Terms and Conditions

Effective date: 6 August 2026

These terms replace all previous versions.

1. Who we are and what these terms cover

These Terms and Conditions ("Terms") govern all services supplied by:

CHANTAL MARIE-LAURENCE EDOUARD-BETSY, trading as heyCEOflow
Business Registration Number 123005171
Villa 1, Ave Des Capitaines, 1906-04, Mauritius
[email protected]

referred to as "we", "us" or "heyCEOflow". "You" means the person or business purchasing services from us.

These Terms apply to everything we supply, including platform subscriptions, website and funnel builds, migrations, Care Plans, portal branding and consulting. Where you have signed a separate proposal, statement of work or order form, that document and these Terms are read together. If they conflict, the signed document wins on the specific point it addresses and these Terms govern everything else.

By subscribing, paying an invoice, or using any service we provide, you accept these Terms.

Schedules. Schedule A applies if you hold a platform subscription. Schedule B applies to build and migration projects. Schedule C applies to Care Plans and Hub Care. Schedule D applies if you are in South Africa. Only the schedules relevant to what you have bought apply to you.

2. Definitions

  • Platform means the software environment we provide your account within, built on third party infrastructure (see Section 3).
  • Platform Provider means the third party supplying that infrastructure, currently HighLevel (HighLevel Inc. and LeadConnector LLC).
  • Your Account means the workspace we operate for you within the Platform.
  • Your Data means everything described in Section 8.1.
  • Our Materials means everything described in Section 8.4.

3. We are a service provider, not the platform vendor

3.1 The Platform your Account sits within is built on infrastructure operated by the Platform Provider. We are their customer. You are ours. You have no contract with the Platform Provider and they have no contract with you. Your contract is with us.

3.1.1 We are open about who that provider is. The Platform is operated by HighLevel, and their Terms of Service, Privacy Policy and Data Processing Agreement are published publicly. We link them for your information only. They are an agreement between them and us, not between them and you, and nothing in them forms part of your contract with us. Much of what they cover, such as reseller and white label rights, applies to us rather than to you. If understanding the underlying platform matters to your decision, read them. If a term of theirs changes in a way that affects what we can deliver to you, Section 3.2 and Section 3.4 govern what happens.

3.2 The Platform Provider may change, add, restrict or withdraw features at any time, in its sole discretion, without notice to us or to you. We have no control over this and it is not a breach of these Terms by us. This is not theoretical: they have previously discontinued an entire API version, migrated the telephony system to a different supplier, and rebuilt the client portal in a way that disturbed existing customisations.

3.3 We are not liable for outages, degraded performance, data loss, security incidents, feature removal or price increases originating with the Platform Provider or any other third party supplier.

3.4 Your right to leave if something material is withdrawn. If the Platform Provider withdraws or materially degrades a feature you rely on and that we specifically agreed to provide, and we cannot offer a reasonable equivalent within 30 days, you may terminate the affected service on written notice without penalty and without paying any remaining minimum term. We will refund fees paid in advance for the period after termination.

3.5 We may be required by the Platform Provider to suspend or terminate your Account where they determine, at their discretion, that it is engaged in suspicious activity or breaches their terms. We must comply promptly. We will tell you as soon as we are permitted to and help you resolve it where we can. We are not liable for a suspension we are directed to make.

4. Your account

4.1 You must be at least 18 and have authority to bind the business you are contracting for.

4.2 You are responsible for the security of your login credentials and for all activity under them. We strongly recommend enabling two factor authentication. Tell us immediately at [email protected] if you suspect unauthorised access.

4.3 Who holds the Account. For operational reasons the Account is created and held within our provider relationship. This does not affect your ownership of Your Data under Section 8. Your rights on exit are in Section 9.

4.4 Keep your contact and billing details current. Notices sent to the email address on your account are treated as received.

5. Acceptable use, and rules that flow down from the Platform Provider

The Platform Provider makes us responsible for how our clients use the Platform. These obligations therefore flow down to you. We cannot waive them.

5.1 You are the sender. For all marketing and transactional messages sent from your Account you are the legal sender, and you are solely responsible for compliance with all applicable law in every jurisdiction you send into. This includes the TCPA, CAN-SPAM, Do Not Call rules and state telemarketing law in the United States, CASL in Canada, the UK GDPR and PECR, the EU GDPR, POPIA in South Africa, the Australian Spam Act and Privacy Act, and the Mauritius Data Protection Act 2017.

5.2 Consent and records. You must obtain and be able to evidence lawful consent for every contact you message. You must honour opt outs promptly and maintain suppression lists.

5.3 A2P 10DLC and carrier registration. SMS sending requires carrier registration. You are responsible for providing accurate registration information and for the brand and campaign fees involved. A rejected, suspended or revoked registration is a carrier decision that we cannot appeal on your behalf beyond reasonable assistance.

5.3.1 Our separate SMS and messaging terms cover appointment reminders and confirmation texts, including how to stop receiving them.

5.4 Data you must not put in the Platform. Do not upload or store payment card numbers, national identity or social security numbers, passwords, bank account details, or sensitive health or financial records in contact fields, notes, custom fields or file uploads. The Platform is not certified for these categories, and doing so may expose you to obligations under PCI DSS, HIPAA or equivalent regimes that neither we nor the Platform Provider assume on your behalf.

5.5 Prohibited use. You will not use the Platform for unlawful, deceptive, harassing, infringing or malicious purposes, to send unsolicited bulk messaging, to scrape or resell platform data, to probe or attack the Platform's security, or to resell or white label the Platform to third parties without our written agreement.

5.6 Your own end users. Where people use services you deliver through the Platform, such as your students, members or customers, you must impose terms on them providing protection at least equal to that provided to you by these Terms, and you must handle their data lawfully.

5.7 AI features. Where the Platform offers AI functionality, output is generated automatically and may be inaccurate, biased or unsuitable. You must review AI output before publishing or sending it. You are responsible for confirming that your use of AI features is lawful in your jurisdiction and in those of your contacts. We give no warranty as to AI output. We do not use Your Data to train AI models and we do not permit any supplier we control to do so.

5.8 Breach of this Section 5 entitles us to suspend your Account immediately, with notice as soon as practicable, because the exposure runs to us and to every other client on our provider relationship.

6. Fees and payment

6.1 Subscription fees are payable in advance for each billing period and renew automatically until cancelled under Section 12.

6.2 Project fees for builds, migrations and consulting are set out in your proposal and payable to the schedule stated there. Work begins on cleared deposit.

6.3 All fees are exclusive of any tax applying in your jurisdiction. You are responsible for any such tax, withholding or duty.

6.4 Fees are non refundable except where these Terms expressly provide otherwise, where a refund is required by law that cannot be excluded, or where we agree otherwise in writing. See Section 19.3.

6.5 We may change subscription pricing on 30 days' written notice. If you do not accept the change you may terminate the affected subscription before it takes effect, without penalty.

6.6 Overdue amounts. We may charge interest on overdue amounts at the applicable statutory rate, and you are responsible for our reasonable costs of recovery. We would always rather talk to you than do either. If you are struggling, tell us and see Section 11.7.

7. Third party charges

7.1 Some costs are consumption based and passed through to you at cost or at the rate stated in your proposal. These include SMS and MMS segments, voice minutes and recordings, telephone number rental, A2P brand and campaign registration fees, email sending volume, AI credits, and domain registration and renewal where applicable.

7.2 These charges are set by suppliers we do not control and may change. We will give you reasonable notice of any change we are given notice of ourselves.

7.3 When your balance runs out. If your usage balance reaches zero, sending stops. You should understand what this looks like, because it is not obvious: outbound SMS and email stop leaving, but automations continue to run and to log as though messages were sent. Inbound messages still arrive. Your dashboard can look healthy while nothing is reaching anyone. Keeping your balance funded is your responsibility and we recommend enabling auto top up.

8. Your data, and who owns what

8.1 You own your data

You own all of the following outright, and nothing in these Terms transfers ownership of any of it to us:

  • your contacts, leads, custom fields, tags and segments
  • your conversations, call recordings and voicemails
  • your form and survey submissions
  • your appointments and calendar records
  • your invoices, transactions and payment records
  • content you author or supply, including copy, images, video, logos, course material and student records
  • your published pages and their copy, to the extent you authored or paid for them
  • your students', members' and customers' personal data

8.2 What we may do with it, and what we may not

We take a limited, non exclusive, non transferable, revocable licence to host, process, display and back up Your Data solely to deliver the services you are paying for, and for no other purpose. That licence ends when your contract ends, subject only to the retention periods in Section 11.

To be explicit about what we do not do. We do not sell Your Data. We do not share it other than with the suppliers listed in our Privacy Policy, and then only as needed to run the service. We do not use it to train AI models. We do not use it for our own marketing. We do not use it for the benefit of any other client. We will not use your business as a case study, name you publicly, or publish your results without your separate written consent.

8.3 Your responsibilities for your data

You warrant that you own or are properly licensed to use everything you upload, including copy, images, fonts, logos, testimonials and contact lists, and that you have lawful grounds to process the personal data you place in the Platform. You indemnify us against claims arising from a breach of this warranty. You are responsible for the accuracy and lawfulness of your own data.

Keep your own backups. We take reasonable care, and the Platform Provider maintains its own systems, but neither we nor they guarantee against data loss and both disclaim liability for it. A current independent backup of anything you cannot afford to lose is your responsibility.

8.4 What stays ours

The following remain our property and do not transfer to you on exit, whether or not they were used to build your Account:

  • our snapshots, funnel and page templates, and layout libraries
  • our workflow and automation architectures
  • our AI prompt libraries and internal tooling
  • our stylesheets and portal branding systems, including Care Plan tooling
  • our methodologies, training material, checklists and processes

Your licence to use these lasts only as long as your contract does. Where they are embedded in an Account that transfers to you, we grant you a perpetual, non exclusive licence to keep using them within that Account for your own business only. You may not extract, resell, sublicense or redistribute them.

9. What you can actually take with you

We would rather tell you the truth up front than promise an export we cannot deliver.

The Platform we build on is not fully exportable. This is a constraint of the underlying technology, it applies to every business built on it, and it is important you understand it before you commit.

9.1 What we can give you, in a standard usable format

On request, and subject to Section 11, we will provide:

  • your contacts, with custom fields and tags, as CSV
  • your opportunities and pipeline records
  • your form and survey submissions
  • your enrolled student and member lists
  • your invoices and transaction records
  • your email campaign statistics

9.2 What cannot be exported, and what that means

The following cannot be extracted from the Platform in any portable format, by us or by anyone else:

  • Conversation history (SMS, email and chat threads). There is no export function. Recovery is possible only by scripted extraction, one conversation at a time.
  • Call recordings. No bulk export exists. Individual recordings can be retrieved one at a time.
  • Funnels, websites and pages as HTML or any editable file. They exist only as a proprietary snapshot restorable into another account on the same platform. You cannot take a funnel built here and move it to WordPress or any other system.
  • Courses and membership content. Import only. There is no export path. Your student list is exportable; the course itself is not.
  • Workflows and automations. Structure only, and only into another account on the same platform.
  • Course progress data.
  • Reputation and review data held natively in the Platform, such as manually collected reviews, video testimonials and review request history. There is no verified export path.

9.3 The good news, stated plainly

Some things you already own outright and cannot lose by leaving us:

  • Your Stripe transaction history. We connect to your own Stripe account. Stripe is the source of truth and disconnecting us removes nothing.
  • Your Google and Facebook reviews. These live on your own Google Business Profile and Facebook Page. Closing your Account with us costs you none of them.
  • Your domain. See Section 10.2. It is yours, at your registrar, and we never hold it.

9.4 Exit Package

Where you need the material in Section 9.2 recovered, we can quote for an Exit Package covering scripted extraction of conversation archives, call recordings, media library files and email template HTML. This is chargeable work, scoped and quoted separately, and it is not included in any subscription or Care Plan.

9.5 Account transfer

Where you want to continue on the same platform under your own provider relationship, we will cooperate with a full account transfer, which carries considerably more than an export does, including contacts with their conversation history, appointments and opportunities. Transfer requires you to hold your own qualifying account with the Platform Provider, and it is all or nothing. We will not unreasonably withhold or delay a transfer requested by a client whose account is in good standing.

10. Telephone numbers and domains

10.1 Telephone numbers

10.1.1 A number purchased inside the Platform is released 14 days after your Account is cancelled or terminated. Charges continue during those 14 days. After that window the number returns to the carrier's general pool, can be acquired by anyone, and cannot be recovered by us, by you, or by the Platform Provider. This is irreversible.

10.1.2 A number you ported in from your own carrier belongs to you. The Platform Provider's terms treat a ported-in number as the property of the account owner and provide for it to be released to you on request following cancellation or termination. No fixed deadline is stated for this, but see 10.1.3.

10.1.3 Your obligation, and our advice. If you want to keep any number, start the port out before you cancel. A port to an outside carrier is a carrier led process, requires a letter of authorisation, and typically takes materially longer than moving a number within the Platform. We will not state a timeline because we do not control it. Even where a number is yours under 10.1.2, requesting it late means relying on a manual process at a third party. Do not leave it.

10.1.4 Past call recordings and voicemails do not travel with a ported number.

10.1.5 If number ownership matters to you, tell us and we will set you up on your own telephony account instead, so the numbers sit on your card, in your name, outside this 14 day rule. There is a trade off: numbers on your own account do not move automatically on an account transfer and carrier registration must be redone. We will explain both routes before you choose.

10.1.6 We will give you written notice of the 14 day deadline at the point of cancellation. If you do not act within it, the loss is yours.

10.1.7 While an account is paused or suspended rather than cancelled, a number is ordinarily retained. We cannot promise this. The Platform Provider reserves the right, where an account has been paused beyond 30 days and it is still bearing cost on that number, to release it at its own discretion.

10.2 Domains

Good news: this is the one thing on exit that costs you nothing, and it is deliberate.

10.2.1 Our strong recommendation is that you register and hold your own domain, at your own registrar, in your own name. We do not sell domains and we do not register them through the Platform. We will tell you what DNS records to point at the Platform, and help you set them, but wherever possible the registrar account should stay yours.

10.2.2 Why we recommend it. It means your domain is never inside anything you would have to get out of. You are not asking a supplier for permission to leave, there is no transfer lock to wait out, and nothing about your domain is at risk if a subscription lapses. Leaving us costs you a DNS change and nothing more. Many providers register domains on the client's behalf and it quietly becomes the hardest part of any exit. We would rather not have that leverage.

10.2.3 Where we do hold or manage a domain for you. In some arrangements we hold or administer a domain on your behalf, usually because it was set up that way historically or at your request. Where that is the case: the domain is yours, not ours. We hold it for your benefit only. On request we will transfer it to a registrar account in your name, and we will not withhold a transfer, use a domain as leverage in a dispute, or let it lapse deliberately. Registry rules may impose a waiting period on a transfer, typically 60 days after a domain is first registered or moved, and that is outside anyone's control. If you are unsure which arrangement applies to you, ask us and we will tell you plainly.

10.2.4 Renewals. Where the domain is in your own account, keeping it renewed and paid for is your responsibility. If your domain expires, your website goes offline, regardless of the state of your account with us. This is worth knowing because it is easily mistaken for something else: a site that goes dark after a billing problem is often an expired domain rather than a suspended account, and the fix is completely different. If your site disappears, check the domain first and ask us second.

10.2.5 We will give you reasonable notice if we become aware that a domain we are pointing at is close to expiry. Where we hold the domain for you we will renew it while your account is in good standing, and tell you before we stop.

11. Pausing and suspension

Two different things are covered here. Section 11.7 is a pause you ask us for, for example if you hit a difficult period or are winding down. Sections 11.1 to 11.6 are a suspension we impose because an account has gone unpaid. They use the same underlying mechanism but they are not the same thing. If you are in the first situation, read 11.7 rather than worrying about the rest.

11.1 Before anything stops

If a payment fails we will contact you in writing, and we will keep contacting you. Nothing is suspended and nothing is deleted while we are still talking to you and a genuine attempt to resolve it is under way. Most payment failures are an expired card and take two minutes to fix.

11.2 Suspension

If the account remains unpaid, access will be suspended. We will give you at least 7 days' written notice before suspension takes effect, sent to your registered email address.

What suspension means, honestly:

  • You and your team cannot log in. You will see a screen explaining why and how to restore access.
  • Your automations stop. Every workflow is set to draft. Anything depending on them stops happening quietly, including follow up sequences, reminders and internal notifications.
  • Your members area closes. If you run courses or a membership, your own students and members lose access immediately. They will not know why. Telling them is your responsibility, and we recommend doing it before suspension rather than after.
  • Your published website ordinarily remains publicly visible. This reflects how the Platform currently behaves. We cannot guarantee it, because it is not within our control and the Platform Provider may change it.
  • Nothing is deleted. All of your data, settings and configuration are retained in full. No deletion clock starts at suspension.

Restoring access. Pay the arrears and we will lift the suspension. Automations do not restart themselves; they must be republished, and we will do that as part of reinstating you. Check them yourself afterwards.

Billing during suspension. Subscription fees stop accruing from the date your Account is suspended. We do not charge you for a service you cannot use. Any amount that fell due before suspension remains payable and must be cleared to restore access.

11.3 Termination

If the account remains unpaid 30 days past due we may terminate. We will give you at least 14 days' written notice before termination takes effect.

11.4 Your export window

You have 30 days from the date of termination to request your data. We will provide everything listed in Section 9.1 within a reasonable time of your request. The material in Section 9.2 remains unavailable, and an Exit Package can be quoted.

11.5 Retention and deletion

11.5.1 Whether your Account was paused at your request or suspended for non payment, we will ordinarily retain your Account and data for up to six months from the date it stopped being active, so that you can pick up where you left off. After six months we reserve the right to delete it permanently.

11.5.2 This six month period is our policy, not a guarantee, and it is subject at all times to the rights of the Platform Provider. Their terms permit them to suspend, terminate, release telephone numbers from, or delete accounts at their own discretion, without notice to us or to you, and on shorter timescales than six months. In particular, where an account has been paused beyond 30 days and they are still bearing third party costs on it, they reserve the right to release numbers or delete the account. We cannot override this and we accept no liability for data, numbers or configuration lost through Platform Provider action.

11.5.3 Deletion, once it happens, is permanent. Nothing is recoverable afterwards, by anyone.

11.6 Suspension for reasons other than payment

We may suspend immediately, with notice as soon as practicable, where Section 5 is breached, where we are directed to by the Platform Provider under Section 3.5, or where continued operation creates a legal or security risk to us or to other clients.

11.7 Pausing your account by agreement

If you need to stop for a while, ask us. We would rather pause you than lose you.

11.7.1 If you hit a difficult period, are winding down, or simply need to step back, you can ask us to pause your Account instead of cancelling. Email [email protected]. We grant these requests as a matter of course for accounts in good standing.

11.7.2 A pause is free. No subscription fee is charged for any period your Account is paused. Any amount already due before the pause remains payable.

11.7.3 You can pause for up to six months. Tell us when you want to come back and we will reactivate you. If you are not ready at the end of six months, talk to us before it expires rather than after.

11.7.4 Nothing is deleted while you are paused. Your contacts, content, courses, settings and configuration are all retained in full.

11.7.5 What stops working is the same as under Section 11.2, and you should read that list before you pause. In particular, your automations stop and your members area closes, so if you run courses or a membership your own students will lose access. If that matters, tell us before we pause you and we will talk through the options.

11.7.6 Telephone numbers are the exception to "nothing is deleted". These sit with third parties and are not fully within our control. If you have a number you cannot afford to lose, raise it with us before you pause, and read Section 10.1.

11.7.7 Reactivating. Ask and we will unpause you, normally within one business day. Your automations will need republishing, which we will do as part of reactivating you. Check them yourself afterwards.

11.7.8 If we have not heard from you by the end of the six month period, the retention and deletion rules in Section 11.5 apply. We will write to you before deleting anything.

12. Ending the contract

12.1 You may cancel a subscription with 30 days' written notice to [email protected], effective at the end of the notice period. Minimum terms, where they apply, are set out in the relevant schedule.

12.2 We may terminate for non payment under Section 11, for breach of these Terms not remedied within 14 days of written notice, or on 60 days' written notice for any other reason. Where we terminate under this last route without cause, we will refund fees paid in advance for the period after termination.

12.3 Either party may terminate immediately if the other becomes insolvent or ceases trading.

12.4 On termination: your licence to use the Platform and Our Materials ends, the export window in Section 11.4 opens, outstanding fees fall due, and Sections 8, 9, 10, 13, 14, 15 and 19 survive.

12.5 Before you cancel, deal with your telephone numbers under Section 10.1. Those deadlines are not ours to extend.

13. Confidentiality

Each of us will keep the other's confidential information confidential, use it only for the purposes of this contract, and protect it with at least reasonable care. This does not apply to information that is public through no breach, was already lawfully known, or must be disclosed by law. This obligation continues for 3 years after the contract ends.

14. Warranties, liability and indemnity

14.1 Our warranty. We will provide the services with reasonable care and skill, using suitably competent people.

14.2 What we do not warrant. The Platform is provided as is. We do not warrant that it will be uninterrupted, error free, or free from third party interference, that it will meet a particular commercial objective, or that it will produce any specific result. We do not guarantee revenue, leads, conversions, rankings or business outcomes. Any figure discussed in marketing material, a proposal or a call is an illustration, not a promise.

14.3 Liability cap. Our total aggregate liability arising out of or in connection with these Terms, whether in contract, tort, negligence, statute or otherwise, is limited to the total fees you paid us in the 3 months immediately before the event giving rise to the claim. Your liability to us is limited on the same basis, other than for amounts you owe us and for the indemnity in Section 14.6.

14.4 Excluded loss. We are not liable for indirect or consequential loss, or for loss of profit, revenue, business, goodwill, anticipated savings, contracts or data, however arising, even if we were told it was possible.

14.5 What is never excluded. Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be limited. See also Section 19.3.

14.6 Your indemnity. You will indemnify us against claims, losses, fines and reasonable costs arising from your breach of Section 5, your breach of the warranties in Section 8.3, your use of the Platform to send messages, the acts or omissions of your own customers, students or members, and any regulatory action arising from your data or your messaging.

15. Privacy and data protection

15.1 Our Privacy Policy forms part of these Terms.

15.2 Roles. For the personal data you place in the Platform about your own contacts, customers, students and members, you are the controller (the responsible party under POPIA), we act as your processor on your instructions, and the Platform Provider acts as a sub-processor.

15.3 Data subject requests. Requests from your contacts come to you, not to us. You run your own process and meet your own statutory deadlines. We will assist you within a reasonable time, and at your cost where the request requires access to systems only we can reach.

15.4 Security incidents. If we become aware of a security incident affecting Your Data we will tell you without undue delay and give you the information you reasonably need to meet your own notification obligations. Assessing and notifying your own data subjects and regulators is your responsibility.

15.5 Suppliers. The suppliers we use to deliver the service are listed in our Privacy Policy. We will give reasonable notice of a material change.

15.6 UK and EU clients. Where you are subject to the UK or EU GDPR, a data processing agreement applies in addition to these Terms and is available on request from [email protected]. We are established in Mauritius, which does not benefit from a European Union adequacy decision, so that agreement incorporates an appropriate transfer mechanism.

15.7 South African clients. Schedule D applies to you.

16. Intellectual property

16.1 The Platform and everything in it belonging to the Platform Provider remains theirs.

16.2 Our Materials remain ours, per Section 8.4.

16.3 Your Data and content remain yours, per Section 8.1.

16.4 Custom design and copy we produce specifically for you under a paid project becomes yours on full payment, subject to Section 8.4 for the underlying templates, systems and tooling used to build it.

16.5 Feedback you give us about the service may be used freely and without obligation.

17. Changes to these Terms

17.1 We may update these Terms. Where a change materially affects your rights we will give 30 days' written notice. If you do not accept it you may terminate the affected service before it takes effect, without penalty.

17.2 Minor changes, such as correcting an error or reflecting a supplier name change, take effect on publication.

17.3 The current version is always at heyceoflow.com/terms, with its effective date.

18. Notices

18.1 Notices to us go to [email protected], or by post to the address in Section 1.

18.2 Notices to you go to the email address on your account.

18.3 Email notice is treated as received on the next business day after sending.

19. General

19.1 Governing law. These Terms are governed by the laws of Mauritius, and the courts of Mauritius have exclusive jurisdiction.

19.2 Mandatory local rights. Nothing in Section 19.1 removes protection you have under the mandatory consumer or small business law of your own country where that law cannot be contracted out of.

19.3 Australian clients. Our services come with guarantees that cannot be excluded under the Australian Consumer Law, and nothing in these Terms excludes, restricts or modifies them. Where liability can lawfully be limited, it is limited to resupplying the services or paying the cost of resupply.

19.4 UK clients. Business customers, including sole traders buying for business purposes, are not covered by consumer protection legislation, but exclusion and limitation clauses remain subject to a statutory reasonableness test.

19.5 Entire agreement. These Terms and any signed proposal are the whole agreement and replace anything said beforehand. Nothing here limits liability for fraudulent misrepresentation.

19.6 Assignment. You may not assign without our written consent. We may assign on notice, for example on a sale of the business.

19.7 Severability. If a provision is unenforceable, the rest stands.

19.8 No waiver. Not enforcing a right once does not waive it.

19.9 Force majeure. Neither party is liable for failure caused by events beyond reasonable control, including Platform Provider outages, carrier failure, internet or power failure, natural disaster, or government action.

19.10 No partnership. Nothing here creates a partnership, joint venture or employment relationship.

SCHEDULE A — Platform subscription

A1 Subscriptions are billed monthly in advance and renew automatically until cancelled under Section 12.1.

A2 Your plan tier determines the features available to you. Plans may be changed on request, effective from the next billing period.

A3 Third party charges under Section 7 are additional to the subscription fee.

A4 Section 11 governs what happens if a subscription payment fails.

SCHEDULE B — Builds, migrations and project work

B1 Scope. Your proposal defines the scope. Anything not in it is out of it. Additional work is quoted separately.

B2 Deposit. Work begins on cleared deposit. Deposits are non refundable once work has started, because the slot is reserved and preparatory work begins immediately.

B3 Your input, and what happens if a project stalls.

B3.1 Projects depend on you supplying content, access, credentials, approvals and feedback within the timeframes we agree. We book capacity around those dates, so a project that stops moving occupies a slot somebody else could have used.

B3.2 If we do not hear from you for 30 days, we will treat the project as paused. We will write to you first. Your slot is released, your deposit is retained, and no fee is charged at this stage. This is not a penalty. It is us being honest that the project has stopped, so neither of us is carrying it as live work.

B3.3 If you restart within 90 days of the pause, we may charge a re-mobilisation fee of 15% of the total project fee. This reflects the actual work of picking a stalled project back up: reloading the detail, re-checking that your brand assets, content, integrations and platform have not changed underneath it, and rescheduling around work booked in the meantime.

B3.4 If more than 90 days pass, the project is treated as cancelled. Restarting means a fresh quote at our then current rates, because by that point it is a new project rather than a resumed one.

B3.5 We may waive the fee, and often will where the delay was genuinely outside your control. Ask.

B4 Revisions. Your proposal states the number of revision rounds included. Further rounds are chargeable.

B4.1 If you change direction. If at any stage you change your mind about what you want delivered, or you are not happy with the direction the work is taking, you may stop the project. You will pay us in full for the time spent up to that point, and the contract for that project ends.

B5 Sign off. Work is deemed accepted on written approval, or 7 days after delivery if you do not raise anything in writing.

B6 Migrations. We migrate what is technically capable of being migrated from your source system. We cannot guarantee that every element, integration, automation or historical record will transfer, because that depends on what the source platform allows to be extracted and what the destination platform accepts. We will tell you what is at risk before we start. You warrant that you have the right to authorise the migration of the data concerned.

B7 Portal branding and styling. Where included, this is a service, not a licensed product. You do not receive the stylesheet as a transferable file, and it may not be extracted, resold or reused on any account other than the one it was built for. Platform updates can and do disturb custom styling. Ongoing maintenance is available under Schedule C and is not included in a one off build.

SCHEDULE C — Care Plans and Hub Care

C1 Care Plans are billed monthly in advance and continue until cancelled under Section 12.1.

C2 What is included is defined in your plan description. Work outside it is quoted separately. A Care Plan is maintenance, not unlimited development.

C3 Hub Care Agency has a minimum term of 6 months. The value of the service shows when the Platform Provider changes something and your branding needs repair, which is not predictable month to month.

C4 If a Care Plan lapses, we will reduce your portal to a limited baseline of colours and fonts rather than removing branding entirely, so that your live members area does not revert to unstyled platform defaults without warning.

C5 Non solicitation. Where we work on your clients' accounts, neither party will solicit or engage the other's clients or contractors introduced through this relationship, during the contract and for 12 months after.

C6 Licensed developer tools. Some of what we build uses commercial plugins, themes, page builders and developer tools licensed to us rather than to you.

C6.1 While you are on an active Care Plan, you are covered by our licences and pay nothing extra for them.

C6.2 If your Care Plan ends, those licences stop applying to your site. You then become responsible for obtaining and paying for your own licences for any such tool you wish to keep using. We will tell you which ones they are and what they cost so you can decide. Your site does not stop working, but licensed tools may stop receiving updates and support, which over time becomes a security issue.

C6.3 Where a build includes an introductory Care Plan period, this is stated in your proposal.

SCHEDULE D — South African clients (POPIA)

This schedule applies where you are located in South Africa or are otherwise subject to the Protection of Personal Information Act 4 of 2013 ("POPIA"). It supplements Section 15 and satisfies the written agreement required by section 21 of POPIA.

D1 Roles. You are the responsible party. We are your operator. The Platform Provider acts as a further operator on our instructions.

D2 Processing only on your instruction. We will process personal information only for the purpose of delivering the services under these Terms, and only on your documented instruction, unless required otherwise by law. If we are required by law to process beyond your instruction, we will tell you unless the law prevents us.

D3 Confidentiality. We treat all personal information processed for you as confidential and will not disclose it except as permitted by these Terms or required by law. Anyone we authorise to access it is bound by a duty of confidentiality.

D4 Security safeguards. As required by sections 19 and 21 of POPIA, we maintain appropriate, reasonable technical and organisational measures to prevent loss of, damage to, or unauthorised destruction of personal information, and unlawful access to or processing of it. These include encrypted connections, access controls, two factor authentication, credential management and restricting access to those who need it.

D5 Notification of compromise. Where we have reasonable grounds to believe personal information processed for you has been accessed or acquired by an unauthorised person, we will notify you without undue delay and give you the information you reasonably need to make your own notification to the Information Regulator and to data subjects under section 22. Making those notifications remains your responsibility as the responsible party.

D6 Cross border transfer. You acknowledge that delivering the services involves personal information being processed outside South Africa, including by us in Mauritius and by the Platform Provider in the United States. This is permitted under section 72 of POPIA on the basis that it is necessary for the performance of this contract with you and, where applicable, that the recipients are bound by agreements providing an adequate level of protection. You remain accountable as the responsible party for personal information after it leaves South Africa.

D7 Data subject requests. Requests under POPIA come to you as the responsible party. We will assist you in responding within a reasonable time, and at your cost where the request requires access to systems only we can reach.

D8 Return or deletion. On termination, Sections 9, 11.4 and 11.5 govern what is returned to you, over what period, and when it is deleted.

D9 Sub-operators. You authorise us to engage the suppliers listed in our Privacy Policy as further operators. We will give reasonable notice of any material change.

D10 PAIA. Nothing in this schedule affects your own obligations under POPIA or the Promotion of Access to Information Act, which remain yours as the responsible party.

Questions about these Terms: [email protected]

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