Terms of Service

These Terms of Service (“Terms”) constitute a binding agreement between Umbrella Communications Digital (PTY) LTD t/a Umbrella Digital (“the Provider”, “we”, “us”) and the organisation that registers a workspace on iinventory.online (“the Subscriber”, “you”). By creating an account, activating a trial, or using the platform, you confirm that you are duly authorised to bind the Subscriber and that you accept these Terms in full.

1. Definitions

• Platform — the iinventory.online software-as-a-service application, including all web interfaces, scanning tools, APIs, storage and supporting services.
• Workspace — the isolated tenant environment provisioned for the Subscriber.
• Authorised User — any employee, contractor or agent of the Subscriber granted access credentials, including administrators, operators and field crews using PIN access.
• Subscriber Data — all data uploaded, created or generated by the Subscriber or its Authorised Users within the Workspace.
• Subscription Fee — the recurring monthly licence fee payable in South African Rand (ZAR).

2. Licence and Permitted Use

Subject to payment of the Subscription Fee and compliance with these Terms, we grant the Subscriber a non-exclusive, non-transferable, non-sublicensable licence to access and use the Platform for its internal business operations for the duration of the subscription.

The Subscriber may not, and may not permit any third party to:

• Resell, sublicense, rent, or provide the Platform as a service bureau to third parties.
• Reverse engineer, decompile or attempt to derive source code, save as permitted by law.
• Circumvent tenant isolation, access controls, item caps or usage limits.
• Upload unlawful content, malware, or data the Subscriber is not entitled to process.
• Use automated scraping or load-generating tools that degrade service for other users.

3. Free Trial

New workspaces receive a 7-day free trial with full functionality and no card required. At the end of the trial period the Workspace is locked to read-only access until a paid subscription is activated. Trial data is retained for 30 days after trial expiry, after which it may be permanently deleted. Only one trial is available per organisation; creating multiple accounts to extend a trial is a breach of these Terms.

4. Subscription Tiers, Fees and Billing

4.1 Tiers and item caps

• Seed — R690 per month (R6 900 per year), up to 150 items, 2 users, 3 locations and 3 vehicles.
• Growth — R1 990 per month (R19 900 per year), up to 300 items, 8 users, 10 locations and 10 vehicles.
• Scale — R4 850 per month (R48 500 per year), up to 500 items, 15 users, 30 locations and 20 vehicles.
• Enterprise — custom licensing quoted on request, unlimited items, custom user count, unlimited locations and unlimited vehicles.

4.2 Billing terms

• All fees are quoted in South African Rand (ZAR) and are inclusive of VAT where applicable.
• Subscriptions bill monthly in advance on the anniversary of activation through Paystack.
• The Subscriber authorises recurring debits against the payment method supplied until the subscription is cancelled.
• Failed debits are retried in accordance with the gateway retry schedule. Where a debit remains unpaid for 7 calendar days, the Workspace may be suspended.
• We may adjust fees on 30 days’ written notice. The Subscriber may cancel before the increase takes effect without penalty.

5. Service Levels

• Availability target — 99,5% monthly uptime, measured excluding scheduled maintenance and events beyond our reasonable control.
• Scheduled maintenance — performed where practicable between 22:00 and 04:00 SAST, with at least 48 hours’ notice for maintenance expected to cause downtime.
• Support hours — 08:00 to 17:00 SAST, Monday to Friday, excluding South African public holidays.
• Target response times — Critical (platform unavailable): 4 business hours. High (major feature unusable): 1 business day. Normal: 3 business days.
• Service credits — where monthly availability falls below 99,0%, the Subscriber may request a pro-rata credit of the affected month’s Subscription Fee, applied against the next invoice. Service credits are the sole and exclusive remedy for downtime.
• Backups — encrypted daily backups with a 35-day rolling retention window.

6. Subscriber Obligations

• Maintain the confidentiality of all credentials, tokens and field-crew PINs.
• Ensure that Authorised Users comply with these Terms and the Acceptable Use provisions.
• Obtain all consents and legal bases required for personal information the Subscriber loads onto the Platform, including staff names, photographs and signatures captured in custody events.
• Notify us without delay of any suspected unauthorised access to the Workspace.
• Ensure that all information provided for billing and registration is accurate.

7. Data Ownership and Protection

The Subscriber retains all right, title and interest in Subscriber Data. We claim no ownership over it. We process Subscriber Data solely to provide, secure, support and improve the Platform, and as an operator on behalf of the Subscriber for POPIA purposes. Our Privacy Policy forms part of these Terms.

The Subscriber may export its data at any time during an active subscription. On request within the 30-day post-cancellation window, we will provide a machine-readable export.

8. Intellectual Property

All intellectual property in the Platform, including software, interfaces, designs, branding and documentation, vests in and remains with the Provider. Feedback and suggestions submitted by the Subscriber may be used by us without restriction or compensation.

9. Confidentiality

Each party undertakes to keep confidential all non-public information disclosed by the other and to use it only for purposes of this agreement. This obligation survives termination for a period of five years, and indefinitely in respect of personal information and trade secrets.

10. Warranties and Disclaimers

We warrant that the Platform will be provided with reasonable skill and care and will materially conform to its published documentation. Save for that warranty and any rights that cannot be excluded under the Consumer Protection Act, the Platform is provided “as is” and we do not warrant uninterrupted or error-free operation, or that scanning, valuation or reporting outputs are free of inaccuracies introduced by Subscriber Data.

11. Limitation of Liability

• Neither party excludes liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any liability that may not lawfully be limited.
• Subject to the above, our total aggregate liability arising out of or in connection with this agreement, whether in contract, delict or otherwise, is limited to the total Subscription Fees actually paid by the Subscriber in the six months immediately preceding the event giving rise to the claim.
• Neither party is liable for indirect, special, incidental, punitive or consequential loss, including loss of profit, revenue, anticipated savings, business opportunity, goodwill or data, even if advised of the possibility.
• We are not liable for loss arising from the Subscriber’s failure to maintain its own records, incorrect data capture by Authorised Users, or misuse of credentials.

12. Indemnity

The Subscriber indemnifies the Provider against all claims, losses and reasonable legal costs arising from the Subscriber’s unlawful use of the Platform, breach of these Terms, or unlawful processing of personal information loaded into its Workspace.

13. Suspension, Termination and Account Closure

• The Subscriber may cancel at any time from the Billing section. Cancellation takes effect at the end of the current paid billing cycle.
• We may suspend access immediately where there is non-payment beyond 7 days, a security risk, unlawful activity, or a material breach that is not remedied within 14 days of written notice.
• Either party may terminate for convenience on 30 days’ written notice. Termination does not entitle the Subscriber to a refund of fees already paid, save as set out in the Cancellation & Refund Policy.
• On termination, access ceases and Subscriber Data is deleted after the 30-day retention window described in the Privacy Policy.

14. Force Majeure

Neither party is liable for failure to perform where caused by events beyond its reasonable control, including load shedding and grid failure, national fibre or upstream network outages, cloud provider failures, natural disaster, civil unrest, or governmental action.

15. Dispute Resolution and Governing Law

These Terms are governed by the laws of the Republic of South Africa. The parties will first attempt to resolve any dispute by good-faith negotiation between senior representatives within 15 business days. Failing resolution, the dispute will be referred to arbitration under the rules of the Arbitration Foundation of Southern Africa (AFSA), seated in Gauteng and conducted in English. Nothing prevents either party from approaching a court of competent jurisdiction for urgent interdictory relief. The parties consent to the jurisdiction of the Magistrates’ Court in respect of any action instituted.

16. General

• Entire agreement — these Terms, together with the Privacy Policy, Cookie Policy and Cancellation & Refund Policy, constitute the whole agreement.
• Amendments — we may amend these Terms on 30 days’ notice; continued use after the effective date constitutes acceptance.
• Cession — the Subscriber may not cede or assign its rights without our prior written consent, which will not be unreasonably withheld.
• Severability — if any provision is found unenforceable, the remaining provisions continue in full force.
• Notices — notices to us must be sent to privacy@iinventory.online; notices to the Subscriber are sent to the administrator email on record.