Terms of Service

1. About ProAI

The services described on this website are supplied by:

• Registered name: PROAI (Pty) Ltd
• Company registration number: 2022/343301/07
• VAT registration number: 4100322660
• Registered office: 5 Richelieu Street, Coutrai, Paarl, Western Cape, 7646, South Africa
• Director: Gerrit Johannes de Villiers
• Contact email: gerrit@proai.co.za
• Financial year end: February

References to “ProAI”, “we”, “us”, or “our” in these Terms mean PROAI (Pty) Ltd.

2. Definitions

• “Client Data” means any information, documents, credentials, or datasets supplied by the Client to ProAI, or generated by the Client’s use of the Deliverables.
• “Deliverables” means the applications, automations, prompts, configurations, documentation, and other work products described in a Proposal.
• “Effective Date” means the date on which both parties have signed a Proposal, or the date on which the Client pays the deposit invoice, whichever is earlier.
• “Fees” means the amounts payable by the Client for the Services, as set out in the Proposal.
• “Services” means the consulting, design, build, integration, training, and support services described in a Proposal.
• “Third-Party Services” means services and platforms operated by third parties (for example Anthropic, OpenAI, WhatsApp, Twilio, Xero, Zoho, Google, Microsoft) which the Deliverables integrate with or depend on.

3. Acceptance of these Terms

By signing a Proposal, paying a deposit invoice, or otherwise instructing ProAI to commence the Services, the Client accepts these Terms and confirms that the person accepting them is duly authorised to do so on the Client’s behalf.

ProAI may amend these Terms from time to time. The version in force at the Effective Date of each Proposal will govern that engagement. The current version is always published at proai.co.za/terms.html.

4. Services

ProAI supplies bespoke consulting and delivery services in the design, build, integration, and adoption of artificial-intelligence tools for South African small and medium enterprises. The specific Services for each engagement are described in a written Proposal that sets out scope, deliverables, timelines, assumptions, dependencies, and Fees.

ProAI will perform the Services with reasonable skill and care and in accordance with generally accepted standards for professional consulting engagements of a similar nature.

5. Engagement process

Every engagement follows the same basic shape:

1. Discovery. A 30-minute discovery call, followed by an in-depth working session to map the target workflow, identify constraints, and confirm success criteria.
2. Proposal. ProAI issues a written Proposal setting out fixed scope, deliverables, timeline, assumptions, dependencies, and Fees.
3. Acceptance. The Client signs the Proposal and pays the deposit invoice. Work begins.
4. Delivery. ProAI designs, builds, integrates, tests, and delivers each Deliverable, providing regular progress updates.
5. Handover. ProAI documents and trains the Client’s team so the Deliverables can be operated without ongoing ProAI dependency.
6. Post-launch support. ProAI provides the post-launch support period specified in the Proposal (30 or 90 days depending on tier) at no additional cost.

6. Fees and payment

6.1 Fees

Fees are as set out in the Proposal. Published starting prices are visible on the Pricing page. All Fees are stated in South African Rand (ZAR) and are exclusive of Value Added Tax (VAT). PROAI (Pty) Ltd is a registered VAT vendor (VAT number 4100322660) and adds VAT to every invoice at the prevailing rate (currently 15%), shown as a separate line item. A valid tax invoice is issued for every payment.

6.2 Payment schedule

Unless otherwise agreed in writing:

• Starter Sprint and Growth Programme: 50% of Fees payable on signature of the Proposal (deposit); 50% payable on delivery and Client sign-off.
• Embedded Partner (monthly retainer): Retainer invoiced on the first business day of each month and payable within 7 days.

6.3 Payment method

Fees are payable by electronic funds transfer (EFT) to the bank account details shown on the invoice, or by card via a secure payment gateway on request. Banking details will appear on every invoice.

6.4 Late payment

Amounts unpaid after their due date accrue interest at the rate prescribed by the Prescribed Rate of Interest Act, 55 of 1975, calculated from the due date until payment is received. Where a deposit or balance invoice is more than 14 days overdue, ProAI may suspend work in progress until payment is received. Suspension does not extend agreed timelines.

6.5 Currency

All transactions are in South African Rand (ZAR). Where a Client is invoiced in a foreign currency by agreement, the applicable exchange rate will be specified in the Proposal.

7. Deliverables and acceptance

7.1 Delivery

Each Deliverable is provided to the Client together with the documentation and admin credentials needed to operate it. Delivery may be made electronically, by upload to a Client-nominated system, or by any other means specified in the Proposal.

7.2 Acceptance

The Client has 10 business days from delivery to review each Deliverable against the acceptance criteria set out in the Proposal. If the Client raises no written objection within that period, the Deliverable is deemed accepted.

7.3 Corrections

Where the Client raises a reasonable written objection within the acceptance period, ProAI will correct the identified issue at no additional cost provided the issue falls within the agreed scope. Corrections that fall outside the agreed scope will be quoted as a change-request.

7.4 Change requests

Changes to the agreed scope after signature are handled by written change-request. Small tweaks that fit within the original hours are absorbed at no additional cost. Larger changes are quoted and confirmed in writing before work continues.

8. Intellectual property

8.1 Deliverables

On full payment of all Fees for a given Deliverable, ProAI assigns to the Client all right, title, and interest in that Deliverable, including any custom source code, prompts, configurations, and documentation created specifically for the Client under the Proposal. Until full payment is received, ownership of the Deliverable remains with ProAI, and the Client’s use is licensed on a limited, non-transferable basis for testing and acceptance only.

8.2 ProAI Background IP

ProAI retains all right, title, and interest in its pre-existing methodologies, frameworks, reusable prompt patterns, code libraries, and general know-how developed in the course of its business (collectively, “Background IP”). Where Background IP is incorporated into a Deliverable, ProAI grants the Client a perpetual, non-exclusive, royalty-free licence to use, modify, and maintain that Background IP as part of the Deliverable for the Client’s internal business purposes.

8.3 Third-Party IP

Where a Deliverable incorporates Third-Party Services or open-source components, the Client’s use of those components is subject to the applicable third-party licence. ProAI will identify material third-party components in the handover documentation.

8.4 Client materials

The Client retains ownership of all Client Data and materials supplied to ProAI. The Client grants ProAI a limited licence to use those materials for the sole purpose of performing the Services.

8.5 Portfolio rights

ProAI may reference the Client’s name and describe the general nature of the engagement in its portfolio and marketing materials, unless the Client instructs otherwise in writing. ProAI will not disclose confidential specifics of the engagement without the Client’s written consent.

9. Confidentiality

Each party will treat as confidential all non-public information disclosed by the other party in connection with an engagement (“Confidential Information”), and will use that Confidential Information only for the purposes of performing or receiving the Services.

Confidential Information does not include information that: (a) was already known to the receiving party before disclosure without a duty of confidentiality; (b) is or becomes publicly available through no fault of the receiving party; (c) is independently developed without reference to the disclosing party’s information; or (d) must be disclosed by law, court order, or regulatory authority (in which case the receiving party will notify the disclosing party where legally permitted).

The obligations in this clause survive termination of the engagement for a period of 3 years.

10. Data protection and POPIA

ProAI processes personal information in accordance with the Protection of Personal Information Act, 4 of 2013 (“POPIA”). Where an engagement involves the processing of personal information on the Client’s behalf, the parties will enter into a written data-processing agreement before build begins.

Full details of how ProAI handles personal information are set out in the Privacy Policy. Key commitments include:

• Client Data is used only to perform the Services.
• Client Data is not used to train third-party models.
• Hosting is in South African or European Union regions where required by the engagement.
• ProAI implements reasonable technical and organisational measures appropriate to the risk.

11. Warranties and disclaimers

11.1 ProAI warranty

ProAI warrants that the Services will be performed with reasonable skill and care in accordance with generally accepted standards for professional consulting engagements of a similar nature.

11.2 AI outputs

Artificial-intelligence models — including those relied on by the Deliverables — are probabilistic and may produce inaccurate, incomplete, or inconsistent outputs. The Client acknowledges that AI outputs must be reviewed by a competent human before being relied on for high-impact, external, or regulated purposes, and that ProAI has designed the Deliverables to support such review. ProAI does not warrant that AI outputs will be free of errors or fit for any specific purpose beyond that stated in the Proposal.

11.3 Third-Party Services

ProAI does not warrant the availability, accuracy, or performance of Third-Party Services relied on by the Deliverables. Third-Party Services are governed by their own terms and are the responsibility of the third-party provider.

11.4 Consumer Protection Act

Nothing in these Terms limits or excludes any right or remedy the Client may have as a “consumer” under the Consumer Protection Act, 68 of 2008 (“CPA”), to the extent that the CPA applies to the engagement. Where any provision of these Terms would (but for this clause) breach or be unenforceable under the CPA, it is severed to the minimum extent necessary.

12. Limitation of liability

To the maximum extent permitted by law, ProAI’s aggregate liability to the Client arising out of or in connection with an engagement (whether in contract, delict, or otherwise) is limited to the total Fees paid by the Client to ProAI under the relevant Proposal in the 12 months preceding the event giving rise to the claim.

Neither party is liable to the other for any indirect, incidental, special, or consequential loss (including loss of profit, loss of business, loss of goodwill, or loss of data) arising out of or in connection with the engagement.

Nothing in this clause limits liability for: (a) fraud or fraudulent misrepresentation; (b) death or personal injury caused by negligence; or (c) any other liability that cannot be excluded or limited by law.

13. Termination

13.1 Termination for convenience

The Client may terminate an engagement at any time by written notice. ProAI will invoice for work completed up to the termination date on a pro-rata basis, taking account of Deliverables partially completed. Refunds are handled under the Refund & Cancellation Policy.

13.2 Termination for cause

Either party may terminate an engagement immediately by written notice if the other party: (a) commits a material breach that is not remedied within 14 days of written notice; (b) becomes insolvent, is placed under business rescue, or is liquidated; or (c) ceases to carry on business.

13.3 Termination of Embedded Partner

Embedded Partner monthly retainers require 30 days’ written notice from either party. The final month’s retainer is payable in full.

13.4 Consequences

On termination: (a) all outstanding Fees for work completed become immediately payable; (b) ProAI delivers any Deliverables completed and paid for; (c) each party returns or destroys the other’s Confidential Information on request; and (d) accrued rights and clauses that by their nature are intended to survive (including confidentiality, IP, liability, and dispute resolution) continue in force.

14. Refunds and cancellation

Refunds and cancellation are governed by the Refund & Cancellation Policy, which forms part of these Terms.

15. Third-Party Services

Where a Deliverable relies on Third-Party Services, the Client is responsible for maintaining active accounts, subscriptions, and API access with those third parties. ProAI will identify the required Third-Party Services and their expected running costs in the Proposal. ProAI does not mark up Third-Party Service fees; they are billed at cost, either directly to the Client by the third party or passed through on a ProAI invoice with supporting documentation.

16. Force majeure

Neither party is liable for delay or failure in performing its obligations to the extent caused by an event beyond its reasonable control, including natural disaster, war, civil unrest, pandemic, national or regional load-shedding of exceptional duration, extended failure of national telecommunications or internet infrastructure, or acts of government. The affected party will notify the other as soon as reasonably possible and use reasonable efforts to mitigate the impact. If the force-majeure event continues for more than 60 days, either party may terminate the affected engagement by written notice.

17. Governing law and dispute resolution

These Terms and each Proposal are governed by the laws of the Republic of South Africa.

The parties will attempt to resolve any dispute amicably and in good faith before commencing legal proceedings. If the dispute is not resolved within 30 days of one party notifying the other in writing, either party may refer the dispute to mediation under the rules of the Arbitration Foundation of Southern Africa (AFSA).

If mediation does not resolve the dispute within a further 30 days, either party may institute legal proceedings. The parties consent to the jurisdiction of the Western Cape Division of the High Court of South Africa, Cape Town seat, for that purpose.

18. Notices

Notices under these Terms are given in writing and are effective when: (a) delivered by hand; (b) sent by courier to the recipient’s registered office; or (c) sent by email to the address specified in the Proposal (or, in the case of ProAI, to gerrit@proai.co.za) and no bounce-back is received within 24 hours.

19. General

19.1 Entire agreement

These Terms, together with the applicable Proposal, the Refund & Cancellation Policy, and the Privacy Policy, constitute the entire agreement between the parties in relation to the Services and supersede all prior discussions and understandings.

19.2 Variation

No variation of these Terms is effective unless made in writing and signed by both parties.

19.3 Assignment

Neither party may assign or transfer its rights or obligations without the other party’s prior written consent, except that ProAI may assign to an affiliate or successor in the course of a corporate reorganisation.

19.4 Independent contractor

ProAI is an independent contractor. Nothing in these Terms creates an employment, agency, partnership, or joint-venture relationship between the parties.

19.5 No waiver

A failure or delay by either party to exercise a right under these Terms is not a waiver of that right.

19.6 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions continue in full force.

19.7 Contacts

Questions about these Terms may be sent to gerrit@proai.co.za.