Terms and Conditions

Standard Terms & Conditions

Tensology (Pty) Ltd

These terms cover tensology.com, xtract.tensology.com, and systems.tensology.com, and, once a proposal is accepted or the first payment is made, the services of Tensology (Pty) Ltd (Registration No. 2025/497216/07). Xtract and Systems are Tensology products. They use this same position on licence, payment, liability, and personal information. For a Commerce Launch engagement they are read with the quotation, the licence schedule, and any selected SLA. The quotation sets the price, dates, and scope for that engagement. Nothing here excludes a right, remedy, warranty, or liability that South African law does not allow to be excluded, including under the Consumer Protection Act 68 of 2008 where it applies.

Contact Details:

• Email: support@tensology.com
• Phone: +27 63 410 3646
• Address: Unit D9 Westlake Square, Westlake Drive, Westlake, Cape Town, 7945, South Africa

WEBSITE USE

W.1. By using the website you agree to these website terms. If you do not agree, do not use the site. Account features require accurate registration details. You must keep login credentials confidential and tell us if you believe an account has been used without authority.

W.2. Tensology grants a limited, revocable, non-exclusive licence to access the website for information and for services Tensology offers you. You may not copy the site to build a competing service, interfere with its security, attempt unauthorised access, or misuse another person's information. Tensology may change, suspend, or withdraw website features.

W.3. The website and its content remain Tensology's or its licensors', except for your own submissions. Feedback you choose to send may be used to improve the services. Do not send feedback you consider confidential.

W.4. Website use is also governed by the Privacy and POPIA Notice and the Cookie Policy. Those notices control if they conflict with these terms on personal information. Third-party sites and tools linked from the website are governed by their own terms.

W.5. The website is provided with reasonable care and as available. Tensology does not warrant that it will be uninterrupted or error-free. For website use that is not a paid engagement, liability is limited to direct loss that the law requires Tensology to bear. Paid work is governed by the engagement terms below and the applicable quotation.

1. GENERAL

1.1. Any quotation or proposal issued by Tensology shall remain valid for 30 (thirty) days from date of issue, after which it may be subject to revision due to changes in market conditions, technology requirements, or scope adjustments.

1.2. Tensology's services will only commence upon:

• Payment of the first deposit or initial agreed fee as per the proposal; and
• Receipt of any required documentation, access credentials, approvals, or instructions relevant to the engagement.

1.3. Tensology reserves the right to request a deposit of up to 50% of the quoted fees prior to commencement of services.

2. SERVICES

2.1. Tensology undertakes to provide professional technology consultancy and services in good faith, with due care and diligence, in areas including but not limited to:

• Software Development & Engineering
• Technology Consulting & Strategy
• System Integration & Implementation
• Technical Support & Maintenance
• Digital Transformation Services
• Custom Solutions Development

2.2. Client Acknowledgement and Responsibility:

• The Client acknowledges that Tensology aims to identify and propose solutions that are suitable for the Client's technical and business needs.
• It is the sole responsibility of the Client to evaluate the suitability of any technology solution, software implementation, or digital transformation strategy.
• Any decision made by the Client is undertaken at the Client's own risk. Tensology's liability for the engagement is set out in section 5.
• The Client understands that technology projects carry inherent risks, and while Tensology will use its best efforts to advise and mitigate risk, Tensology cannot guarantee specific business outcomes or return on investment.

2.3. Tensology may subcontract certain specialized tasks to vetted professionals (e.g., specialized developers, designers, or technical experts), provided that overall coordination remains with Tensology unless otherwise instructed by the Client.

3. FEES, EXPENSES & PAYMENT

3.1. Payment Terms:

• Payment shall be made upon presentation of invoice, without deduction or set-off, unless the quotation states a different schedule.
• Invoices are payable in the currency stated on the quotation. If none is stated, the currency is South African Rand.
• Overdue amounts accrue mora interest at the prescribed rate under the Prescribed Rate of Interest Act 55 of 1975.

3.2. Disbursements:
The Client shall reimburse Tensology for reasonable out-of-pocket expenses incurred on its behalf, including but not limited to:

• Third-party software licenses, API costs, and cloud infrastructure fees;
• Specialist consultant fees and professional services;
• Travel and accommodation costs (when required);
• Any other costs incurred with prior Client approval.

3.3. Tensology reserves the right to suspend work and/or withhold deliverables until all outstanding payments have been settled.

3.4. Deposits & Retainers:

• A deposit is applied to the agreed fees. If the client cancels, Tensology may retain the portion reasonably required for work performed, reserved capacity, and non-cancellable costs, and will account for any balance.
• Clients on a retainer may request timesheets or records specifying how the retainer is spent.

4. PERFORMANCE & DELIVERABLES

4.1. Tensology shall have discharged its obligations upon delivery of the agreed services and deliverables, which may include software applications, technical documentation, system implementations, consulting reports, or other agreed outputs as stipulated in the engagement.

4.2. The Client acknowledges that ultimate responsibility for decisions relating to technology adoption, implementation strategies, and business operations rests with the Client.

4.3. Any changes to project scope, timeline, or deliverables must be agreed in writing and may result in revised fees and timelines.

4.4. Where a quotation sets a review period, the client should report material non-conformities in writing within that period, with enough detail to reproduce the issue. The work may be treated as accepted when the client approves it, uses it in production, or the review period ends without a material written rejection. Acceptance does not replace a workmanship warranty stated in the quotation.

5. INDEMNITY & LIABILITY

5.1. Tensology shall not be liable for any loss, damage, or delay resulting from factors beyond its control, including third-party service outages, regulatory changes, force majeure events, or client-side delays in providing required information or access.

5.2. Tensology shall not be liable for indirect or consequential loss, or for lost profit, revenue, goodwill, or opportunity, except where the law does not allow that exclusion.

5.3. Tensology's aggregate liability arising from an engagement is limited to the fees paid for that engagement during the six months before the event giving rise to the claim.

5.4. The limits in this section do not apply to fraud, wilful misconduct, or liability that cannot lawfully be limited. The Client will indemnify Tensology against third-party claims caused by the Client's unlawful content or instructions, the Client's failure to have rights in material or data it supplies, or misuse of a delivered system by the Client or its users. This indemnity does not require the Client to cover Tensology's own negligence, fraud, or wilful misconduct.

6. INTELLECTUAL PROPERTY

6.1. Tensology retains its pre-existing and reusable software, architecture, modules, methods, and know-how. For a Commerce Launch engagement, after full payment the Client receives a perpetual, non-exclusive, site-specific operating licence and a copy of the delivered installation. Receiving the copy does not assign the platform or allow resale, sublicensing, or competing redistribution. The licence schedule in the Commerce Launch pack states the same position.

6.2. The Client keeps its name, brand, content, product information, and business data. Client-specific original material created and paid for under the quotation belongs to the Client. An assignment of Tensology's underlying platform, or a right to resell it, exists only when a signed document expressly grants it.

6.3. Open-source packages and third-party services remain subject to their own licence terms. Tensology will not include live secrets or material it may not lawfully redistribute in a source handover.

6.4. Tensology will not publish a case study, testimonial, or the Client's logo without the Client's prior written approval.

6.5. On Xtract, the Client keeps its documents, extracted records, and brand. Tensology keeps the Xtract platform, extraction methods, templates, and reusable software. Access to Xtract does not transfer that platform. Systems work follows these same engagement terms.

7. CONFIDENTIALITY & DATA PROTECTION

7.1. Both parties undertake to maintain confidentiality regarding proprietary and client-sensitive information, except where disclosure is required by law or regulatory authority.

7.2. Tensology will process personal information in accordance with the Protection of Personal Information Act 4 of 2013 (POPIA), our Privacy and POPIA Notice, and any written data-processing terms agreed for the engagement.

7.3. The Client is responsible for ensuring they have appropriate rights and permissions for any data provided to Tensology for processing or integration.

7.4. Where Tensology processes personal information as an operator for the Client under the Protection of Personal Information Act, Tensology will process it only on the Client's documented instructions, keep it confidential, apply reasonable security safeguards, notify the Client as soon as reasonably possible after becoming aware of reasonable grounds to suspect unauthorised access, and return or delete it at the end of the engagement unless the law requires retention.

7.5. The Client remains responsible for its instructions, notices, lawful justification, data subject requests, retention decisions, and any prior authorisation required for information for which it is the responsible party. Each party will reasonably cooperate on security incidents and data subject or regulatory requests.

7.6. Tensology may use approved sub-operators and cross-border service providers where necessary for the services, subject to POPIA and appropriate contractual or legal safeguards. More specific signed data-processing terms take precedence over this clause.

8. WARRANTIES & SUPPORT

8.1. Tensology warrants that services will be performed with reasonable skill and care in accordance with industry standards.

8.2. Any warranty or support periods for delivered solutions will be specified in the proposal or engagement agreement.

8.3. Tensology does not warrant that software will be error-free or uninterrupted, but will use reasonable efforts to correct material defects reported during any agreed warranty period.

9. BREACH & TERMINATION

9.1. In the event of non-payment, insolvency, or any material breach by the Client, Tensology may:

• Suspend services immediately; and/or
• Demand immediate payment of all outstanding amounts, plus accrued interest;
• Terminate the engagement with immediate effect.

9.2. Either party may terminate the engagement with 30 days written notice, subject to payment for all work completed up to the termination date.

9.3. No waiver of any breach shall be deemed a waiver of future rights.

10. NOTICES

All notices shall be in writing and delivered by hand, registered post, or email to the last known addresses of the parties. Notices sent by registered mail shall be deemed delivered within 4 business days of posting. Email notices sent to support@tensology.com shall be deemed received within 24 hours.

11. GOVERNING LAW

These terms are governed by the laws of the Republic of South Africa. The parties consent to the jurisdiction of the South African courts. They will first try to resolve a dispute through good-faith discussion. Notices may be sent by email. Email to support@tensology.com, and email Tensology sends to the address the Client has given, satisfy a requirement for writing under the Electronic Communications and Transactions Act 25 of 2002 where that Act allows it.

12. ENTIRE AGREEMENT

These terms, the accepted quotation, the licence schedule, and any selected SLA are the agreement for a Commerce Launch engagement, and they state the same standard position. Written email approval is enough where these terms require writing. An invalid clause is adjusted only as far as needed to make it valid.