BEYOND MASTER SOFTWARE TERMS

Draft prepared for attorney review. Drafted 09/09/2026 against South African law. Risk rating R3 on the house scale, which makes review by a qualified South African attorney required before the first external sale, not optional. The clauses worth looking hardest at are named at the end.

Version 1.1 · Effective 9 September 2026

What changed in 1.1. Clause 7 (support access) said Beyond's staff could see what one of your directors can see, including cost rates. That was not true of the product: opening a workspace from the operator console records the fact and grants no read of its contents. Clause 7 now says so, and separately discloses the infrastructure access that does exist. The correction narrows what Beyond claims it can see.

These Terms govern your use of any software product supplied by Beyond Imagination Consulting (Pty) Ltd (registration number 2023/885807/07), a private company duly registered and incorporated in accordance with the company laws of the Republic of South Africa, with its registered address at Waterford Court Office Park, 236 Glover Ave, Die Hoewes, Centurion, 0163, Gauteng ("Beyond", "we", "us", "our").

They apply to you, the business that subscribes ("the Customer", "you", "your"), and to everybody you give access to.

You accept these Terms by ticking the box presented when your workspace is first opened, and you cannot obtain access without doing so. The person who accepts warrants that they are authorised to bind the Customer. We record who accepted, when, from what address, and the exact version and content hash of each document accepted — see clause 18.

Each product you subscribe to has its own Product Schedule, which forms part of this agreement. Where a Schedule and these Terms conflict, the Schedule governs for that product.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this agreement, unless the context indicates otherwise:

1.1.1 "Business Day" means any day other than a Saturday, Sunday or official public holiday in the Republic of South Africa.

1.1.2 "Customer Data" means all data, content and Personal Information that you or your Users put into the Service, or that the Service generates from it — including time records, project and client records, rates, invoices and activity data.

1.1.3 "Personal Information" and "Operator" and "Responsible Party" bear the meanings given to them in POPIA.

1.1.4 "POPIA" means the Protection of Personal Information Act 4 of 2013, as amended.

1.1.5 "Seat" means one active User in a workspace. What counts as active is defined in the Product Schedule.

1.1.6 "Service" means the Beyond software product or products you subscribe to, as described in the applicable Product Schedule.

1.1.7 "Signature Date" means the date on which you accept these Terms in the manner described above.

1.1.8 "Trial Period" means the period stated in the Product Schedule during which the Service is provided free of charge.

1.1.9 "User" means any person you permit to access the Service, whether an employee, contractor or otherwise.

1.1.10 "VAT" means value-added tax imposed under the Value-Added Tax Act 89 of 1991.

1.1.11 "Workspace" means the isolated environment in which your Customer Data is held.

1.2 Interpretation

1.2.1 Headings are for convenience only and do not affect interpretation.

1.2.2 The singular includes the plural and vice versa; one gender includes the others.

1.2.3 A reference to a statute is to that statute as amended, consolidated or replaced.

1.2.4 "Includes" and "including" are without limitation, and the eiusdem generis rule does not apply.

1.2.5 Where a number of days is prescribed, it is reckoned exclusively of the first and inclusively of the last day, and if the last day is not a Business Day it rolls to the next Business Day.

1.2.6 No provision is construed against Beyond merely because Beyond prepared it. These Terms are presented on a take-it-or-leave-it basis and we accept that consequence.

2. WHAT WE PROVIDE

2.1 We grant you a non-exclusive, non-transferable, non-sublicensable right to use the Service for your own internal business purposes for as long as this agreement lasts.

2.2 The Service is provided as a hosted service. You are not buying software, and nothing here transfers ownership of any software to you.

2.3 We may change, improve and add to the Service. We will not materially reduce its core functionality during a paid period without giving you at least 30 (thirty) days' written notice, and if we do, you may cancel under clause 12.4 and receive a pro-rata refund of anything paid in advance for the period after cancellation.

2.4 Where a Product Schedule says a feature is limited to a particular plan, that limit is enforced by the Service and is part of what you are paying for.

3. YOUR ACCOUNT AND YOUR USERS

3.1 You are responsible for everything done under your Workspace, including by your Users.

3.2 You must ensure every User keeps their credentials confidential and does not share them. Each person needs their own account; accounts must not be shared between people.

3.3 You must tell us without delay if you believe a credential has been compromised.

3.4 You are responsible for having a lawful basis for putting your Users' Personal Information into the Service, and for telling them about it. Where the Service records employee activity, we supply a monitoring notice for you to issue to your own staff, and the Product Schedule says so plainly. Issuing it is your obligation, not ours, because they are your employees and you are the Responsible Party.

3.5 You must not permit access by anyone who is not a User, and you must remove Users who no longer need access.

4. FEES, PAYMENT AND VAT

4.1 Fees are as set out in the applicable Product Schedule, charged per Seat per month unless that Schedule says otherwise, in South African Rand.

4.2 Beyond Imagination Consulting (Pty) Ltd is not registered as a VAT vendor. No VAT is charged on any amount payable under this agreement, and no amount charged includes a VAT component.

4.3 If Beyond becomes registered for VAT, we will give you at least 30 (thirty) days' written notice before VAT is first charged, after which VAT at the prevailing statutory rate becomes payable in addition to the fees, and our invoices will be issued as tax invoices carrying our VAT registration number.

4.4 Fees are invoiced monthly in advance and are payable within 7 (seven) calendar days of the invoice date, by electronic funds transfer.

4.5 A Seat added during a month is charged pro rata from the day it was added. A Seat removed during a month is not refunded for that month and stops being charged from the next billing cycle.

4.6 We may increase fees on 60 (sixty) days' written notice, effective no earlier than the next billing cycle. If you do not accept an increase you may cancel under clause 12.4 before it takes effect, without penalty.

4.7 Amounts overdue by more than 7 (seven) calendar days bear interest at the maximum rate permitted by the National Credit Act 34 of 2005, calculated daily from the due date until payment.

4.8 You must raise any query on an invoice within 7 (seven) Business Days of its date. Undisputed amounts remain payable while a disputed amount is being resolved.

5. TRIAL

5.1 Each Product Schedule states whether a Trial Period applies and how long it runs.

5.2 During the Trial Period the Service is provided free of charge and without any warranty whatsoever, and clause 10.2 applies in full.

5.3 If you have not put payment arrangements in place by the end of the Trial Period, your Workspace is suspended, not deleted, and clause 11 applies. Your data remains available to read and export.

6. YOUR DATA

6.1 Customer Data is yours. As between you and us, you own it and every right in it. We claim no ownership.

6.2 We process Customer Data only to provide the Service, to support you, and as this agreement otherwise permits.

6.3 We do not sell Customer Data, and we do not use it to train any machine-learning model.

6.4 You may export your Customer Data at any time, in a machine-readable format, using the export functions in the Service. That right survives suspension and continues through the retention period in clause 12.6.

6.5 Where the Service holds Personal Information about your Users, you are the Responsible Party and we are the Operator, and our processing of it is governed by the Beyond Operator Agreement, which forms part of this agreement and which you accept at the same time as these Terms.

7. SUPPORT ACCESS BY BEYOND STAFF

7.1 The Service gives Beyond's staff no ability to read the contents of your Workspace. A member of our staff may open your Workspace in our operator console in order to help you, and doing so records the fact — but it grants them no sight of your time entries, your cost rates or any other figure held in it. There is no impersonation feature and no "view as a director" mode.

7.2 What Beyond's staff can see through that console is limited to the administrative facts about your account: its name, its plan and status, when it was created, and the requests you have made of us.

7.3 Separately from the Service, Beyond administers the servers and databases on which it runs. Staff holding that infrastructure access could in principle reach stored data, as is true of anybody who operates a hosted system. We say so rather than leave it unsaid.

7.4 Accordingly, and as a term of this agreement rather than a matter of practice:

7.4.1 every occasion on which a member of Beyond's staff opens your Workspace is recorded in your own audit trail, in your Workspace, where you can read it, naming the individual, the time, and the fact that it was Beyond support rather than one of your own people;

7.4.2 access of any kind is limited to what is needed to provide support, to operate the Service, or to comply with the law; and

7.4.3 Beyond staff are bound by written confidentiality obligations that survive their employment.

7.5 We consider this the minimum honest position. If we later add a support feature that can read the contents of your Workspace, that is a change to this clause — and a change to this clause is a new version of these Terms, which you will be asked to accept under clause 18.

8. INTELLECTUAL PROPERTY

8.1 The Service, and all intellectual property in it, is and remains the sole property of Beyond Imagination Consulting (Pty) Ltd. That includes the software, its design, its documentation and its trade marks. Nothing in this agreement transfers any of it to you.

8.2 You may not, and may not permit anybody else to: copy, modify, translate, reverse engineer, decompile or disassemble the Service; attempt to derive its source code; remove or obscure any proprietary notice; or create a derivative or competing product from it — except to the extent that any of these cannot lawfully be prohibited.

8.3 If you give us feedback or suggestions, we may use them without obligation to you and without that giving you any right in the Service.

8.4 We may name you as a customer and use your name and logo for that purpose. You may withdraw that permission at any time by writing to us, and we will stop within 30 (thirty) days.

9. YOUR OBLIGATIONS AND ACCEPTABLE USE

9.1 You must use the Service lawfully, and in accordance with the Beyond Acceptable Use Policy, which forms part of this agreement.

9.2 You must not use the Service to store or transmit anything unlawful, infringing or malicious; attempt to gain unauthorised access to any part of our systems or another customer's Workspace; interfere with the integrity or performance of the Service; or use it to build a competing product.

9.3 A material breach of clause 9.2 entitles us to suspend under clause 11 immediately and without notice, because the harm is to other customers as well as to us.

10. WARRANTIES AND DISCLAIMERS

10.1 We warrant that we will provide the Service with reasonable skill and care, in a manner consistent with the standard of a competent provider of comparable services.

10.2 Except as stated in clause 10.1, and to the fullest extent permitted by law, the Service is provided "as is". We do not warrant that it will be uninterrupted or error-free, or that it will meet requirements we have not agreed in writing.

10.3 The Service is a record-keeping and reporting tool. It is not accounting, tax, legal or financial advice, and the figures it produces are only as good as the data put into it. You remain responsible for your own accounting, tax and statutory obligations, and for checking any figure before you rely on it or send it to a third party.

10.4 Nothing in this agreement limits any right you have under the Consumer Protection Act 68 of 2008 where it applies to you.

11. SUSPENSION

11.1 We may suspend your Workspace if an amount is overdue by more than 14 (fourteen) calendar days; if you materially breach clause 9; or if we are required to do so by law.

11.2 Suspension is read-only. It is never a lock-out. For as long as your Workspace exists, you and your Users can still sign in, read every record, and export everything, including your invoices and reports. Those are your own financial records and we do not hold them hostage.

11.3 Except where clause 9.3 applies, we will give you 7 (seven) calendar days' written notice before suspending, so that you can put it right.

11.4 We lift the suspension when the cause is resolved.

12. TERM, TERMINATION AND WHAT HAPPENS TO YOUR DATA

12.1 This agreement begins on the Signature Date and continues month to month until terminated.

12.2 You may terminate at any time, on 30 (thirty) days' written notice, effective at the end of the notice period. You are not locked into a minimum term unless a Product Schedule says so and you have agreed to it separately.

12.3 We may terminate on 60 (sixty) days' written notice if we discontinue the Service, in which case we refund any amount paid in advance for the period after termination.

12.4 Either party may terminate immediately, by written notice, if the other:

12.4.1 commits a material breach and fails to remedy it within 14 (fourteen) Business Days of written notice requiring it to do so;

12.4.2 fails to pay an amount that has been overdue for more than 30 (thirty) calendar days; or

12.4.3 is placed under liquidation, business rescue or an equivalent process, whether provisional or final.

12.5 Termination does not affect any right or obligation that arose before it, and amounts already due remain payable.

12.6 Your data after termination. We keep your Customer Data for 90 (ninety) calendar days after termination, during which you may still export it on request. After that we delete it, and the Operator Agreement governs how. We keep it for that period deliberately: an account closed on a Friday is quite often wanted back on the Monday.

12.7 We may keep records we are required by law to keep, and anonymised aggregate statistics that identify nobody, after deletion.

13. LIABILITY

This clause limits our liability to you. Please read it carefully. It is set out in bold because clause 13.3 excludes certain liability entirely and clause 13.2 caps the rest.

13.1 Nothing in this agreement excludes or limits liability that cannot lawfully be excluded or limited — including liability for death or personal injury, for gross negligence, for intentional misconduct, or for fraud.

13.2 Subject to clause 13.1, our total aggregate liability to you for all claims arising out of or in connection with this agreement, whether in contract, delict or otherwise, is limited to the total fees actually paid by you to us in the 3 (three) months immediately preceding the event giving rise to the claim.

13.3 Subject to clause 13.1, neither party is liable to the other for any indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity or loss of goodwill, whether or not it was foreseeable.

13.4 Clause 13.3 does not exclude your liability to pay the fees.

13.5 Loss of data is the case worth naming. We take backups and we test that they restore. We are not liable for loss of Customer Data to the extent that it arises from data you deleted, from credentials you failed to keep secure, or from your failure to keep your own export. You should keep your own exports of anything you cannot afford to lose.

13.6 You indemnify us against any claim by a third party — including one of your Users or your own customers — arising from Customer Data you put into the Service or from your use of the Service in breach of this agreement, except to the extent that the claim arises from our own breach.

14. CONFIDENTIALITY

14.1 Each party may receive information from the other that is confidential. Each must keep the other's confidential information confidential, use it only for this agreement, and disclose it only to those who need it and are bound to equivalent obligations.

14.2 This does not apply to information that is public through no breach, was already lawfully held, is independently developed, or must be disclosed by law or court order — and in the last case the disclosing party must, where lawful, tell the other first.

14.3 These obligations continue for 3 (three) years after this agreement ends, and indefinitely for Personal Information and for anything that is a trade secret.

15. BREACH AND CANCELLATION

15.1 Should either party commit a breach of any material term and fail to remedy it within 14 (fourteen) Business Days of written notice requiring it to do so, the aggrieved party is entitled, without prejudice to any other right in law, to cancel this agreement by written notice or to claim specific performance, in either case together with a claim for damages.

15.2 Either party may cancel immediately, without the notice in clause 15.1, where the other is placed under liquidation or business rescue, whether provisional or final, or commits an act of insolvency.

16. DISPUTE RESOLUTION

16.1 The parties must first attempt in good faith to resolve any dispute by negotiation between senior representatives, within 10 (ten) Business Days of written notice of the dispute.

16.2 Failing that, the dispute must be referred to mediation administered by the Arbitration Foundation of Southern Africa ("AFSA") under its rules.

16.3 Failing resolution within 20 (twenty) Business Days of the mediator's appointment, the dispute is finally resolved by arbitration administered by AFSA under its expedited rules, by one arbitrator, seated in Pretoria, conducted in English. The award is final and binding and may be made an order of any court of competent jurisdiction.

16.4 Nothing in this clause prevents either party from approaching a court for urgent interim relief, or us from instituting proceedings for the recovery of an undisputed amount owing.

17. NOTICES AND DOMICILIUM

17.1 Each party chooses the following as its domicilium citandi et executandi for the service of all notices and legal process:

Beyond: Waterford Court Office Park, 236 Glover Ave, Die Hoewes, Centurion, 0163, Gauteng. Email: Info@beyondic.co.za, marked for the attention of the Information Officer.

The Customer: the physical address recorded in your Workspace's business details, and the email address of the person who accepted these Terms.

17.2 A notice is deemed received: if delivered by hand, on the day of delivery; if sent by prepaid registered post, on the 5th (fifth) Business Day after posting; and if sent by email, on the next Business Day after sending, unless the sender receives a delivery-failure notification.

17.3 A party may change its domicilium to another physical address in the Republic of South Africa by written notice, effective on receipt.

17.4 Keeping your business details current in the Service is how you keep your *domicilium* current. If those details are wrong, notices sent to them are still validly given.

18. CHANGES TO THESE TERMS

18.1 These Terms may be varied only by a new published version which you accept. We do not reserve a right to change your agreement by posting something you never see.

18.2 When we publish a new version, we will give you notice and ask you to accept it. Each version carries a version number and a content hash, and the Service records which version you accepted, when, by whom and from what address — so what you agreed to can always be produced exactly.

18.3 If you do not accept a new version, your existing version continues until the end of your current billing cycle, after which either party may terminate under clause 12.

18.4 Clause 18.1 may itself be varied only in the same way.

19. GENERAL

19.1 Whole agreement. These Terms, together with the applicable Product Schedules, the Operator Agreement and the Acceptable Use Policy, are the whole agreement between the parties on this subject matter and supersede all prior negotiations, representations and agreements, whether written or oral. Neither party relies on anything not recorded in them.

19.2 Non-waiver. No indulgence, latitude or extension of time granted by either party is a waiver, a novation, or a precedent for any further indulgence, nor does it preclude the future exercise of any right.

19.3 Cession and assignment. Neither party may cede, assign, delegate or encumber any right or obligation without the other's prior written consent, which may not be unreasonably withheld — except that either party may assign to a successor in title of substantially the whole of its business on written notice.

19.4 Costs. Should a party instruct attorneys to enforce any right under this agreement, the unsuccessful party shall pay the successful party's legal costs on the attorney-and-own-client scale, including counsel's fees, collection commission and tracing charges.

19.5 Certificate of indebtedness. A certificate signed by a director of Beyond, whose authority need not be proved, as to the amount owing by you and the date on which it became due, is prima facie proof of that amount for the purposes of provisional sentence, summary judgment and pleading a liquidated claim — unless you dispute it in writing within 10 (ten) Business Days of receiving it.

19.6 Severability. Each clause is severable. If any clause is found invalid, unlawful or unenforceable, it is severed and the rest continues in force.

19.7 Force majeure. Neither party is liable for a failure to perform caused by an event beyond its reasonable control, including act of God, epidemic or pandemic, war or civil unrest, strike, government or regulatory action, and load-shedding or failure of power or telecommunications beyond reasonable contingency. The affected party must notify the other within 5 (five) Business Days and must mitigate. If the event persists beyond 30 (thirty) days, either party may cancel on written notice. Obligations to pay money already due are not excused.

19.8 Independent parties. Nothing creates a partnership, joint venture, employment relationship or agency between the parties.

19.9 Governing law and jurisdiction. This agreement is governed by the law of the Republic of South Africa. Subject to clause 16, the parties consent in terms of section 45 of the Magistrates' Courts Act 32 of 1944 to the jurisdiction of the Magistrate's Court having jurisdiction over the defendant, notwithstanding that a claim may exceed that court's jurisdiction; and the aggrieved party may instead proceed in the Gauteng Division of the High Court of South Africa.

19.10 Electronic acceptance. You accept these Terms electronically. That acceptance is valid and binding under the Electronic Communications and Transactions Act 25 of 2002, and neither party will dispute the validity of this agreement on the ground that it was concluded electronically.

20. HOW TO REACH US

Beyond Imagination Consulting (Pty) Ltd Waterford Court Office Park, 236 Glover Ave, Die Hoewes, Centurion, 0163, Gauteng Info@beyondic.co.za · +27 12 111 9164

For anything about personal information, write to the Information Officer, Antonie Holtzhausen, at the same address.

For the attorney reviewing this

The clauses most worth your attention, and why:

1. Clause 4.2–4.3, VAT. Beyond is currently not a registered VAT vendor. The terms are drafted on that basis and carry a mechanism for registration later. Please confirm the wording of 4.3 is sufficient to bring VAT into charge without a fresh acceptance, and that nothing here reads as a representation that VAT is included.

1. Clause 13.2, the liability cap. Three months of fees follows Beyond's published agency terms. For a monthly per-seat subscription that is a very low cap, and a customer's counsel may push for twelve. Flagged as a commercial decision rather than a drafting one.

1. Clause 7, support access. Rewritten at v1.1. Version 1.0 said Beyond's staff could read a customer's cost rates. They cannot — entering a workspace records the fact and grants no read of its contents, which is asserted by a test rather than by this note. The clause now says that, and separately discloses that Beyond administers the infrastructure, which is the access that does exist. Please confirm the infrastructure disclosure in 7.3 is adequate for POPIA and that 7.4.2 is not narrower than what operating the Service actually requires.

1. Clause 18, variation. A click-through cannot rely on an ordinary Shifren clause, and reserving a unilateral right to amend is the usual — and weak — alternative. This instead makes variation a new version the customer accepts, recorded with a content hash. Please confirm that satisfies the entrenchment requirement and that 18.3 is workable.

1. CPA application. A small-business customer may be a consumer under the Consumer Protection Act. Clauses 10, 11 and 13 are drafted in plain language with the risk terms conspicuous, and 13.1 carves out what cannot be excluded. Please confirm sufficiency under s48, s49 and s51.

1. Clause 12.6, the 90-day retention. It matches what the software actually does. Please confirm it sits correctly with POPIA s14 and with the Operator Agreement's deletion obligation.

master-terms · v1.1 · sha256 16795c21dec10f7e9f36994a72a9df6848ce606af6f8a9d48db42a7f3b7f1288