1. Services

AccelerateAI provides AI automation services including, but not limited to:

• WhatsApp automation and lead capture systems (ReplyAI)
• AI-powered lead qualification and scoring (LeadIQ)
• Custom business intelligence dashboards (Command Dashboard)
• Custom AI agents and workflow automation
• Ongoing system optimization and support

The specific scope of services for each engagement is defined in a separate Project Contract ("SOW") signed by both parties prior to any work commencing. This Agreement applies in addition to, and does not replace, the terms of the individual Project Contract.

2. Engagement Process

All engagements follow the following process:

2.1 Strategy Call

We offer a complimentary one-hour strategy call to assess your business and identify automation opportunities. This call is provided at no cost and with no obligation to proceed. No proprietary or sensitive information shared during this call will be shared with third parties.

2.2 Proposal and Project Contract

Following the strategy call, we will provide a written proposal outlining the scope, timeline, deliverables, and pricing. Work commences only once a signed Project Contract is in place from both parties.

2.3 Deposit Requirement

A deposit is required before any development work begins. The deposit amount, typically 50% of the total project fee, will be specified in the Project Contract. Deposit payments confirm the Client's intent to proceed and secure their place in our development schedule. Deposits are non-refundable once work has commenced unless AccelerateAI is in material breach of its obligations.

3. Payment Terms

Unless otherwise stated in the Project Contract:

• Deposit (50%): Due upon signing of the Project Contract, before work commences.
• Balance (50%): Due upon delivery of the completed system, prior to go-live or handover.
• Ongoing retainer fees: Billed monthly in advance on the date stipulated in the Project Contract.
• All invoices are payable within 7 calendar days of issue unless otherwise agreed in writing.
• Late payments attract interest at 2% per month on the outstanding balance.
• All prices are quoted exclusive of VAT unless stated otherwise. VAT will be added where applicable.

All payments are to be made via EFT to our nominated South African bank account, details of which are provided on each invoice. We do not accept cash payments.

4. Contracts and Agreements

Every engagement with AccelerateAI is governed by a signed Project Contract in addition to these Terms and Conditions. The Project Contract sets out the specific scope, deliverables, timelines, and pricing applicable to your project. These Terms and Conditions apply to all services, whether or not a separate Project Contract has been signed. In the event of any conflict between these Terms and a Project Contract, the Project Contract shall take precedence.

5. Intellectual Property

5.1 Client-owned upon full payment

Upon receipt of full payment for a project, all custom code, configurations, and deliverables created specifically for the Client ("Custom Deliverables") become the property of the Client. AccelerateAI assigns all intellectual property rights in Custom Deliverables to the Client upon final payment.

5.2 AccelerateAI retained IP

AccelerateAI retains ownership of all proprietary frameworks, templates, tools, processes, and methodologies used in the delivery of services ("Retained IP"). The Client is granted a non-exclusive, non-transferable licence to use Retained IP solely as incorporated in the Custom Deliverables.

5.3 Third-party software

Services may incorporate third-party software, platforms, and APIs (including but not limited to WhatsApp Business API, OpenAI, Google Workspace). The Client agrees to comply with the terms of service of any third-party platforms used.

6. Confidentiality

Both parties agree to keep confidential all proprietary information, business data, client lists, pricing, and technical documentation disclosed during the engagement. This obligation survives the termination of the Agreement for a period of three (3) years. Neither party shall disclose the other's confidential information to any third party without prior written consent, except as required by law.

7. Data Protection and POPIA Compliance

AccelerateAI operates in compliance with the Protection of Personal Information Act 4 of 2013 (POPIA) and any applicable data protection legislation.

• We process personal information only as necessary to deliver the agreed services.
• We do not sell, rent, or trade client or end-user personal information to any third party.
• We implement appropriate technical and organisational measures to protect personal information against unauthorised access, loss, or destruction.
• The Client is responsible for obtaining all necessary consents from their customers for the processing of personal information through systems we build on their behalf.
• In the event of a data breach affecting Client data, we will notify the Client within 72 hours of becoming aware of the breach.

8. Project Timelines and Delivery

We target a 14-day delivery window from project commencement for standard engagements. Timelines are indicative and may be affected by:

• Delayed provision of required assets, credentials, or information by the Client.
• Scope changes requested by the Client after project commencement.
• Third-party platform outages or API changes outside our control.

Any changes to the agreed scope must be agreed upon in writing and may affect timelines and pricing. We will notify the Client promptly of any material delay and its expected impact on delivery.

9. Client Responsibilities

To ensure timely and successful delivery, the Client agrees to:

• Provide timely access to required systems, platforms, credentials, and information.
• Designate a primary point of contact for project communication.
• Review and provide feedback on deliverables within 5 business days of submission.
• Ensure that any information or content provided to AccelerateAI does not infringe the intellectual property rights of any third party.
• Comply with all applicable laws in their use of systems built by AccelerateAI.

10. Limitation of Liability

To the maximum extent permitted by South African law:

• AccelerateAI's total liability to the Client under this Agreement shall not exceed the total fees paid by the Client in the three months preceding the event giving rise to the claim.
• AccelerateAI shall not be liable for any indirect, consequential, special, or punitive damages, including loss of revenue, loss of profits, loss of data, or loss of business opportunity.
• AccelerateAI shall not be liable for failures or interruptions caused by third-party platforms (including WhatsApp, OpenAI, or cloud infrastructure providers).

Nothing in this Agreement limits our liability for fraud, gross negligence, or wilful misconduct.

11. Warranties

AccelerateAI warrants that:

• Services will be performed with reasonable skill and care.
• Custom Deliverables will substantially conform to the specifications set out in the Project Contract.
• We have the right to grant the intellectual property rights described in Section 5.

We do not warrant specific business outcomes (including revenue increases, lead conversion rates, or specific response times) as these depend on factors outside our control, including the Client's industry, market conditions, and business practices.

12. Termination

12.1 Termination by either party

Either party may terminate this Agreement with 30 days' written notice. Fees for work completed up to the termination date remain payable.

12.2 Termination for cause

Either party may terminate immediately if the other party is in material breach of this Agreement and fails to remedy that breach within 14 days of written notice specifying the breach.

12.3 Effect of termination

Upon termination: (a) all outstanding fees become immediately payable; (b) each party will return or destroy the other's confidential information; (c) AccelerateAI will provide reasonable transition assistance at its standard hourly rate.

Clauses relating to intellectual property, confidentiality, limitation of liability, and governing law survive termination.

13. Governing Law and Jurisdiction

This Agreement is governed by and construed in accordance with the laws of the Republic of South Africa. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Gauteng, South Africa. The parties will first attempt to resolve any dispute through good faith negotiation before resorting to legal proceedings.

14. Amendments

AccelerateAI reserves the right to amend these Terms and Conditions at any time. Amendments will be published on our website at accelerateai.co.za/terms.html with an updated "last updated" date. Continued use of our services following the publication of amendments constitutes acceptance of the updated terms. For existing projects, material amendments will require written agreement from both parties.

15. Entire Agreement

These Terms and Conditions, together with any applicable Project Contract, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior negotiations, representations, warranties, and understandings. Any waiver of any provision must be made in writing and signed by the waiving party.

16. Contact

For any questions regarding these Terms and Conditions, please contact us:

• Email: hello@accelerateai.co.za
• Website: accelerateai.co.za