AEGIS — Master Subscription Agreement

**Researched against POPIA (4/2013), Consumer Protection Act (68/2008), ECTA (25/2002), VAT Act

(89/1991) and Companies Act (71/2008) — sections cited inline. Owner-approved v1.1.**

Prepared 2026-07-27; consolidated and finalised 2026-07-30. Governing law: South Africa.

This is the single master agreement. It supersedes and absorbs the earlier

docs/legal/terms-of-service.md draft, which is retained for history only and is no longer

operative. The POPIA/DPA and the Acceptable Use Policy plug into this agreement.

Clause numbering is stable from v1.0. Sections 1–9 keep the numbers they had, so references

like "clause 3.3" or "clause 7.2" mean the same thing they did before. New material was added as

the unnumbered supplier-information block below and as sections 10–13.

Parties. This Agreement is between AEGIS Intelligence Systems (Pty) Ltd, a private company incorporated under the Companies Act 71 of 2008, Reg. 2026/521302/07, of 138 Harpur Avenue, Benoni, 1501 ("AEGIS", "we", "us") and the accounting practice or person that subscribes to the Service and accepts these terms ("Practice", "you"). By creating an account, subscribing, or using the Service you agree to these terms.

Supplier information (ECTA s43). Required of any supplier offering goods or services electronically:

| | | |---|---| | Full legal name | AEGIS Intelligence Systems (Pty) Ltd | | Entity type | Private company incorporated under the Companies Act 71 of 2008 | | Registration number | 2026/521302/07 | | Physical / registered address | 138 Harpur Avenue, Benoni, 1501, South Africa | | Email for legal notices | legal@aegis.org.za | | Service address | app.aegis.org.za | | Nature of the service | A cloud-based accounting, tax and compliance automation platform for accounting practices. | | VAT status | Not currently registered for VAT. See clause 3.3. | | Payment processing | Card and debit-order payments are processed by Paystack. AEGIS never receives or stores your card number. |

Acceptance. You accept this Agreement by clicking "I agree" (or similar) at signup, or by accessing or using the Service. This acceptance is legally effective under the Electronic Communications and Transactions Act 25 of 2002 ("ECTA"): information is not without legal force merely because it is in the form of a data message (s11); an agreement is not invalid merely because it was concluded partly or wholly by data message (s22); and an expression of intent — such as clicking "I agree" — is not without legal force merely because it is in the form of a data message (s24). If you accept for a Practice, you warrant that you are authorised to bind it. What you accepted is recorded: AEGIS stores the version, the sha256 content hash and the timestamp of the exact text you agreed to, so "accepted v1.1" permanently means *these* words and cannot be rewritten later.

1. Definitions

2. Access and licence

2.1 We grant you a non-exclusive, non-transferable, revocable right to access and use the Service for your internal business of providing accounting services to your Clients, for the Subscription term. 2.2 You are responsible for your users' access, for keeping credentials secure, and for all activity under your account. You will enforce MFA where offered. 2.3 You may not resell, sub-licence, reverse-engineer or copy the Service, circumvent its security or tenant isolation, or use it to build a competing product, except as allowed by law. Detailed rules are in the Acceptable Use Policy. 2.4 The Service is multi-tenant SaaS. We may improve, change or add features; we will not materially reduce core functionality during a paid term without notice. 2.5 This Agreement incorporates by reference: the POPIA / Data-Processing Agreement (DPA), the Acceptable Use Policy, the Privacy Policy, the Sub-Operator Register, and your selected plan. Where they conflict, the order of precedence is: (a) a signed order form, (b) this Agreement, (c) the incorporated policies.

3. Subscription, fees and billing

3.1 Pricing is per Active Client per month, by plan: Ledger R249, Compile R399, Practice R549, with volume tapers and any promotional rates stated at signup. Annual plans are billed yearly (two months free equivalent). 3.2 Metering. You are billed on your count of Active Clients each period. A Client taken on but not yet Live is not billed. 3.3 VAT. AEGIS is not a registered VAT vendor (compulsory registration threshold R2.3 million from 1 April 2026; voluntary registration from R120,000 — VAT Act 89 of 1991 s23). Under VAT Act s7(1) only a registered vendor may levy VAT, so no VAT is charged on your fees and our invoices carry no VAT line — not a zero-rated line; no line at all. The amounts in clause 3.1 are the amounts payable. If AEGIS registers, VAT at 15% (or the rate then in force) will be added and shown as a separate line from the effective date of that registration, on notice under clause 9.3, and never retrospectively (clause 13). 3.4 Payment is by the method you authorise (card / debit order via our payment processor). Fees are due on the invoice date. If a payment fails we will notify you and allow a grace period of 7 days from the failure before the Subscription may be suspended. Suspension does not delete Practice Data; access is restored on payment. 3.5 Price changes. We may change fees on 30 days' written notice, effective from your next renewal. Your continued use after the effective date is acceptance; otherwise you may cancel under clause 5. 3.6 Founding-Practices / promotional rates, where offered, apply for the stated period and then revert to standard rates on renewal. 3.7 Basis of the notice periods. The periods in clauses 3.4, 3.5, 5.2, 5.3, 5.4 and 9.3 are contractual terms agreed between us. They are not derived from CPA s14 (fixed-term consumer agreements), which does not apply where the customer is a juristic person.

4. Your Clients and data

4.1 As between us, you own Practice Data. You grant us a limited licence to host and process it to provide the Service and meet our legal obligations, and as set out in the DPA (incorporated by reference). 4.2 For Practice-user account data AEGIS is the Responsible Party. For Client data processed on your instruction, you are the Responsible Party and AEGIS is the Operator, governed by the DPA (which satisfies POPIA s20–21). 4.3 You confirm you have the right, and the necessary consents, to place your Clients' data in the Service. 4.4 We own the Service, its software, and all intellectual property in it. We may use aggregated, de-identified data that does not identify the Practice, any Client or any person to operate and improve the Service. Feedback you give may be used by us without obligation.

5. Term, renewal and termination

5.1 The Subscription runs for the term selected and auto-renews for equal periods unless cancelled before renewal. 5.2 Either party may cancel for convenience on 30 days' notice, effective at the end of the current paid period. No pro-rata refund of prepaid fees is given except as required by law. 5.3 Either party may terminate for material breach not cured within 14 days of written notice, or immediately on the other's insolvency or business rescue. 5.4 On termination you may export Practice Data in a machine-readable format for 30 days. After that we return or delete it per the DPA, save where law requires retention (for example FICA and tax record-keeping) — in which case we keep it only for that purpose, and protected. Immutable audit entries and take-on records are retained only as long as needed and as law requires. 5.5 We may suspend access for non-payment (clause 3.4), a genuine security risk, or a breach of the Acceptable Use Policy — with notice where practical.

6. Warranties and disclaimers

6.1 We will provide the Service with reasonable skill and care and will use commercially reasonable efforts to keep it available, but it is otherwise provided "as is" and "as available". We do not warrant that the Service or any Output will be uninterrupted, error-free or fit for a particular purpose, or that Output is accurate or complete — Output must be reviewed and approved by the Practice under clause 6.3. 6.2 The Service supports your professional work; it does not replace your professional judgement. AEGIS is not your accountant, auditor, tax or legal adviser, and does not provide accounting, tax, audit, assurance, financial or legal advice. 6.3 Professional responsibility — "automate the labour, never the accountability". The Bots suggest; the engine posts only what is approved; a qualified person at the Practice reviews and approves. The Practice remains solely responsible for: reviewing and approving all Output before it is posted to records or filed with any authority (SARS, CIPC, the Financial Intelligence Centre or others); the accuracy and completeness of Practice Data and of filings; and its own professional, regulatory and ethical obligations (including any SAICA, SAIPA, IRBA or other professional-body and statutory duties). Automated assistance does not transfer accountability, and nothing in the Service creates an accountant-client or advisory relationship between AEGIS and the Practice or its Clients.

7. Limitation of liability

7.1 Neither party is liable for indirect, special or consequential loss, or loss of profit, revenue, goodwill or data (beyond our backup obligations), however arising. 7.2 Our total aggregate liability under this Agreement is limited to the fees you paid in the trailing 12 months preceding the event giving rise to the claim. This is a limitation of liability, not an exclusion of it, and is intended to be fair, reasonable and just having regard to Consumer Protection Act 68 of 2008 s48 (unfair, unreasonable or unjust terms) and s51 (prohibited terms), read with clause 7.4. 7.3 Because you are responsible for reviewing and approving all Output (clause 6.3), we are not liable for loss arising from Output that was posted, filed or relied on without your review and approval. 7.4 What is never limited. Clauses 7.1–7.3 do not limit liability that cannot lawfully be limited — including liability for gross negligence, for wilful misconduct or fraud, for death or personal injury caused by negligence, or under POPIA. CPA s51 prohibits a term that purports to exclude liability of that kind, and nothing here attempts to. 7.5 When the CPA applies. Under CPA s5(2)(b) the Act does not apply where the customer is a juristic person whose asset value or annual turnover equals or exceeds the threshold set under s6 (currently R2 million). It therefore does apply to a Practice that is a juristic person below that threshold, and to a natural person subscribing in their own name. Where it applies, this Agreement is read subject to it — in particular s48, s51, and ss60–61 (product liability), which may apply regardless.

8. Confidentiality

Each party will keep the other's confidential information confidential and use it only for this Agreement, except where disclosure is required by law. This does not apply to information that is public through no breach, already known, or independently developed.

9. General

9.1 Governing law: the laws of the Republic of South Africa. Jurisdiction: the parties submit to the South African courts and consent to the jurisdiction of the High Court of South Africa, Gauteng Division, Johannesburg. The parties will first attempt in good faith to resolve any dispute by negotiation between senior representatives before commencing proceedings; nothing prevents either party from seeking urgent interim relief. 9.2 Notices to AEGIS: legal@aegis.org.za, or by delivery to 138 Harpur Avenue, Benoni, 1501. Notices to the Practice: the email address on your account. 9.3 We may update this Agreement on 30 days' notice; material changes require your acceptance to continue using the Service. Your continued use after the effective date is acceptance. 9.4 This Agreement, the DPA and the Acceptable Use Policy are the whole agreement between us and supersede prior discussions, including the earlier Terms of Service draft.

10. Third-party integrations

Where you connect a third-party service (for example Sage, Xero, a bank-data provider, or a payment processor), you authorise AEGIS to access that service on your behalf to provide the Service. Your use of those services is also subject to the third party's own terms. We are not responsible for third-party services, their availability, or changes they make.

11. Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control. This does not apply to payment obligations.

12. Assignment, severability and waiver

12.1 Assignment: you may not assign without our written consent; we may assign to a successor of the business. 12.2 Severability: if a clause is unenforceable, the rest stands. 12.3 No waiver: failure to enforce a term is not a waiver of it.

13. Supplier and VAT status changes

If AEGIS's registered particulars change — including becoming a registered VAT vendor — we will update the supplier-information block above and notify you under clause 9.3. A change to our VAT status takes effect prospectively only, from the date stated in the notice; it never applies retrospectively to invoices already issued.

Statutory grounding — index

Every clause that rests on a statute cites it inline. Collected here so the basis of the document can be checked at a glance.

| Act | Sections relied on | Where | |---|---|---| | Companies Act 71 of 2008 | incorporation of a private company | Parties; supplier block | | ECTA 25 of 2002 | s11 (data messages have legal force), s22 (agreements by data message), s24 (expression of intent), s43 (supplier information) | Acceptance; supplier block | | VAT Act 89 of 1991 | s7(1) (only a vendor may levy VAT), s23 (registration thresholds — R2.3m compulsory from 1 April 2026, R120,000 voluntary) | 3.3 | | Consumer Protection Act 68 of 2008 | s5(2)(b) + s6 (R2m juristic-person threshold), s14 (fixed-term — juristic persons excluded), s48 (unfair/unreasonable terms), s51 (prohibited terms), ss60–61 (product liability) | 3.7, 7.2, 7.4, 7.5 | | POPIA 4 of 2013 | ss20–21 (Operator duties) — full grounding in the DPA | 4.2, 7.4 |

Operational note. legal@aegis.org.za is the contractual notice address in the supplier block and clause 9.2: a notice sent there is validly served whether or not anyone reads it, so the mailbox must be real and monitored. Clause 3.3 also has a shelf life — compulsory VAT registration follows turnover (VAT Act s23), and when it is crossed the contract and the invoice engine flip together (the engine is already gated for it).

Version 1.1 · accepted electronically at signup; the accepted version, content hash and timestamp are recorded.