Terms of Service.

Section 1

Definitions

In these Terms:

• "XEQT" means XEQT (PTY) LTD, a company registered in South Africa, operating from Cape Town, Western Cape.
• "Client" means the person or legal entity that engages XEQT for services.
• "Services" means the automation consulting, systems integration, workflow design, software development, dashboard development, and retainer services provided by XEQT.
• "Deliverables" means any code, documentation, configurations, workflows, integrations, or other outputs produced by XEQT under a specific engagement.
• "Engagement" means a specific project, retainer, or service arrangement confirmed between XEQT and the Client.
• "Scope" means the agreed description of services and deliverables for an Engagement, as set out in a written quote or proposal.

Section 2

Services and Scope

XEQT provides workflow automation consulting, systems integration, AI implementation, operations dashboard development, and ongoing optimisation retainers to South African businesses.

Scope definition

All Engagements are governed by a written Scope document, which XEQT provides prior to commencing work. No work outside the agreed Scope will be undertaken without a written change request signed by both parties.

Scope changes

Either party may request changes to Scope in writing. XEQT will assess the impact on timeline and cost and provide a revised quote within 5 business days. Work on the change proceeds only upon written approval from the Client.

Estimates and timelines

Timeline estimates are provided in good faith based on information available at the time. XEQT will communicate material deviations from agreed timelines as soon as reasonably practicable. Delays caused by late provision of Client materials, access, or approvals are excluded from XEQT's timeline obligations.

Section 3

Quotes, Invoicing and Payment

Quotes

Quotes are valid for 30 days from the date of issue. Acceptance of a quote constitutes the Client's agreement to these Terms in their entirety.

Payment structure

• Project engagements: 50% deposit required before work commences; 50% due on completion and delivery of final deliverables.
• Retainer engagements: Invoiced monthly in advance. Payment due within 7 days of invoice date.
• Audit engagements: Paid in full before the audit commences.

Late payment

Invoices unpaid after 14 days from due date accrue interest at 2% per month on the outstanding amount. XEQT reserves the right to suspend services on accounts more than 21 days overdue.

Currency and tax

All amounts are quoted and invoiced in South African Rand (ZAR) unless otherwise agreed in writing. VAT will be added where applicable in accordance with the Value-Added Tax Act.

Section 4

Ownership and Intellectual Property

Client ownership of deliverables

Upon receipt of full payment for an Engagement, XEQT assigns to the Client full ownership of all custom code, configurations, and workflows created specifically for that Client under that Engagement. The Client owns their data and their systems.

XEQT retained rights

XEQT retains ownership of:

• Proprietary frameworks, templates, and methodologies used in the delivery of services
• Any pre-existing intellectual property incorporated into deliverables (provided it does not prevent the Client from using the deliverables as intended)
• The right to describe the nature of the engagement (but not confidential details) as part of XEQT's portfolio, unless the Client requests otherwise in writing

Third-party tools

Deliverables may incorporate third-party tools and platforms (n8n, Supabase, Cloudflare, Claude API, etc.). The Client's use of these tools is governed by each provider's own terms of service. XEQT is not responsible for changes to third-party platforms that affect deliverables post-delivery.

Section 5

Confidentiality

Both parties agree to keep confidential all non-public information received from the other party in connection with an Engagement, including but not limited to business processes, financial data, technical systems, client lists, and pricing.

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was already known to the receiving party at the time of disclosure
• Is independently developed by the receiving party without use of confidential information
• Is required to be disclosed by law or court order (with reasonable notice given to the other party where permitted)

Confidentiality obligations survive termination of any Engagement for a period of 3 years.

Section 6

Client Obligations

To enable XEQT to deliver services effectively, the Client agrees to:

• Provide accurate and complete information about current systems, processes, and requirements
• Grant timely access to the systems, credentials, and platforms required for the Engagement
• Designate a primary point of contact with authority to approve decisions and deliverables
• Review and provide feedback on deliverables within 5 business days of submission, unless otherwise agreed
• Ensure any third-party system credentials provided to XEQT are properly authorised and do not violate those systems' own terms of service
• Maintain appropriate backups of existing systems before any integration or automation work is deployed

Section 7

Warranties and Limitation of Liability

XEQT's warranty

XEQT warrants that services will be performed with reasonable skill and care, and that deliverables will materially conform to the agreed Scope at the time of delivery. XEQT will correct material defects identified within 30 days of delivery at no additional cost.

No warranty of uninterrupted service

XEQT does not warrant that any automation or integration will operate without interruption. Third-party platform changes, API modifications, or infrastructure failures outside XEQT's control may affect deliverables. XEQT will use reasonable efforts to address such issues under an active retainer engagement.

Limitation of liability

To the maximum extent permitted by applicable law, XEQT's total liability to the Client for any claim arising from or in connection with any Engagement shall not exceed the total fees paid by the Client to XEQT under that specific Engagement in the 3 months preceding the claim.

XEQT shall not be liable for indirect, incidental, consequential, or punitive damages, including loss of profits, data, or business opportunity, even if advised of the possibility of such damages.

Section 8

Termination

Termination by either party

Either party may terminate an Engagement by giving 30 days' written notice. The Client remains liable for all work completed and in progress up to the termination date.

Termination for cause

Either party may terminate immediately on written notice if the other party:

• Materially breaches these Terms and fails to remedy the breach within 14 days of written notice
• Becomes insolvent, enters business rescue, or ceases to trade

Effect of termination

On termination, XEQT will provide the Client with all deliverables completed to date, and the Client will pay for all work completed. Sections on Confidentiality, Ownership, and Limitation of Liability survive termination.

Section 9

Retainer Engagements (Evolve)

XEQT's monthly Evolve retainer provides ongoing optimisation, maintenance, and development of automation systems. Specific terms for retainer engagements:

• Minimum term: 3 months from commencement
• Notice period: 30 days' written notice to terminate after the minimum term
• Unused hours: Retainer hours do not roll over to subsequent months unless agreed in writing
• Scope of retainer: Retainer hours apply to agreed activities only. Significant new projects require a separate quote and Scope
• Rate adjustments: XEQT may adjust retainer rates on 60 days' written notice. The Client may terminate without penalty within that 60-day period if the adjusted rate is unacceptable

Section 10

Disputes

Both parties agree to attempt to resolve any dispute in good faith through direct negotiation before pursuing formal remedies. If a dispute cannot be resolved within 30 days of written notice, either party may refer the matter to mediation through the Arbitration Foundation of Southern Africa (AFSA) before commencing litigation.

These Terms are governed by the laws of the Republic of South Africa. The Western Cape High Court (Cape Town) shall have exclusive jurisdiction over any dispute that proceeds to litigation.

Section 11

General Provisions

• Entire agreement: These Terms, together with the applicable Scope document, constitute the entire agreement between the parties and supersede all prior negotiations and understandings.
• Amendments: No amendment to these Terms is valid unless made in writing and signed by both parties.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions continue in full force.
• No waiver: Failure by either party to enforce any right under these Terms does not constitute a waiver of that right.
• Subcontracting: XEQT may subcontract parts of an Engagement to trusted partners without prior consent, provided XEQT remains responsible for the quality of all deliverables.
• Force majeure: Neither party is liable for failure to perform due to circumstances beyond their reasonable control, including load shedding, natural disasters, pandemics, or infrastructure failures.

Section 12

Acceptance

By accepting a quote, signing a contract, making a payment, or instructing XEQT to commence work, the Client confirms they have read, understood, and agree to be bound by these Terms of Service.

Questions about these Terms may be directed to: erik@xeqt.co.za