Terms and Conditions

1. “Accounting Software” means any cloud or desktop based accounting software.
2. “Agreement” means these Terms of Use.
3. “BSharp,” “we,” “us,” or “our” refers to the service provider, BSharp Commercial (Pty) Ltd.
4. “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.
5. “Data” means any data in the Software.
6. “Intellectual Property Right” means any patent, trademark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
7. “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.
8. “Software” means the software available (as may be changed or updated from time to time by BSharp) via the Website.
9. “Services” refer to the software and related functionalities provided by BSharp.
10. “SARS” refers to the South African Revenue Service.
11. “Effective Date” refers to the date of electronic acceptance of the Terms and Conditions.
12. “Bank” refers to a South African Banking Institutions.
13. “User,” “you,” or “your” refers to any person or entity that accesses or uses our services.

1.2 IN THIS AGREEMENT

• 1.2.1 clause headings and the heading of the Agreement are for convenience only and are not to be used in its interpretation;
• 1.2.2 an expression which denotes –
• 1.2.2.1 any gender includes the other genders;
• 1.2.2.2 a natural Person includes a juristic Person and vice versa;
• 1.2.2.3 the singular includes the plural and vice versa;
• 1.2.3 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.
• 1.2.4 Any reference in this Agreement to “this Agreement” or any other agreement or document shall be construed as a reference to this Agreement or, as the case may be, such other agreement or document, as amended, varied, novated or supplemented from time to time.
• 1.2.5 Save to the extent indicated otherwise, in this Agreement the words “clause” or “clauses” and “annexure” or “annexures” refer to clauses of and annexures to this Agreement.

1. This Agreement contains the terms and conditions that govern the use of the Platform.
2. BSharp directly, and through the Site, offers customers the Services.
3. This Agreement is applicable to all Users. If User is agreeing to these terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to this Agreement, and 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. By accessing or using the Platform, User agrees, effective as of the date of such action, to be bound by the Agreement.

1. 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 all terms of this Agreement that apply to You.
2. 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 BSharp’s computing systems and networks and Your access to the Software.
3. As a condition of these Terms, when accessing and using the Software, User must:
• 3.3.1 not attempt to undermine the security or integrity of BSharp Analytics’ computing systems or networks or, where the Software is hosted by a third party, that third party’s computing systems and networks;
• 3.3.2 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;
• 3.3.3 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;
• 3.3.4 not transmit, or input into the Software, any: files that may damage any other person’s computing devices or software, content that may be offensive, or 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);
• 3.3.5 and 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.
4. By using any third-party functionality within the Software You confirm that You have read and accept the third-party’s terms and conditions. Use of the Software may be subject to limitations. Any such limitations will be advised. You indemnify BSharp against all claims, costs, damage and loss arising from Your breach of any of these terms or any obligation You may have to BSharp.
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 appropriate rights to use such login details, and consent to the use of those details as required by BSharp in the operation of the Software.
6. The User accepts all responsibility and associated liability of managing access of their BSharp account. By inviting in other users into their BSharp account (being team members within an organisation, or otherwise), the User accepts the responsibility of communicating the Terms and Conditions to such invited users. The User further explicitly agrees to understand on a detailed level, at all times, the applicable User Rights built within BSharp and ensures that all invited Users into the Software are invited at the desired authority level. The User agrees that management of invited users is wholly the responsibility of the User 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 clients. It follows, You indemnify BSharp against all claims, costs, damage and loss arising from data displayed within BSharp.
8. Users will use the [email protected] mailbox to communicate known errors within the Software.

1. BSharp retains all intellectual property rights over its software, branding, trademarks, and content, including but not limited to its website, source code, algorithms, designs, and proprietary processes.
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.
3. Unauthorised use of our intellectual property may result in legal action, including but not limited to damages, and legal costs.
4. Any feedback, suggestions, or improvements submitted by you regarding our 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.
5. The use of our software does not grant User any ownership rights, and all rights not expressly granted under these Terms are reserved by BSharp.
6. User may not remove or alter any proprietary notices (including copyright and trademark notices) from our software or related materials.

1. BSharp complies with the Protection of Personal Information Act (POPIA) and other applicable South African data protection laws.
2. We collect, process, and store personal data solely for the purpose of providing our services, improving user experience, and ensuring compliance with SARS regulations.
3. Personal data collected includes, but is not limited to, names, contact details, tax-related information, and transactional records.
4. We implement appropriate technical and organisational measures to safeguard data against unauthorised access, loss, or breach.
5. User has the right to request access to your personal data, correction of inaccuracies, and deletion of data in accordance with legal requirements.
6. By using our services, User consents to our data collection, processing, and privacy practices as outlined in our Privacy Policy, which can be found here: Privacy Policy.

1. BSharp is not responsible or liable for:
• 6.1.1 User Content or anyone’s reliance on User Content; or
• 6.1.2 Resulting Errors or any consequences or Claims directly or indirectly arising from Resulting Errors; or
• 6.1.3 any consequences or Claims directly or indirectly resulting from User’s delay in providing, or User’s failure to provide us with information necessary for its provision of Services; or
• 6.1.4 unauthorised third-party actions taken in User’s Account and any transactions, consequences, or Claims arising therefrom; or
• 6.1.5 User’s negligence or any negligence of User’s Account Administrator or Authorised Representative; or
• 6.1.6 any Claims, or portions of any Claims, that could have reasonably been avoided or mitigated by User through reasonable efforts; or
• 6.1.7 any circumstances or Claims arising out of or related to a Partner’s use of User’s Shared Information; or
• 6.1.8 any Requested Actions, or any consequences or Claims directly or indirectly resulting therefrom; or
• 6.1.9 User’s failure, or the failure of any Account Administrators or Authorised Representatives, to properly follow BSharp’s instructions with respect to the Services.
2. 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. The Services and this Agreement will continue until they are terminated by either party.
2. User may terminate the Services and this Agreement through User’s Account
3. BSharp may terminate the Services and this Agreement 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 User’s Account; suspend or restrict User’s access to the Platform or any Services; block User’s ability to use any particular feature of a Service; or immediately terminate the Services and this Agreement, in each case with or without notice to User, in the event that:
• 7.4.1 BSharp has any reason to suspect or believe that User may be in violation of this Agreement; or
• 7.4.2 BSharp determines that User’s actions are likely to cause legal liability for or material negative impact to BSharp; or
• 7.4.3 BSharp believes that User has misrepresented any data or information or that User has engaged in fraudulent or deceptive practices or illegal activities; or
• 7.4.4 BSharp has determined that User is behind in payment of fees for the Services and User has not cured such non-payment within five (5) days of us providing User with notice of the non-payment; or
• 7.4.5 User files for liquidation, or Liquidation is filed against User.
5. The termination of any of the Services or this Agreement will not affect 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 this Agreement.

1. The User authorises BSharp to issue and deliver payment instructions to the bank for collection against the bank account and banking institution as per their account level (or any other bank or branch to which the User may transfer their account) on condition that the sum of such payment instructions will never exceed the User's obligations. For the purposes of this section, the User's obligations refer to the fees for services as agreed for access to and use of BSharp (subscription fee), together with any miscellaneous fees that may arise as a result of other agreed services that fall outside the scope of the subscription fee. The commencement of the collection of fees is per the commencement date per the Effective Date
2. For the purposes of clarity, the User acknowledges and unconditionally authorises BSharp, that for any written acceptance of fee increases and/or the undertaking of quoted miscellaneous services, either by way of post or electronic communication, also serves as the granting of authority to BSharp to recover such fees by way of delivering payment instructions to the User’s elected banking institution and bank account as stipulated above.
3. The User understands that the withdrawals hereby authorised will be processed through a computerized system provided by the South African Banking Institutions and also understands that details of each withdrawal will be printed on the User's bank statement. Each transaction will contain a number, which must be included in the said payment instruction and if provided should enable BSharp to identify the payment and the Agreement to which it pertains.
4. The User acknowledges that all payment instructions issued by BSharp shall be treated by the User’s bank as if the instructions had been issued by the User personally.
5. The User agrees that although this Authority and Mandate may be cancelled by the User, such cancellation will not cancel the Agreement. The User shall not be entitled to any refund of amounts which BSharp has withdrawn while this authority was in force, if such amounts were legally owing to BSharp.
6. The User will effect such Cancellation by giving BSharp Ltd notice in writing of no less than 20 ordinary working days, and sent by prepaid registered post; or by way of electronic communication to the Directors of BSharp. Cancellation can also be effected through cancellation of the subscription via the Software billing portal.
7. The User acknowledges that this Authority may be ceded to or assigned to a third party if the agreement is also ceded or assigned to that third party, but in the absence of such assignment of the Agreement, this Authority and Mandate cannot be assigned to any third party.
8. In the event that the collection of any outstanding amount fails, the User consents to BSharp reprocessing the collection request at a time suitable to BSharp so as to settle the User’s account in full.
9. The User declares that they possess or have been granted the necessary authority within/by their organisation to accept this mandate.

1. This Agreement, including all applicable Service Terms and Privacy Policy, constitutes the entire agreement between BSharp and User regarding the Platform, Services, and Content and replaces all prior understandings, communications, and agreements, oral or written, regarding this subject matter.
2. Any notices or other communications provided by BSharp under this Agreement, including those regarding modifications to this Agreement, will be given:
• 8.2.1 via email; or
• 8.2.1 by posting to the Platform.
3. BSharp’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorised representative of BSharp.
4. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
5. This Agreement and any disputes or claims arising out of or in connection with 8 or its subject matter or formation shall be governed by and construed in accordance with the laws of the Republic of South Africa.