1. Parties & Acceptance of Agreement
This Master Software-as-a-Service Agreement ("Agreement") constitutes a binding legal contract between the subscriber entity or individual creating an account ("Subscriber", "Customer", or "You") and the platform provider ("Company", "Platform Provider", "We", or "Us").
By creating a business account, checking the "I Agree" box on registration, accessing the command dashboard, or deploying mobile guard clock-in terminals, you unconditionally accept and agree to be bound by all terms, conditions, disclaimers, and limitation of liabilities set forth herein.
2. Nature of SaaS Services & Technological Scope
ProSecure OS provides an administrative cloud interface and mobile application endpoints designed to assist private security companies with:
- Biometric facial match verification & GPS geofence clock-in/out telemetry;
- Shift scheduling, roster publishing, and Sector 6 payroll estimation;
- QR-code patrol checkpoint logging and incident recording;
- Client site perimeter tagging, invoice recordkeeping, and equipment registers.
3. Absolute Exclusion of Liability (Physical Incidents & Crimes)
TO THE MAXIMUM EXTENT PERMITTED BY SOUTH AFRICAN LAW:
- No Guarding Liability: The Platform Provider has no control over the physical actions, sobriety, alertness, competence, or physical presence of guards registered on the platform. We bear zero liability for any security breaches, thefts, break-ins, property loss, assault, bodily harm, armed clashes, or fatalities occurring at any client site.
- Assistive Telemetry Only: GPS coordinates, geofence radius calculations (Haversine formula), and biometric facial match scores are assistive indicators dependent on third-party mobile device sensors, GPS satellite signal availability, and cellular data networks. The Platform Provider does not guarantee 100% continuous, uninterrupted, or pinpoint accuracy of geolocation data.
- Statutory Compliance Disclaimer: While the platform provides automated alerts for PSIRA certificate renewals and Sector 6 wage scale calculations, the Subscriber remains solely and exclusively responsible for fulfilling all statutory obligations under the Private Security Industry Regulation Act (PSiRA), Sectoral Determination 6, Basic Conditions of Employment Act (BCEA), Labour Relations Act, and COIDA.
4. Financial Limitation of Liability (Hard Financial Cap)
IN THE UNLIKELY EVENT THAT THE PLATFORM PROVIDER IS FOUND LIABLE FOR ANY DAMAGE, ERROR, BREACH, OR SYSTEM DOWNTIME BY A COMPETENT COURT OF LAW, THE AGGREGATE TOTAL CUMULATIVE LIABILITY OF THE COMPANY SHALL BE STRICTLY LIMITED AND CAPPED AT THE EXACT SUM ACTUALLY PAID BY THE SUBSCRIBER TO THE COMPANY IN THE 1 (ONE) MONTH IMMEDIATELY PRECEDING THE OCCURRENCE OF THE ALLEGED EVENT.
In no event shall the Platform Provider, its shareholders, directors, engineers, or affiliates be liable for any indirect, incidental, consequential, special, punitive, or loss of profits damages whatsoever.
5. Indemnification by Subscriber (Hold Harmless)
The Subscriber agrees to defend, indemnify, and hold harmless the Platform Provider, its officers, employees, and licensors from and against any and all third-party claims, lawsuits, damages, regulatory penalties, legal fees, and liabilities arising out of or related to:
- Any physical security failure, armed encounter, firearm usage, or bodily injury involving the Subscriber's security officers;
- Any dispute, claim, or litigation instituted by the Subscriber's clients against the Subscriber;
- Any labor dispute, unfair labor practice claim, or wage underpayment claim instituted by guards or trade unions;
- Any violation of POPIA, PSIRA regulations, or municipal security bylaws committed by the Subscriber.
6. Disciplinary Penalty Fee Configuration & Wage Deductions
ProSecure OS provides automated disciplinary penalty calculation features (including deductions for late arrivals, skipped patrol checkpoints, missed site inspections, and out-of-bounds geofence breaches):
- The Subscriber is solely responsible for ensuring that all penalty fee schedules, wage deductions, and fines configured in the system comply with Section 34 of the Basic Conditions of Employment Act (BCEA) and applicable sectoral collective agreements.
- The Subscriber warrants that it has obtained written consent or standard employment contract authorization from security guards prior to implementing monetary wage deductions.
- Detailed operational infraction triggers are set forth in the Statutory Disciplinary Code & Penalties Policy.
7. Payment, Billing & Strict Non-Refundability
- ZAR Billing: All SaaS subscription fees are denominated in South African Rand (ZAR) and payable in advance via designated payment gateways (Paystack, direct EFT).
- No Refunds: Subscription fees, once charged or settled, are 100% strictly non-refundable under any circumstance, including partial month usage, account cancellation, or suspension.
- Suspension for Non-Payment: If monthly subscription renewal fails, access to the command workspace and mobile guard clocking endpoints will be immediately suspended without prejudice to outstanding balances.
8. Data Ownership & POPIA Compliance
Under the Protection of Personal Information Act (POPIA), the Subscriber acts as the "Responsible Party" and the Platform Provider acts strictly as an "Operator". The Subscriber warrants that it has lawful authority and explicit consent to upload and process guard identity documents, PSIRA registration numbers, biometric facial images, and GPS coordinates.
9. Governing Law & Exclusive Jurisdiction
This Agreement is governed by and construed in accordance with the laws of the Republic of South Africa. The parties irrevocably consent to the exclusive jurisdiction of the High Court of South Africa (Gauteng Local Division, Johannesburg) for any dispute arising out of this Agreement.