banks;
• Email services;
• Messaging platforms;
• Cloud platforms;
• Mapping services;
• Government or tax-related services;
• Analytics providers; and
• Other business applications.

Third-party services are operated independently and may be governed by their own terms and privacy policies.

BMS is not responsible for failures, outages, policy changes or other matters caused solely by third-party services outside its reasonable control.

BMS is a continuously evolving software platform.

BMS may:

• Introduce new features;
• Improve existing functionality;
• Modify user interfaces;
• Update integrations;
• Fix defects;
• Implement security updates;
• Deprecate obsolete functionality; or
• Change technical infrastructure.

Where a material change significantly affects customers, reasonable notice may be provided where practicable.

BMS will use commercially reasonable efforts to maintain the availability and reliability of BMS.

However, uninterrupted or error-free availability cannot be guaranteed.

BMS may occasionally be unavailable because of:

• Scheduled maintenance;
• Emergency maintenance;
• Software updates;
• Infrastructure failures;
• Internet outages;
• Third-party service failures;
• Cybersecurity incidents;
• Power or telecommunications failures; or
• Circumstances beyond reasonable control.

Where practical, customers will be informed of significant planned maintenance.

Support availability may depend on the customer’s subscription plan or support agreement.

Support may be provided through:

• Email;
• Support tickets;
• Telephone;
• Remote assistance;
• Online documentation; or
• Other approved channels.

Response and resolution times may vary depending on severity, subscription level and applicable Service Level Agreements.

BMS may maintain backups and disaster-recovery procedures for BMS.

Customers should nevertheless maintain copies of critical business information where appropriate.

Backups are intended primarily for platform recovery and should not automatically be considered a substitute for a customer’s own legal, accounting or business-record retention obligations.

BMS may provide functionality relating to:

• Invoicing;
• Expenses;
• Taxes;
• Financial reporting;
• Payment tracking; and
• Other financial records.

BMS is a software platform and does not automatically constitute professional accounting, tax, financial or legal advice.

Customers remain responsible for verifying financial information and obtaining advice from qualified professionals where required.

BMS does not guarantee that automatically calculated amounts will satisfy every customer’s particular tax, accounting or regulatory obligations.

Reports, dashboards, forecasts, recommendations and analytics generated by BMS are intended to assist business decision-making.

Customers remain responsible for decisions made based on information produced by the platform.

Users should verify material information before making significant financial, legal, tax or operational decisions.

BMS may temporarily suspend access to BMS where reasonably necessary because of:

• Non-payment;
• Suspected fraud;
• Security threats;
• Illegal activity;
• Material violation of these Terms;
• Abuse of platform resources;
• Risk to other customers;
• Legal requirements; or
• Emergency technical circumstances.

Where appropriate and legally permitted, BMS will attempt to notify the affected customer.

Customers may cancel their BMS subscription according to the cancellation process applicable to their plan or agreement.

Cancellation does not automatically entitle a customer to a refund for amounts already paid unless required by applicable law or expressly provided in the applicable commercial agreement.

The subscription may remain active until the end of the paid billing period, depending on the applicable plan.

BMS may terminate a customer’s access where:

• The customer materially breaches these Terms;
• Fees remain unpaid;
• BMS is used unlawfully;
• Continued use creates a material security risk;
• Required by law; or
• The relevant service is discontinued.

Where reasonably possible, customers will be given appropriate notice and an opportunity to remedy a remediable breach.

Following termination, customers may be provided with a reasonable opportunity to export available Customer Data, subject to:

• Account status;
• Technical capability;
• Security requirements;
• Outstanding contractual obligations; and
• Applicable law.

After applicable retention periods expire, Customer Data may be deleted or anonymised in accordance with BMS data-retention procedures and legal obligations.

Customers should export required information before their account is permanently closed.

Each party may receive confidential information belonging to the other party.

Confidential information should only be used for legitimate purposes connected with the BMS service and should not be disclosed to unauthorised third parties except where:

• Required to provide the service;
• Authorised by the relevant party;
• Required by law; or
• The information is already lawfully public.

Reasonable measures should be taken to protect confidential information.

BMS will take reasonable technical and organisational measures to protect BMS and information processed through the platform.

However, no internet-connected system can guarantee absolute security.

Customers must cooperate with reasonable security requirements and immediately report suspected account compromise or security incidents.

To the maximum extent permitted by applicable law, BMS is provided on an “as available” basis.

BMS does not warrant that:

• BMS will always operate without interruption;
• Every software defect will be eliminated;
• Every third-party integration will remain available;
• All customer-entered information will be accurate;
• BMS will satisfy every unique business requirement; or
• Internet or third-party infrastructure will always remain available.

Nothing in these Terms excludes warranties or rights that cannot lawfully be excluded.

To the maximum extent permitted by applicable law, BMS will not be liable for indirect, incidental, special or consequential losses arising from use of BMS, including loss of profits, revenue, business opportunity or anticipated savings, except where such limitation is prohibited by law.

Where liability cannot legally be excluded, liability will be determined according to applicable law and any specific commercial agreement between the parties.

Nothing in these Terms is intended to unlawfully exclude liability arising from gross negligence, wilful misconduct or other liability that cannot legally be excluded.

To the extent permitted by law, customers agree to indemnify BMS against third-party claims arising directly from:

• Unlawful use of BMS by the customer;
• Customer Data that infringes third-party rights;
• A customer’s material violation of applicable law; or
• A customer’s material breach of these Terms.

This provision does not apply to the extent that the claim was caused by BMS’s own unlawful conduct.

Neither party will be liable for delays or failures caused by events reasonably beyond its control.

Such events may include:

• Natural disasters;
• Fire;
• Flood;
• War;
• Civil unrest;
• Government action;
• Widespread telecommunications failure;
• Major cloud infrastructure failure;
• Electricity-grid disruption;
• Labour disruptions; or
• Other comparable circumstances beyond reasonable control.

The affected party should take reasonable steps to minimise the impact.

BMS may revise BMS subscription pricing from time to time.

Existing customers will receive reasonable notice of material pricing changes where required.

Pricing changes will generally apply from a future billing period rather than retrospectively.

Customers who do not accept a pricing change may cancel their subscription subject to the applicable cancellation terms.

BMS may update these Terms to reflect:

• Changes to BMS;
• New functionality;
• Legal requirements;
• Security requirements;
• Regulatory developments; or
• Changes to business operations.

The latest version will be published through the BMS website or platform.

Where changes are material, reasonable notice may be provided.

Continued use of BMS after revised Terms become effective may constitute acceptance where permitted by applicable law.

Nothing in these Terms is intended to exclude, limit or waive rights that cannot lawfully be excluded under applicable South African legislation, including the Consumer Protection Act where it applies.

If any provision conflicts with a mandatory provision of applicable law, the mandatory legal provision will prevail to the extent of the conflict.

These Terms are governed by the laws of the Republic of South Africa.

Any dispute relating to BMS or these Terms will be handled in accordance with applicable South African law and any agreed dispute-resolution procedure between the parties.

Where a dispute arises, the parties should first attempt to resolve the matter in good faith through direct communication.

Where a dispute cannot be resolved informally, the parties may pursue mediation, arbitration or appropriate legal proceedings depending on the applicable agreement and circumstances.

Nothing prevents either party from seeking urgent legal relief where necessary.

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue to apply.

The invalid provision should, where legally possible, be interpreted or adjusted to achieve its intended commercial purpose while remaining lawful.

These Terms, together with the applicable:

• Privacy Policy;
• Subscription plan;
• Quotation;
• Order form;
• Service Level Agreement;
• Data Processing Agreement; and
• Any other written agreement between the customer and BMS,

constitute the terms governing use of BMS.

Where a separately signed agreement expressly conflicts with these Terms, the signed agreement will take precedence to the extent stated in that agreement.

For questions concerning these Terms and Conditions, please contact:

Customers may also contact BMS through the official support channels available through the platform.

By creating a BMS account, purchasing a subscription or continuing to use BMS, the user confirms that they have read and understood these Terms and Conditions and agree to be bound by them.

Where an individual accepts these Terms on behalf of a company or organisation, that individual confirms that they have authority to do so.