Hambrockedugroup (Pty) Ltd, trading as Beetl, registration 2022/738383/07, business address 134 Nicolette Street, Pretoria 0184, South Africa, supplies the service to the business identified in the Order or checkout. The person signing for each party represents that they have authority to bind it. Individual users do not assume personal responsibility for the customer's fees merely by accepting user rules.

The Agreement comprises the signed Order, these Terms, the Data Processing Addendum (DPA), its schedules and the Service Policies in the stated versions. Mandatory transfer clauses prevail, followed by the DPA for personal-data matters, the Order for expressly identified commercial variations, these Terms, then the Service Policies. No sales conversation, roadmap or general website statement creates an additional warranty. A purchase order's administrative fields do not introduce additional terms without both parties' written agreement.

The service is offered for business purposes to adult users, not for personal consumer subscriptions, schoolchildren or regulated high-impact decision making. This scope does not exclude mandatory protections where a law applies despite a business designation.

Beetl provides hosted knowledge authoring, publication, search and enabled learning/assessment features described in the Order. AI, connectors, public Reader pages and learning integrations apply only when expressly enabled. Beta and pilot features must be identified before use. No feature is included solely because it exists in staging.

During the term, Beetl grants the customer a non-exclusive, non-transferable right to access the ordered service for its business and to authorise its personnel and agreed external users. Contractors may use it for the customer's purposes; the customer remains responsible for their compliance. No resale, service bureau use or sublicensing is permitted unless the Order allows it. Agreed public publication to readers is permitted.

The customer appoints administrators, manages invitations, permissions, public publication and account removal, and ensures its instructions are lawful. It must give affected workers/readers appropriate notices and obtain necessary permissions without relying on employee consent where inappropriate. Both parties promptly report suspected credential compromise. Customer responsibility for its users does not excuse Beetl's breach, negligent security or failure to enforce agreed access controls.

Only an accepted Order or expressly accepted compliant checkout creates payment obligations. Each must state the exact price, currency, taxes, limits, billing frequency, start/end dates and renewal/cancellation process. No live payment collection is authorised by this draft. For purchases processed through Paddle, Paddle is the merchant of record. The Paddle entity identified at checkout handles payment collection, applicable transaction taxes, receipts and refunds under its Buyer Terms and Refund Policy. These Beetl terms govern use of the service; the refund and cancellation policy explains how to request payment help. A separately negotiated Order must identify any different payment arrangement.

Proposed standard position: monthly subscriptions renew monthly unless either party gives notice before the next billing date; annual subscriptions renew annually only with at least 30 days' cancellation opportunity and a renewal reminder at least 45 days before renewal. Mandatory earlier notices apply. Cancellation must be available by the same online account channel used to subscribe, with email cancellation as a fallback. No notice is effective only after a support agent chooses to process it. Implementation is required before offering renewal.

Separately negotiated direct invoices are due within 30 days unless the Order says otherwise. That payment period does not apply to Paddle checkout or subscription renewals, which are charged as disclosed at checkout. Checkout or the Order states whether applicable taxes are included or added; each party bears its income taxes. Customers may dispute an invoice in good faith within 30 days of receipt and pay the undisputed portion. Beetl must investigate promptly. No automatic late fees are proposed. Beetl may change renewal pricing on at least 60 days' notice, effective only at the next renewal, allowing cancellation without penalty. No mid-term price increase applies without agreement.

For Paddle purchases, refund requests follow Paddle's Refund Policy and Beetl's refund and cancellation policy, subject to mandatory rights. A request window is not an automatic refund guarantee. For separately negotiated direct Orders, except for mandatory rights, Beetl breach or an express refund promise, fees for an elapsed service period are non-refundable. Future unearned prepaid fees are refunded on termination for Beetl's uncured material breach, unresolved IP claim or Beetl's convenience. Pilot access has no implied conversion into a paid plan and no retroactive fees. All these billing positions are proposals pending owner and counsel approval.

Beetl will provide the service with reasonable skill and care, materially in accordance with the agreed description. Support is through hello@beetl.net. Support hours are 09:00–19:00 SAST (UTC+2), every day. These hours do not guarantee a response or resolution within a fixed time. There is no contractual uptime percentage, response SLA, recovery time or service-credit scheme unless a verified schedule is signed. This does not remove the reasonable-care obligation.

Beetl may maintain and improve the service. It will give reasonable notice of planned material disruption where practicable and will not materially reduce contracted core functionality during a prepaid term without an equivalent replacement or a right to terminate the affected service and receive the unused prepaid fees. Security updates may take immediate effect. A beta is not suitable for sole reliance on critical business processes and must be labelled and separately accepted.

The customer and its licensors retain their content and records. They grant Beetl only the rights necessary to host, copy, process, transmit and display that content to provide, secure and support the instructed service and meet lawful obligations, subject to the DPA. Beetl may not sell customer content, use it for advertising, or train a general-purpose AI model on it without a separate lawful, explicit agreement. The licence ends on deletion, except restricted backup/legal copies under the approved retention schedule.

Beetl and its licensors retain the software, service designs and documentation. Customers may voluntarily suggest improvements; Beetl may use suggestions without identifying the customer or disclosing confidential information. Feedback containing personal data remains subject to privacy obligations.

For enabled AI, the customer authorises only the processing described in the DPA and approved provider schedule. AI output may be inaccurate, incomplete, biased or non-unique. The customer must review it before publication or consequential use. Beetl transfers to the customer any rights Beetl holds in customer-specific output, subject to third-party rights; it does not warrant copyright protection or exclusivity. AI is not legal, medical, financial or employment advice and must not make autonomous decisions about individuals with significant effects. Disclaimers do not excuse Beetl's own contractual duties.

Each party protects non-public business, technical and customer information disclosed in connection with the Agreement with reasonable care, uses it only for the Agreement, and limits disclosure to personnel/advisers/subcontractors who need it and are bound to suitable confidentiality obligations. Public information, independently developed information, lawful prior possession and lawful unrestricted third-party receipt are excluded when evidenced. Compelled disclosure is limited to what law requires with prior notice where lawful. On request or termination, return/delete confidential information subject to restricted legal and agreed backup retention. These duties continue for five years after termination and for trade secrets while legally protected; personal data remains protected for as long as retained.

The DPA governs customer personal data. The Privacy Notice explains Beetl's separate controller processing. Neither a privacy acknowledgement nor acceptance of these Terms supplies blanket consent for optional tracking, marketing, special-category processing or AI training. Beetl will not name a customer or use its logo for promotion without written permission.

Beetl may restrict only the necessary access/content to contain a material security risk, unlawful use or serious Agreement breach. It will give reasons and an opportunity to respond where lawful and practicable, restore access promptly when resolved, and preserve an appropriate export route unless unlawful or unsafe. For overdue undisputed fees, suspension requires at least 15 days' written warning after the due date. A good-faith invoice dispute alone is not grounds to suspend.

Either party may terminate for a material breach not cured within 30 days of written notice, or immediately where the breach cannot be remedied. Either may terminate where continued performance is unlawful. Insolvency termination is subject to mandatory insolvency law. Beetl cannot terminate an active paid term for convenience without at least 60 days' notice and refund of unused prepaid fees.

At termination, the customer may export during the proposed 30-day offboarding window. Read-only offboarding access may replace ordinary service; deletion is not automatically complete when a subscription ends. Confirmed deletion follows the DPA and approved retention schedule, with earlier action where law requires. The customer should export before requesting irreversible deletion. Accrued payment, confidentiality, IP ownership, liability and dispute provisions survive as appropriate. No content is held hostage for a disputed charge.

Each party warrants authority to contract and compliance with laws applicable to its own performance. The customer warrants the necessary rights and instructions for its content. Beetl warrants reasonable care and material conformity under section 4. Except as expressly stated or required by law, no uninterrupted/error-free service, fitness for every purpose or guaranteed learning/AI outcome is promised. Mandatory warranties and remedies are preserved.

Proposed reciprocal indemnities: Beetl defends third-party claims that the unmodified, authorised service infringes intellectual-property rights and pays finally awarded damages or approved settlements. Exclusions apply only to claims caused by customer content, unauthorised modifications/combinations or continued use after a reasonable non-infringing replacement is provided. Beetl may obtain rights, modify without material loss, replace, or terminate the affected service and refund unused prepaid fees if no reasonable solution exists.

The customer defends third-party claims caused by customer content infringing rights or customer instructions unlawfully processing personal data, excluding the extent caused by Beetl's breach. For either indemnity, the protected party promptly notifies the other (delay relieves duties only to the extent prejudicial), provides reasonable assistance at the defending party's expense, and permits defence control. No settlement admits fault, imposes non-monetary obligations or fails to release the protected party without its consent. These proposals are subject to the liability allocation below and counsel review.

Proposed allocation: each party's total aggregate liability arising from the Agreement is limited to the fees paid or payable for the service in the 12 months preceding the event giving rise to the claim. For a free/pilot engagement the proposed cap is US$1,000. For breach of confidentiality, data-protection/security obligations and the section 8 indemnities, the proposed aggregate cap is twice that general cap. These caps are not cumulative for the same loss.

Neither party is liable for indirect or consequential loss, loss of anticipated profit or lost business opportunity, subject to mandatory law. Reasonable direct investigation, notification, data restoration and mitigation costs arising from a party's breach are not excluded merely because they concern data loss. Payment for supplied services, fraud, wilful misconduct and liability that cannot lawfully be limited are outside the caps. Gross negligence and mandatory personal-injury/death liability are excluded from limitation to the extent required by applicable law. Counsel must approve enforceability and fairness for each target market and applicable South African business-protection thresholds. No clause limits data-subject rights or regulator powers; internal contractual allocation does not bind them.

Proposed governing law is South African law, with non-exclusive jurisdiction of the High Court of South Africa, Gauteng Division, subject to counsel confirming the appropriate division and mandatory local protections. No mandatory arbitration or class-action waiver is proposed. The parties first seek resolution through senior representatives for 30 days after notice, without preventing urgent protective relief, limitation-preserving action or complaints to authorities. Mandatory SCC governing law and jurisdiction remain separate.

Formal notices go to the legal contacts and physical addresses in the signed Order. Email is received on acknowledgement or the next business day absent a bounce or known delivery failure; urgent incidents also use the DPA route. Material contract amendments require agreement, except prospective policy changes on at least 30 days' notice that do not materially reduce rights during a term. Legally required urgent changes receive prompt notice and, if materially adverse, a termination/refund option. A new privacy notice is not itself a unilateral contract amendment.

Neither party assigns the Agreement without consent, not unreasonably withheld, except on a merger or sale of substantially all relevant business with notice and equivalent duties. Assignment does not bypass subprocessor/transfer rules. Neither party is liable for unavoidable events beyond reasonable control despite reasonable precautions; the affected party must mitigate and notify. This does not excuse accrued payments, confidentiality, security precautions or incident notification. If disruption exceeds 30 days, either may terminate the affected service and unused prepaid fees are refunded. Invalid provisions are severed only as lawful; no waiver arises from delay. Parties are independent contractors. Electronic counterparts/signatures may be used where lawful. No third-party rights arise except mandatory rights, applicable transfer-clause rights and expressly protected persons under the DPA.