TERMS AND CONDITIONS

1. "Bank" refers to a South African Banking Institutions.
2. "BSharp," "we," "us," or "our" refers to the service provider, BSharp Commercial (Pty) Ltd.
3. "Confidential Information" includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Software but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
4. "Personal Data" means any information relating to an identified or identifiable natural person within the Data, and such other information as afforded similar protection under applicable data protection law.
5. "Software" means the software available (as may be changed or updated from time to time by BSharp) via the Website.
6. "Services" refer to the Software and related functionalities provided by BSharp as described in 3.1 below.
7. "SARS" refers to the South African Revenue Service.
8. "User," "you," or "your" refers to any person or entity that accesses or uses the Services.
9. "Website" means https://www.bsharpapp.co.za/.
10. In these Terms -
    1. clause headings and the heading of these Terms are for convenience only and are not to be used in its interpretation;
    2. an expression which denotes –
       1. any gender includes the other genders;
       2. a natural person includes a juristic person and vice versa;
       3. the singular includes the plural and vice versa;
    3. The words “include” and “including” mean “include without limitation” and “including without limitation”. The use of the words “include” and “including” followed by a specific example or examples shall not be construed as limiting the meaning of the general wording preceding it.
    4. Save to the extent indicated otherwise, in these Terms the words “clause” or “clauses” and “annexure” or “annexures” refer to clauses of and annexures to these Terms.

1. These Terms contain the terms and conditions that govern the use of the Website, Software and Services.
2. These Terms are applicable to all Users. If a User is agreeing to these Terms on behalf of a business or an individual, the User represents and warrants that they have the authority to bind that business or other individual to these Terms, and the User’s agreement to these Terms will be treated as the agreement of such business or individual. In that event, “User” also refers to that business or individual.

1. BSharp is a tax compliance automation platform designed for businesses, providing automated extraction, management, and communication of SARS compliance data, including Income Tax, VAT, and PAYE. The Software streamlines tax processes, enhances accuracy, and assists users in meeting their regulatory obligations efficiently. BSharp is a SARS approved vendor.
2. License for Use

   Subject to your compliance with these Terms, BSharp grants you a personal, revocable, non-exclusive, non-transferable, and non-assignable license to access and use the BSharp software and related Services solely for your internal business purposes. This license does not grant you any rights to the underlying software code, intellectual property, or any rights not expressly set out in these Terms. All rights not expressly granted to you are reserved by BSharp and its licensors. You may not sublicense, distribute, modify, reverse engineer, or otherwise exploit the software except as expressly permitted by these Terms or with BSharp’s prior written consent.

3. Service Disclaimers
   1. BSharp provides an automated tax compliance Software to assist users in managing SARS compliance data. The Services and Software are intended solely as tools to facilitate tax compliance processes and do not constitute legal, tax, accounting, or other professional advice. Users are responsible for ensuring the accuracy, completeness, and timeliness of all information submitted and for maintaining compliance with all applicable laws and regulations.
   2. BSharp does not warrant that the Services or Software will be uninterrupted, error-free, or completely secure. The availability and accuracy of data may be affected by factors outside BSharp’s control, including but not limited to third-party system outages, connectivity issues, or changes to SARS systems. Users acknowledge that reliance on the Software is at their own risk, and BSharp disclaims all liability for any loss, damage, or penalties arising from errors, omissions, or delays in the provision of Services, or from the use of or reliance on any information provided by the Software.
   3. Users are encouraged to consult with qualified tax professionals for advice specific to their circumstances. BSharp’s role is limited to providing software tools and does not extend to acting as the user’s tax practitioner or agent.
4. Modification to the Services

   We may continuously update our Services with new capabilities or offerings or replace and/or discontinue some of the capabilities. Users acknowledge and agree that some of the features and capabilities may be experimental in nature. In addition, BSharp may at any time, in our sole discretion add or remove supported features and/or capabilities.

1. Creating an Account
   1. To use the Services, you must register and open an account through the Website or as otherwise directed. To complete the account registration, we will require certain information which may include company information, contact information and an adequate password. By providing us with such personal information, the User consents to us processing the Personal Data of the User, their admin User and authorised Users.
   2. The admin User may invite additional authorised Users to join the User account. The choice of invitation method is at the admin User’s discretion and subject to any technical requirements or limitations of the Software.
   3. The User and their admin User/s are solely responsible for your any determinations made to designate or not to designate any authorised User as having or not having any given access or permissions.
2. Accurate Information

   When signing up to the Services you agree to provide accurate, current, and complete information and to update this information as and when it changes. To protect the privacy and security of accounts, BSharp takes reasonable steps to verify a User’s access by requiring their password together with the email address to grant access to the account and associated data. Please update recorded Personal Data where necessary through your account or contact BSharp to view or change your Personal Data and accesses provided.

3. Warranty

   By sharing Personal Data with BSharp, a User warrant that the persons using the Services have the authority to do so and to act on behalf of a juristic entity. The User is responsible for the information provided, and all the actions taken on the Software and through the Services.

4. Unlawful Access

   Please let BSharp know if you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft or unauthorised disclosure or use of username/s or password/s) to avoid possible liability for any unauthorised actions within your account.

1. The User must only use the Software and Website for their own lawful business purposes, in accordance with these Terms and any notice sent by BSharp or condition posted on the Website. You may use the Software and Website on behalf of others or in order to provide services to others but if You do so You must ensure that You are authorised to do so and that all persons for whom or to whom services are provided comply with and accept these Terms.
2. The User must ensure that all usernames and passwords required to access the Software are kept secure and confidential. You will immediately notify BSharp of any unauthorised use of Your passwords or any other breach of security and BSharp will reset Your password. You must take all other actions that BSharp reasonably deems necessary to maintain or enhance the security of the Software.
3. The User warrants that they, or the company that they represent, have an active mandate to service the tax affairs of their taxpayers via BSharp. The User also acknowledges that BSharp's processes are designed to assist Users to easily archive any taxpayers for which they have no mandate to provide tax related services. For clarity, should a taxpayer be archived, BSharp will not make any API calls via the ISV service regarding that taxpayer.
4. By using any third-party functionality within the Software You confirm that You have read and accepted such third-party’s terms and conditions. Use of the Software may be subject to limitations, which You will be advised of.
5. The User agrees to adhere to all SARS security requirements, including but not limited to appropriate controls to protect username and password confidentiality. Upon inputting usernames and passwords into BSharp, the User confirms that they have the appropriate rights to use such login details, and consent to the use of those details as required by BSharp for the operation of the Software.
6. The admin User accepts all responsibility and associated liability of managing access of their business’ BSharp account. By inviting in other users into their BSharp account the admin User accepts the responsibility of communicating these Terms to such invited users. The admin User must ensure that all invited Users into the Software are invited at the desired authority level. The admin User further agrees that the management of invited users is wholly their responsibility and BSharp will bear no liability for any event, situation or otherwise, arising from activity within the account of invited Users.
7. The User acknowledges that, while BSharp will endeavour to ensure the data provided is complete and accurate, from time to time, the Software may be unavailable or display incorrect data due to circumstances out of BSharp’s control (such as API issues with SARS, server overloads, national connectivity issues etc.). The ultimate responsibility of maintaining the compliance of entities displayed within BSharp remains solely with the User and the User will use all data sources available to them in their provision of services to their taxpayers. The User accordingly indemnifies BSharp against all claims, costs, damage and loss arising from data displayed within BSharp.
8. Users may use the [email protected] mailbox to communicate known errors within the Software.
9. You warrant that when accessing and using the Software -
   1. You will not attempt to undermine the security or integrity of BSharp's computing systems or networks or, where the Software is hosted by a third party, that third party’s computing systems and networks;
   2. You will not use, or misuse, the Software in any way which may impair the functionality of the Software or Website, or other systems used to deliver the Software or impair the ability of any other user to use the Software or Website;
   3. You will not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Software is hosted;
   4. You will not transmit, or input into the Software, any (i) files that may damage any other User’s computing devices or (ii) software, content that may be offensive, or (iii) material or data in violation of any law (including data or other material protected by copyright or trade secrets which you do not have the right to use);
   5. You will not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer the Software or the Website except as is strictly necessary to use either of them for normal operation;
   6. You have read and agreed to these Terms and will use the Software and Services in accordance with them;
   7. You have not made any misrepresentations and the information provided in the registration process about your company and/or your authorised Users is true, accurate and complete in every aspect;
   8. All Users of the Software and the Services are above the age of 18 (eighteen) years old and have the legal capacity to understand, agree with and be bound with these Terms;
   9. You lawfully possess and submit all information to BSharp for the use of the Software and the Services and hereby indemnify BSharp against any third-party claims that may arise due to the processing of the information shared by you with BSharp;
   10. You will not post, upload, replicate or transmit any abusive content on the Software or through the Services that is or could reasonably be considered to be threatening, harassing, defamatory, abusive, racist, sexist, discriminatory, in breach of confidence, in breach of privacy or restrict any user in any way from properly using the Software or the Services;
   11. You will not send any unsolicited electronic messages or use any software, routine or device to interfere or attempt to interfere electronically or manually with the operation or functionality of the Software or the Services including but not limited to uploading or making available files containing corrupt data or viruses via whatever means or deface, alter or interfere with the front end ‘look and feel’ of the Software or the Services or the underlying software code;
   12. You will not infringe the intellectual property or other rights of any third party or BSharp or transmit content that you do not own or do not have the right to publish or distribute;
   13. You will not use the Software or the Services for any commercial purpose other than as expressly provided for by BSharp herein;
   14. You will not use the Software or the Services to breach any applicable law or regulation or perform or encourage any illegal activity including (without limitation) promoting or facilitating money laundering or financial crimes; and/or
   15. You will not facilitate or assist any third party to do any of the above, failing which, such action will automatically and immediately be deemed to be a material breach of these Terms, allowing BSharp to enforce all of our rights in the case of breach, including but not limited to denying you access to the Software or the Services, reporting your actions to an applicable authority or instituting legal proceedings against you.
10. The Software and Services are only available on compatible devices connected to the internet. It is a User’s responsibility to obtain these devices and any connectivity necessary to use the Software and the Services. BSharp does not guarantee that the Software or the Services, or any portion thereof, will function on any particular hardware or device.
11. Without prejudice to any of our other rights (whether at law or otherwise), BSharp reserves the right to deny Users access to the Software and/or the Services where we believe (in our reasonable discretion) that a User is in breach of any of these Terms.

1. All software layout, website and software content, material, information, data, software, icons, text, graphics, layouts, images, sound clips, advertisements, video clips, user interface design and layout, trade names, logos, trademarks, designs, copyright and/or service marks, together with the underlying software code, (“the intellectual property”) are owned (or co-owned or licenced, as the case may be) by BSharp, our shareholders, directors, and/or affiliates, whether directly or indirectly, and as such, are protected from infringement by domestic and international legislation and treaties.
2. User may not reproduce, distribute, modify, sublicense, publicly display, publicly perform, create derivative works from, reverse engineer, or otherwise exploit any part of BSharp's intellectual property without our express written permission. User may not remove or alter any proprietary notices (including copyright and trademark notices) from our software or related materials. Unauthorised use of our intellectual property may result in legal action, including but not limited to damages, and legal costs.
3. Any feedback, suggestions, or improvements submitted by a User regarding the Services shall become the property of BSharp without any obligation of compensation. Feedback is given entirely voluntarily, and BSharp will be free to use, disclose, reproduce, license, or otherwise distribute and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind.
4. BSharp reserves the right to make improvements or changes to the intellectual property, information, videos, graphics, and other materials on the Website or within the Services, or to suspend or terminate the Software or the Services, at any time without notice; provided that any transactions or functions already concluded, will not be affected by such suspension or termination (as the case may be).
5. Where any intellectual property has been licensed to BSharp or belongs to any third party (“third party IP”) all rights of use will also be subject to any terms and conditions which that licensor or third party imposes from time to time, and the User agrees to comply with such third-party terms and conditions. If there is a conflict between the licensing terms of third-party IP and these Terms, the licensing terms of the third-party IP shall prevail only in connection with the related third party IP. BSharp disclaims all liability related to any third-party components utilised in the Services. The User acknowledges that BSharp is not the author, owner or licensor of any third-party IP, and accordingly makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance or suitability of third-party IP.
6. Subject to adherence to the Terms, BSharp grants to User a personal, revocable, non-exclusive, non-assignable and non-transferable license to use and display all content and information on any machine within the User’s network. However, nothing contained on the Software or via the Services or in these Terms should be construed as granting any licence or right to use any intellectual property without our prior written permission.
7. Unless otherwise agreed between the parties, the User provides BSharp with the right to use and display, in perpetuity, a portion of the outcome of the Services and/or any testimonial or review for our own promotional or marketing purposes in any medium or public space (including the Website and social media). It is the User’s responsibility to inform BSharp if any part of the displayed information is confidential or will have a detrimental effect on the User if used by BSharp for promotional or marketing purposes.

BSharp complies with the Protection of Personal Information Act (POPIA) and other applicable South African data protection laws. We collect, process, and store Personal Data solely for the purpose of providing our Services, improving User experience, and ensuring compliance with SARS regulations. By using our Services, the User consents to our data collection, processing, and privacy practices as outlined in our Privacy Policy, which can be found here Privacy Policy.

The User acknowledges that the processes, functionality, and services of the Software constitute valuable proprietary and confidential information of BSharp. The User agrees to maintain the confidentiality of all such information and not to disclose, reproduce, or use any part of BSharp’s content, processes, or services for any purpose other than as expressly permitted under these Terms. This obligation of confidentiality will survive the termination of the User’s use of the Software and Services. User further agree to take all reasonable steps to protect BSharp’s confidential information from unauthorised or competitive access or disclosure.

1. Data Messages between User and BSharp
   1. Data messages, including email messages and support queries, User sends to us will be considered as received only when we acknowledge or respond to these messages.
   2. Data messages we send to User will be regarded as received when the data message enters User’s inbox or messaging inbox and is capable of being retrieved and processed by User.
   3. BSharp reserves the right not to respond to any email or other data message that contains obscene, threatening, defamatory or otherwise illegal, unlawful, or inappropriate content, and to take appropriate action against the sender of such email or data message if necessary.
   4. Messages sent over the internet cannot be guaranteed to be completely secure as they can be intercepted, lost, or corrupted. BSharp are therefore not responsible for the accuracy or safety of any message sent by
2. Hyperlinks, Deep Links, Framing
   1. The Website may include links to other websites ("other sites"). BSharp does not own or endorse these other sites and are not responsible for the information, material, products, or services contained on or accessible through these other sites. Any hyperlinks do not imply any endorsement, agreement on or support of the content or products of these other sites.
   2. The Website may include links to other websites ("other sites"). BSharp does not own or endorse these other sites and are not responsible for the information, material, products, or services contained on or accessible through these other sites. Any hyperlinks do not imply any endorsement, agreement on or support of the content or products of these other sites.

1. The Software and Services are provided on an "as is" and "as available" basis without any warranties of any kind, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, or that the Software or Services will be uninterrupted, error-free, secure, or free from viruses or other harmful components. BSharp does not warrant that the Website, Software, or Services will meet User’s specific requirements or that any defects or errors will be corrected. User acknowledges and agrees that their use of the Software and Services is at their sole risk.
2. No advice or information, whether oral or written, obtained by the User from BSharp shall create any warranty not expressly stated in these Terms. User is solely responsible for ensuring that their use of the Software and Services complies with all applicable laws and regulations.
3. BSharp takes reasonable security measures to ensure the safety and integrity of the Software and the Services and to exclude viruses, unlawful monitoring and/or access. However, does not warrant or represent that User’s access to the Software or the Services will be uninterrupted or error-free or that any information, data, content, software, or other material accessible through the Software or the Services will be free of bugs, viruses, worms, trojan horses or other harmful components
4. BSharp shall have no liability whatsoever for any third-party integrations, external dependencies, or any service downtime, interruptions, or failures resulting from such integrations or dependencies. Furthermore, BSharp shall not be liable for any events or circumstances outside its reasonable control, including but not limited to network failures, data centre outages, failures of internet service providers, or the compromise of client credentials. User acknowledges and agrees that their use of any third-party integrations or reliance on external services is entirely at their own risk, and BSharp makes no warranties or representations regarding the availability, reliability, or security of such third-party services or integrations.
5. To the maximum extent permitted by law, BSharp is not liable for any loss, damage, or claim arising from or related to: User content or reliance on User content; errors or consequences arising from such errors; delays or failures by the User to provide necessary information; unauthorised third-party actions in the User’s account; negligence by the User or any employee or authorised Users; claims that could have been reasonably avoided or mitigated by the User; third party use of User’s shared information; any requested actions or consequences thereof; or the User’s or their representatives’ failure to follow Bsharp’s instructions regarding the Services.
6. To the maximum extent permitted by applicable law, BSharp, its shareholders, directors, employees, partners, and affiliates shall not be liable for any direct, indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, goodwill, or other intangible losses, resulting from (i) User/s use of or inability to use the Software or Services; (ii) any interruption or cessation of transmission to or from the Software; or (iii) any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Software by any third party.
7. User expressly acknowledges and agrees that BSharp is not liable or responsible for any defamatory, offensive, or illegal conduct of other users or third parties.
8. If you are not satisfied with the Software and BSharp has not breached any of its representations or warranties, your sole and exclusive remedy is to terminate these Terms.

1. Indemnities
   1. You indemnify and hold harmless BSharp, its shareholders, directors, employees, and partners from any demand, action or application or other proceedings, including reasonable attorneys’ fees and related costs such as tracing fees, made by any third party, and arising out of or in connection with your use of the Software and/or Services or transactions concluded thereby in any way, except to the extent such losses arise from the gross negligence or wilful misconduct of BSharp or its representatives.
   2. You agree to indemnify, defend, and hold BSharp, its shareholders, directors, employees, and partners harmless from any direct or indirect liability, loss, claim and expense (including reasonable legal fees) to the extent arising from your use of the Software or Services and/or breach of these Terms, except to the extent such liability, loss, claim, or expense results from the gross negligence or wilful misconduct of BSharp or its representatives.
2. Limitation on Amount of Liability
   1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY MAY BE HELD LIABLE UNDER THESE TERMS FOR ANY AMOUNT EXCEEDING THE AMOUNT PAID BY A USER TO BSHARP FOR ITS SERVICES DURING THE PRECEDING TWELVE MONTHS.
   2. This clause will survive termination of these Terms.

1. The Services and these Terms will continue until they are terminated by either party.
2. User may terminate the Services and these Terms through the User’s account.
3. BSharp may terminate the Services and these Terms by giving User at least thirty (30) days’ prior written notice.
4. In addition to BSharp’s foregoing termination right, we may immediately suspend or restrict a User’s account; suspend or restrict User’s access to the Software or any Services; block User’s ability to use any particular feature of a Service; or immediately terminate the Services and these Terms, in each case with or without notice to User, in the event that: In addition to BSharp’s foregoing termination right, we may immediately suspend or restrict a User’s account; suspend or restrict User’s access to the Software or any Services; block User’s ability to use any particular feature of a Service; or immediately terminate the Services and these Terms, in each case with or without notice to User, in the event that:
   1. BSharp has any reason to suspect or believe that User may be in violation of these Terms; or
   2. BSharp determines that the User’s actions are likely to cause legal liability for or material negative impact to BSharp; or
   3. BSharp believes that the User has misrepresented any data or information or that User has engaged in fraudulent or deceptive practices or illegal activities; or
   4. BSharp has determined that the User is behind in payment of fees for the Services and the User has not cured such non-payment within five (5) days of us providing the User with notice of the non-payment; or
   5. The User files for liquidation, or liquidation is filed against User.
5. The termination of any of the Services or these Terms will not affect a User’s or BSharp’s rights with respect to transactions which occurred before termination.
6. BSharp will have no liability for any costs, losses, damages, penalties, fines, expenses, or liabilities arising out of or related to BSharp’s termination of these Terms.

1. Should any dispute, disagreement or claim arise between User and BSharp concerning the use of the Software or the Services, the parties shall endeavour to resolve the dispute amicably, by negotiation, and with the best interests of both parties in mind.
2. Should these parties fail to resolve such dispute in the aforesaid manner or within such further period as the parties may agree to in their negotiation, the parties will approach an independent industry expert who shall mediate the discussions between them to find a mutually beneficial solution.
3. If the dispute is still not resolved after such mediation, the parties will commence and be party to binding and confidential arbitration in terms of the expedited rules of the Arbitration Foundation of Southern Africa (“AFSA”), with an arbitrator selected by BSharp.
4. Notwithstanding the above, both parties' consent to the jurisdiction of an appropriate South African court. Either party may also always use the dispute resolution services of any applicable legislative tribunal or ombud, as provided for in applicable legislation
5. The parties both agree that in no circumstance will either party publicise the dispute on any social media or other public platforms. The parties understand that any publicity of this nature can cause serious damage to the other party, which damage may result in a financial claim against the infringing party.

1. Relationship Between the Parties: The relationship of the parties, inter se, shall be governed by these Terms and nothing contained herein shall be deemed to constitute a partnership, joint venture, employer/employee agreement, agency agreement, or the like between them. No party shall by the reasons of the actions of the other party incur any personal liability as co-partner to any third party.
2. Force Majeure: If either party is prevented, whether in whole or in part, or delayed from performing any of its duties, functions or obligations under these Terms, whether timeously or at all, due to an event out of their control (which for the purposes hereof shall mean war, political riots, civil commotions, electrical load-shedding or surges, legal prohibitions or restrictions, epidemics, pandemics, governmental lockdowns, fire, floods or other similar natural disasters), then such failure shall not constitute a breach under these Terms, and the obligation to perform shall be suspended to the extent and during the continuance of such prevention provided that the parties shall use their reasonable commercial endeavours to minimise any delay occasioned
3. Change Without Notice: The Website, Software and these Terms are subject to change without notice. These Terms are updated or amended from time to time and will be effective once we upload the amended Terms to the Website. User’s continued access or use of the Software and Services constitutes their acceptance to be bound by these Terms, as amended. It is the User’s responsibility to read these Terms periodically to ensure they are aware of any changes.
4. Entire Agreement: This document contains the entire agreement between the parties in relation to the subject matter hereof. Save as contemplated above, no alteration, cancellation, variation of, or addition hereto will be of any force or effect unless published on the Website.
5. No Indulgence: No indulgence, leniency or extension of time granted by BSharp shall constitute a waiver of any of BSharp’s rights under these Terms and, accordingly, BSharp shall not be precluded as a consequence of having granted such indulgence, from exercising any rights against the client which may have arisen in the past or which might arise in the future.
6. Importation of Words: Words importing the singular will include the plural and vice versa. Words importing one gender will include the other genders, and words importing persons will include partnerships, trusts, and bodies corporate, and vice versa
7. Governing Law: User/s access and/or use of the Software and/or the Services, any downloaded material from it and the operation of these Terms (including any transaction concluded pursuant thereto) shall be governed by and construed in accordance with the laws of the Republic of South Africa.
8. Failure to Pay: In the event of a User failing to pay any amount timeously or breaching these Terms, the User shall be liable for all legal costs (on the scale as between attorney and client) (including collection commission) which may be incurred by BSharp in relation to the payment failure or breach.
9. Severability: Each sentence, paragraph, term, clause and provision of these Terms and any portion thereof shall be considered severable and if for any reason, any such sentence, paragraph, term, clause or provision is held to be invalid, contrary to, or in conflict with any applicable present or future law or regulation or in terms of a final, binding judgment issued by any court, it shall to that extent be deemed not to form part hereof and shall not impair the operation of, or have any effect upon such other sentence, paragraph, term, clause or provision hereof as may otherwise remain valid or intelligible, which shall continue to be given full force and effect and bind the parties hereto.
10. Prohibited Provision: No term or condition of these Terms is intended to breach any peremptory provisions of any consumer protection legislation and any regulations thereto ("Prohibited Provision"). Any breach of any such Prohibited Provision shall be governed by the provisions above.