Terms and Conditions

1. Definitions

1. "Account" the workspace created for the Customer on the Service.
2. "Authorised User" an individual the Customer permits to access the Account using their own login credentials.
3. "Customer Data" all data, files, content and information uploaded to or created in the Service by or for the Customer or its Authorised Users.
4. "Order" the plan, pricing and user count selected online, or set out in a signed order form or quote.
5. "Subscription Term" the monthly or annual billing period stated in the Order, including renewals.
6. "Reseller" an authorised third party that sells the Service to Customers under an agreement with RedCore Group.

2. Formation of the agreement

1. 2.1 This agreement is concluded electronically in accordance with the Electronic Communications and Transactions Act 25 of 2002 ("ECTA") when you accept these Terms online or sign an Order.
2. 2.2 Where an Order conflicts with these Terms, the Order prevails for that specific commercial term only.
3. 2.3 You must be at least 18 years old, or have the legal capacity to contract, to create an Account.

3. The Service

1. 3.1 RedCore360 is a cloud-based work management and business operations platform, including board and list views, task assignment, workflow configuration and related features, as described on our website from time to time.
2. 3.2 We may improve, modify or add features. We will not materially reduce the core functionality of a paid plan during a paid Subscription Term without giving you at least 30 days' written notice and the right to cancel under our Refund and Cancellation Policy.
3. 3.3 Beta or preview features are provided "as is", may be withdrawn at any time and are excluded from any service commitments.

4. Accounts and users

1. 4.1 You are responsible for all activity on your Account and for ensuring Authorised Users comply with these Terms.
2. 4.2 Login credentials are personal and may not be shared. Each Authorised User must have their own seat where the plan is priced per user.
3. 4.3 You must notify us promptly, through the contact form at https://redcore360.co.za, of any unauthorised access or suspected security breach.

5. Subscriptions, trials and fees

1. 5.1 Plans. Fees are as set out on our pricing page or in your Order. Fees are quoted in South African Rand (ZAR). Where value-added tax is applicable, it is shown separately on your invoice and charged at the prevailing rate.
2. 5.2 Free trials. Any free trial runs for the period stated at sign-up. No payment details are required to start a trial, and no payment is taken during it. Unless you select a paid plan before the trial ends, the Account will be restricted. We will not charge you for a trial without your express consent.
3. 5.3 Renewal. Subscriptions renew automatically for successive periods equal to the original Subscription Term unless cancelled in accordance with the Refund and Cancellation Policy. We will remind annual subscribers before renewal.
4. 5.4 User changes. Adding users takes effect immediately and is billed pro rata for the remainder of the current billing period. Reducing users takes effect from the next billing period.
5. 5.5 Price changes. We may change prices on at least 30 days' written notice. Changes apply from your next renewal, not during a current paid Subscription Term.
6. 5.6 Purchases through a Reseller. If you bought the Service through a Reseller, your fees, invoicing and payment are governed by your agreement with that Reseller. These Terms still govern your use of the Service.

6. Payment[NOTICE]

1. 6.1 Fees are payable in advance for each billing period, by the payment methods shown at checkout. Card payments are processed by a third-party payment provider that maintains PCI-DSS compliance. We do not store full card details on our systems.
2. 6.2 Invoices are payable within 7 days of the invoice date unless otherwise agreed in writing.
3. 6.3 If payment is overdue, we may, after giving you at least 7 days' written notice, suspend access to the Service until payment is received. Suspension does not relieve you of the obligation to pay. Customer Data is retained during suspension.
4. 6.4 Overdue amounts bear interest at the maximum rate permitted by law (or, where applicable, the rate prescribed under the Prescribed Rate of Interest Act 55 of 1975), calculated from the due date until payment.
5. 6.5 You may not withhold or set off payment against any amount you claim from us, except where the law allows this.

7. Customer Data

1. 7.1 Ownership. You own your Customer Data. We claim no ownership of it.
2. 7.2 Licence to us. You grant us a non-exclusive licence to host, store, process, back up and display Customer Data solely to provide, secure and support the Service, and as required by law.
3. 7.3 Our role under POPIA. In relation to personal information contained in Customer Data, you are the responsible party and we act as your operator in terms of the Protection of Personal Information Act 4 of 2013 ("POPIA"). We will:
   • process that personal information only on your documented instructions and for the purpose of providing the Service;
   • treat it as confidential;
   • maintain appropriate, reasonable technical and organisational security measures (section 19 of POPIA); and
   • notify you without undue delay if we have reasonable grounds to believe the personal information has been accessed or acquired by an unauthorised person.
4. 7.4 Your responsibilities. You warrant that you have a lawful basis to collect and upload any personal information in Customer Data and that you have given data subjects any notices required by POPIA.
5. 7.5 Backups. We perform regular backups, but you remain responsible for keeping your own copies of important data. We recommend exporting your data regularly.
6. 7.6 Hosting location. Customer Data is hosted with third-party cloud infrastructure providers on our behalf. Where any processing takes place outside South Africa, we comply with section 72 of POPIA. Our Privacy Policy explains this in more detail.
7. 7.7 Aggregated data. We may use anonymised, aggregated usage data (which does not identify you or any individual) to operate and improve the Service.

8. Acceptable use

You may not, and must ensure Authorised Users do not:

1. (a) use the Service for any unlawful purpose, including in breach of POPIA, the Cybercrimes Act 19 of 2020 or the Films and Publications Act;
2. (b) upload malicious code, or attempt to gain unauthorised access to the Service, other accounts or our systems;
3. (c) reverse engineer, decompile, copy or create derivative works of the Service, except to the extent the law expressly allows;
4. (d) resell, sublicense or provide the Service to third parties unless you are an authorised Reseller;
5. (e) load-test, scrape or use the Service in a way that degrades performance for others;
6. (f) upload content that is defamatory, infringes third-party rights, or constitutes hate speech or harassment; or
7. (g) use the Service to send unsolicited direct marketing in breach of section 69 of POPIA.

9. Intellectual property

1. 9.1 RedCore Group (and its licensors) own all intellectual property in the Service, including its software, design, branding and documentation. Other than the limited right to use the Service during the Subscription Term, no rights are transferred to you.
2. 9.2 Customisations. Where your plan includes custom configurations, you warrant that you have the right to use any names, logos or marks you provide, and you grant us a licence to display them within your Account.
3. 9.3 Feedback. If you give us suggestions or feedback, we may use them freely without obligation to you.

10. Availability and support

1. 10.1 We aim to keep the Service available 24/7, excluding scheduled maintenance (which we will try to perform outside South African business hours with reasonable notice) and events beyond our reasonable control.
2. 10.2 Support is provided through the contact form at https://redcore360.co.za and by reply to the email address we give you, during business hours (Monday to Friday, 08:00–17:00 SAST, excluding South African public holidays), unless your plan or Order states otherwise.
3. 10.3 Any specific service level commitment applies only if set out in your Order.

11. Third-party services

1. The Service may integrate with third-party products (for example email, calendar or storage providers). Your use of those products is governed by their own terms. We are not responsible for third-party services or for changes they make that affect an integration.

12. Confidentiality

1. Each party will keep the other's confidential information confidential, use it only for the purposes of this agreement, and disclose it only to personnel and advisers who need to know it and are bound by similar obligations, or where required by law. This obligation survives termination for 3 years (and indefinitely for trade secrets and personal information).

13. Warranties and disclaimers[NOTICE]

1. 13.1 We warrant that the Service will perform materially in accordance with its published description and that we will provide it with reasonable care and skill.
2. 13.2 Except as set out in these Terms, and to the extent permitted by law, the Service is provided "as is" and "as available". We do not warrant that the Service will be uninterrupted or error-free, or that it will meet requirements you have not communicated to us in writing.
3. 13.3 Nothing in these Terms limits any right you have under the Consumer Protection Act 68 of 2008 ("CPA") or ECTA that cannot lawfully be excluded, including the right to services of good quality performed in a timely manner (section 54 of the CPA), where those Acts apply to you.

14. Limitation of liability[NOTICE]

1. 14.1 To the extent permitted by law, neither party will be liable for indirect, special or consequential loss, including loss of profit, revenue, business opportunity, goodwill or anticipated savings, however arising.
2. 14.2 To the extent permitted by law, our total aggregate liability arising out of or in connection with these Terms is limited to the fees you paid for the Service in the 12 months before the event giving rise to the claim.
3. 14.3 These limitations do not apply to liability that cannot be limited by law, including liability arising from gross negligence, fraud or wilful misconduct, and do not limit your payment obligations.

15. Indemnity[NOTICE]

1. You indemnify RedCore Group against third-party claims, losses and reasonable legal costs arising from (a) Customer Data, (b) your or your Authorised Users' breach of clause 8 (Acceptable use), or (c) your breach of POPIA in relation to personal information you upload, except to the extent caused by our own breach or negligence.

16. Term, cancellation and termination

1. 16.1 These Terms apply from acceptance until all Subscription Terms have ended or the agreement is terminated.
2. 16.2 Cancellation, renewals and refunds are dealt with in our Refund and Cancellation Policy, which forms part of these Terms.
3. 16.3 Either party may terminate on written notice if the other commits a material breach and fails to remedy it within 14 days after written notice, or if the other party is placed in business rescue, liquidation or sequestration (to the extent permitted by the Companies Act 71 of 2008 and the Insolvency Act 24 of 1936).
4. 16.4 Data on termination. For 30 days after termination you may export your Customer Data using the Service's export tools or by request to us. After that period we will delete Customer Data from live systems, and from backups within 90 days in the normal backup cycle, unless we are required by law to retain it.
5. 16.5 Clauses that by their nature should survive termination (including 6, 7, 9, 12, 14, 15, 18 and 19) survive.

17. Consumer protection

1. 17.1 The CPA applies only where you are a natural person, or a juristic person whose asset value or annual turnover is below the threshold determined by the Minister (currently R2 million). Section 14 of the CPA (fixed-term agreements) does not apply to juristic persons.
2. 17.2 ECTA's consumer protection provisions (Chapter VII), including the cooling-off right in section 44, apply only where you are a natural person.
3. 17.3 Where these Acts apply, you have the rights described in our Refund and Cancellation Policy, and nothing in these Terms is intended to limit them.

18. Notices and addresses for service

1. 18.1 RedCore Group chooses the following address for legal notices and service of process (domicilium citandi et executandi): REDCORE GROUP (Pty) Ltd, 1055 Frederick Avenue, Eldoraigne, Centurion, Gauteng, 0157, South Africa. Contact form: https://redcore360.co.za
2. 18.2 Your address for notices is the email and physical address on your Account. You must keep these up to date.
3. 18.3 Notices sent by email are regarded as received when they enter the recipient's information system, in accordance with section 23 of ECTA, provided they are not returned as undeliverable.

19. Disputes and governing law

1. 19.1 These Terms are governed by the laws of the Republic of South Africa.
2. 19.2 The parties will first try to resolve any dispute by good-faith negotiation between senior representatives within 14 days after a written dispute notice.
3. 19.3 If not resolved, either party may approach a court of competent jurisdiction. Each party consents to the jurisdiction of the Magistrate's Court in terms of section 45 of the Magistrates' Courts Act 32 of 1944, although either party may choose to approach the High Court of South Africa, Gauteng Division, Pretoria.
4. 19.4 Nothing in this clause prevents a consumer from exercising rights under the CPA, including referring a complaint to the National Consumer Commission, an accredited industry ombud or a consumer court, or a data subject from complaining to the Information Regulator.

20. General

1. 20.1 Changes to these Terms. We may update these Terms. We will give at least 30 days' notice of material changes by email or in-app notice. If you do not accept the changes, you may cancel before they take effect and receive a pro rata refund of any prepaid fees for the unused period.
2. 20.2 Assignment. You may not cede or assign your rights without our written consent. We may cede or assign this agreement to an affiliate or a successor to our business on notice to you.
3. 20.3 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including load-shedding or grid failure, acts of government, natural disasters, civil unrest, or failures of upstream hosting or telecommunications providers.
4. 20.4 Whole agreement. These Terms, the Privacy Policy, the Refund and Cancellation Policy and any Order form the whole agreement between the parties on this subject matter.
5. 20.5 No waiver. A failure or delay to enforce a right does not waive it.
6. 20.6 Severability. If any provision is found unlawful or unenforceable, it will be severed and the rest will remain in force.

21. Information required by section 43 of ECTA

Questions about our Terms?

Contact our legal and compliance team at legal@redcore360.co.za