Terms of Service

Seeded Systems (Pty) Ltd
Registration number: 2026/675044/07

Effective date: 15 September 2026
Last updated: 22 September 2026

1. About These Terms

These Terms of Service ("Terms") govern your use of seededsystems.co.za (the "Website") and any services you engage us to provide.

They apply to two kinds of people, and it is worth knowing which one you are:

• Visitors. If you are browsing the Website, using our online estimate tool, speaking to one of our agents, or booking a call, Sections 1 to 5 and 11 to 28 apply to you.
• Clients. If you have accepted a proposal from us, all of these Terms apply, together with your proposal.

Our details

In these Terms, "we", "us" and "our" mean Seeded Systems (Pty) Ltd. "You" and "your" mean the person or business using the Website or receiving our services.

2. Acceptance and Which Document Wins

You accept these Terms by using the Website, or by accepting a proposal from us.

We set out the work, the fees and the timing in a written proposal. You accept a proposal by signing it and returning it to us, or by confirming your acceptance in writing by email. Work begins once we have your acceptance and any payment that is due on acceptance.

Where your proposal and these Terms disagree, your proposal wins. These Terms fill the gaps your proposal does not cover. If we have signed a separate written agreement with you, that agreement wins over both.

No quote, estimate, or figure produced by our Website is an offer. The estimate tool gives an illustrative number based on figures you enter yourself. It is not a quote, it is not binding on either of us, and nothing is agreed until a proposal is accepted.

3. Eligibility

To use our services you must:

• be at least 18 years old;
• be acting for a business, not as a private consumer; and
• have the authority to enter into a binding agreement for that business.

We provide services to businesses in South Africa. We do not currently market to or target customers outside South Africa.

4. What We Do

We provide some or all of the following, as set out in your proposal:

• Websites. Design, build, copy, launch and handover of a business website.
• Hosting and upkeep. Hosting, SSL, uptime monitoring, backups and routine maintenance of a site we built.
• Search work. Ongoing work on your search presence, listings and page wording.
• Conversation agents. An AI agent on your website or messaging channels that answers customer questions and passes real enquiries to you.
• Voice agents. An AI phone agent that answers calls, handles routine questions and takes messages.

We may change how a service works, or the tools behind it, as long as the service you are paying for keeps doing the job described in your proposal. If a change materially reduces what you receive, Section 16 applies.

5. Free Trials

We sometimes offer a free trial of an agent so you can see it work before you commit.

• A trial runs for the period we agree in writing, and ends automatically.
• A trial carries no obligation on you to continue, and no obligation on us to keep the trial running.
• We may end a trial at any time, for any reason, without notice.
• Trials are provided as they are, with no promises about availability, performance or accuracy. The disclaimers in Section 19 apply in full.
• A trial does not roll into a paid plan automatically. We will not invoice you for a paid service unless you have accepted a proposal for it.
• When a trial ends without becoming a paid engagement, we switch the agent off and delete its configuration and conversation logs within a reasonable period. Ask us in writing if you want that done sooner.

6. Fees, Invoicing and Payment

6.1 What you pay

Your proposal sets out every amount you owe and when it falls due. Depending on what you have engaged us for, that may include:

• a set-up fee, payable when the engagement begins;
• a website build fee, payable as set out in your proposal;
• a monthly retainer for running and supporting an agent;
• a periodic fee for hosting and upkeep; and
• usage charges above the caps in your proposal, as described in Section 7.

6.2 Third-party costs are included

We pay the AI and infrastructure providers behind your services — including the language model, agent platform and voice telephony providers — and we recover those costs inside the fees in your proposal. You do not receive a separate invoice from us for provider usage within your caps, and you do not need your own accounts with those providers unless your proposal says otherwise.

6.3 Invoicing

Invoices are payable on receipt unless your proposal states otherwise.

We may suspend services on any account that remains unpaid after we have given you written notice and a reasonable opportunity to pay. Suspension does not cancel what you already owe.

6.4 VAT and other taxes

Our fees exclude VAT. We add VAT only if and when we are registered for it, and we will tell you before that first appears on an invoice.

6.5 No refunds

Fees already paid are not refundable, except where:

• your proposal expressly provides for a refund;
• you cancel within the cooling-off period in Section 18; or
• the law requires a refund.

This reflects the fact that our costs are incurred as the work is done, not when it is delivered.

7. Usage Caps and Fair Use

Agent services include a usage allowance — for example a number of conversations, messages or call minutes in a billing period. Your proposal sets out your allowance.

• Usage above your allowance is charged at the per-message or per-minute rate in your proposal.
• We will tell you when your usage is approaching your allowance, so that an overage is never the first you hear of it.
• Allowances do not carry over between periods unless your proposal says so.
• If your usage settles at a level well above your allowance, we will come to you to agree a plan that fits, rather than letting overage charges accumulate.

We may apply reasonable technical limits — for example on message rates or call concurrency — to keep a service stable for everyone. We will not use those limits to reduce what your proposal entitles you to.

8. Your Responsibilities

You agree to:

• give us the content, access, approvals and information we need to do the work, within a reasonable time;
• make sure everything you give us is accurate, lawful, and yours to give;
• keep the login details and access we give you secure, and tell us promptly if you think they have been compromised;
• review what an agent is configured to say before it goes live, and tell us promptly if it says anything wrong;
• keep your own customers properly informed about your use of AI agents, as Section 12.5 describes; and
• use our services lawfully.

Delays caused by waiting on you do not change what you owe, and may move agreed dates.

9. Prohibited Uses

You may not use our services, or allow anyone else to use them, to:

• break the law, or help anyone else break it;
• send unsolicited bulk messages, or market to people who have not agreed to receive it;
• impersonate another person or business, or let an agent claim to be a human when directly asked;
• handle payment card details, passwords, ID numbers, or health records through an agent, unless we have agreed that in writing and built for it;
• give medical, legal, financial or other regulated professional advice through an agent;
• publish or generate content that is unlawful, defamatory, hateful, or sexually explicit;
• infringe anyone's intellectual property;
• attempt to extract, copy, reverse engineer or resell the prompts, configuration or underlying systems behind an agent we built; or
• deliberately overload, probe or interfere with our systems or our providers' systems.

Breaking this section is a material breach. Section 17.4 sets out what we may do about it.

10. Our Rights

We may:

• suspend a service where you are in material breach, where an account is unpaid after notice, where we are required to by law, or where continuing would expose us or a third party to real risk;
• refuse or stop work that we believe is unlawful, misleading, or likely to harm someone;
• change the tools and providers behind a service, provided the service keeps doing what your proposal describes; and
• decline to work with anyone, before a proposal is accepted, for any lawful reason.

Wherever it is practical to do so, we will tell you before we suspend anything and give you a chance to put it right.

11. The Website and Our Demonstrations

The Website is provided for information. The estimate tool, the chat demonstration and the voice demonstration on the Website are illustrations of what we build. They are not advice, and the figures they produce are not quotes.

We may change, move or remove anything on the Website at any time.

12. AI Services

This section is the one to read twice. It governs everything we build that uses artificial intelligence.

12.1 AI gets things wrong

AI agents make mistakes. They can misunderstand a question, answer with information that is out of date, state something confidently that is not correct, mishear a caller, or fail to pick up a nuance a person would catch.

This is a known property of the technology, not a defect in our work, and no amount of configuration removes it. We build to reduce it — grounding agents in your own material, restricting what they are permitted to claim, and handing over to a person when a conversation needs one — but we do not warrant that any agent will be accurate, complete, or suitable for a particular decision.

Do not use an agent as the only safeguard on anything that matters. Anything an agent produces that carries consequences — a booking, a quoted figure, a commitment to a customer — should be checked by a person before it is relied on.

12.2 No professional advice

Our agents do not give medical, legal, financial, or other regulated professional advice, and must not be configured to. Where you operate in a regulated field, it is your responsibility to make sure what your agent says stays inside the rules that apply to you, and that a qualified person reviews it.

12.3 You are responsible for what your agent says

An agent we build for you speaks to your customers in your name. As between you and us, you are responsible for what it says and does on your behalf, and for the consequences of your customers relying on it.

We are responsible for building it competently, configuring it as agreed, and fixing faults we introduce. We are not responsible for the commercial outcome of a conversation it has.

12.4 We do not train models on your data

We do not use your data, your customers' data, or your agent's conversations to train or fine-tune any AI model. We use AI providers through business APIs whose terms exclude training on data sent to them. If that position ever changes, we will ask for your explicit consent first.

12.5 Recording, notices and your own obligations

Voice agents create call audio and transcripts, and conversation agents create conversation logs. Where we run an agent for you, you are the responsible party for your customers' personal information and we are your operator.

That means you must:

• tell your customers that they are dealing with an automated system and that the conversation is recorded or logged, in the way the law requires; and
• have your own privacy notice covering it.

We will build the disclosures you ask for into the agent, and we will process that information only on your instructions. Where the law requires a written data processing agreement between us, we will enter into one.

Our own handling of personal information is described in our Privacy Policy.

12.6 Our providers can change

Our services depend on third-party AI and telephony providers. Those providers may change their pricing, change their models, restrict what they allow, or stop operating, and we do not control any of that.

If a provider change materially increases our cost of running your service, or makes it impossible to keep running, we may:

• pass on the increase, on at least one month's written notice, in which case you may cancel under Section 17 without penalty rather than accept it; or
• move you to an equivalent provider; or
• discontinue the affected service on reasonable written notice, refunding any fee you have paid for a period we will not deliver.

12.7 AI output is not unique

Output generated by an AI system is not necessarily original or exclusive to you. A similar prompt may produce similar output for someone else. We do not warrant that anything an AI system generates is unique, and we cannot assign rights in material that nobody can own.

13. Intellectual Property

13.1 What becomes yours

On final payment of all amounts due for a website, the design, code, content we wrote for it, and the domain become yours. Until then they remain ours, and your right to use them is a licence that lasts as long as your account is in good standing.

13.2 What stays ours

We keep ownership of everything we bring to the work rather than create for it, including:

• our tools, templates, component libraries, build pipelines and internal systems;
• the prompts, configuration patterns and agent architecture behind the agents we build, as distinct from your content inside them;
• anything we developed before the engagement, or independently of it; and
• our skills, methods and know-how.

You receive a licence to use those things as part of the deliverable we hand you. You do not receive the right to extract them, resell them, or use them to build a competing product.

We may reuse generic components, patterns and code that are not specific to your business, on other projects. Nothing in this section lets us reuse your content, your brand, or anything confidential to you.

13.3 Your content

You keep ownership of everything you give us. You give us a licence to use it for as long as we need it to do the work, and you confirm that you have the right to give it to us.

13.4 Showing our work

We may show work we have done for you publicly — on our website, in proposals, in a portfolio, and in marketing — including screenshots, your name and your logo. We will not disclose anything you have told us is confidential, and we will take a piece down on written request.

13.5 Our Website

Everything on our Website belongs to us or our licensors. You may not copy, reproduce or adapt it without our written permission, other than ordinary browsing and sharing of links.

14. Third-Party Services

Our services rely on third parties — hosting, AI providers, telephony, calendars, CRM and payment processing. Those services have their own terms, and we do not control them.

We choose our providers with care and we remain your point of contact. But we are not liable for a third party's outage, error, price change or withdrawal beyond what Section 12.6 and Section 20 set out.

Where you ask us to work with a provider you have chosen, you are responsible for your relationship with them, including their fees.

15. Hosting, Availability and Support

We provide hosting, upkeep and support on a best-efforts basis.

• We do not offer a guaranteed uptime percentage and we do not credit downtime.
• We aim to respond to support requests promptly during South African business hours, and to deal with anything that has taken a site or agent offline as a priority.
• Backups are taken as part of an upkeep plan. We will use them to restore a site where we can, but we do not warrant that every version of every file can be recovered.
• Planned maintenance that we expect to interrupt a service will be notified in advance where practical.

If you need a contractual uptime commitment, tell us and we will price it separately. Without that, this section is the whole of what we promise.

16. Changes to Services and Fees

We may change our fees for ongoing services on at least one month's written notice. If you do not accept a change, you may cancel the affected service before it takes effect and you will not be charged the new amount.

Fees for work already accepted in a proposal do not change, unless the scope changes and we agree that in writing.

We may change or improve how a service works at any time. If a change materially reduces what you receive and we cannot put it right within a reasonable period, you may cancel the affected service and we will refund any fee you have paid for a period we will not deliver.

17. Cancellation and Termination

17.1 You may cancel at any time

You may cancel an ongoing service at any time, with immediate effect, by telling us in writing. We do not require a notice period and we do not charge a cancellation fee.

17.2 What happens to money

Cancellation stops future charges. It does not refund what you have already paid, except as set out in Section 6.5, Section 16 or Section 18. Amounts already invoiced or already incurred — including usage above your allowance — remain payable.

17.3 Project work

You may cancel a project before it is delivered. Section 6.5 applies to what you have paid, and your proposal governs anything it says about cancellation before launch.

17.4 We may terminate

We may terminate any service, immediately and on written notice, if you:

• materially breach these Terms and do not fix it within 14 days of being asked;
• breach Section 9 in a way that cannot be fixed;
• fail to pay after we have given you notice and a reasonable chance to pay; or
• become insolvent, are liquidated, or are placed under business rescue.

17.5 What happens on termination

When an engagement ends, for whatever reason:

• your right to use anything not yet paid for ends;
• we switch off any agent we run for you;
• we will, on written request made within 30 days, give you a reasonable export of your content and data in a format we already hold it in;
• we delete or anonymise personal information in line with our Privacy Policy; and
• the sections that are meant to survive — 6, 9, 12, 13, 19, 20, 21, 22, 25 and 26 — continue to apply.

Where a website has been paid for in full, it is yours, and we will co-operate reasonably with a handover to you or another supplier. We may charge for handover work that goes beyond a reasonable export.

18. Cooling-Off Rights

If you entered into an agreement with us as a result of direct marketing — for example a cold call, a direct message, or an approach we made to you rather than an enquiry you made to us — the Consumer Protection Act 68 of 2008 gives you the right to cancel that agreement within 5 business days, in writing, without reason and without penalty.

Where that right applies, we will refund what you have paid, and we may charge you for anything you have already received and kept the benefit of, to the extent the law allows.

The Consumer Protection Act protects individuals and also businesses below the threshold set by the Minister. Where it applies to you, nothing in these Terms limits your rights under it, and anything in these Terms that conflicts with it does not apply to you.

19. Warranties and Disclaimers

We warrant that we will perform our services with reasonable skill and care, by people competent to do the work.

Beyond that, and to the fullest extent the law allows, our services are provided as they are. In particular we do not warrant that:

• a website, agent or system will be uninterrupted, error-free or secure;
• an AI agent will be accurate, complete or fit for any particular decision (see Section 12.1);
• any commercial result will follow — we do not promise leads, bookings, rankings, revenue or any other outcome;
• search engine positions will improve or be maintained, as no supplier controls a search engine's ranking; or
• third-party services will remain available or unchanged.

Any estimate, projection or figure we give you — including anything produced by our estimate tool — is an illustration, not a promise.

Nothing in these Terms excludes liability that cannot lawfully be excluded, including liability for death or personal injury caused by negligence, for fraud, or under the Consumer Protection Act where it applies to you.

20. Limitation of Liability

Subject to Section 19:

• Neither of us is liable for indirect or consequential loss — including lost profit, lost revenue, lost business, lost goodwill, lost or corrupted data, or wasted expenditure — even if it was foreseeable.
• Our total liability arising out of or in connection with these Terms and our services, whether in contract, delict or otherwise, is limited in aggregate to the fees you paid us in the three months immediately before the event that gave rise to the claim.
• We are not liable for loss caused by your content, your instructions, your failure to review an agent's configuration, a third-party provider's act or omission, or your own customers' reliance on an AI agent.

These limits reflect the fees we charge and the allocation of risk we have both accepted. Without them our fees would be materially higher.

21. Indemnity

You indemnify us against any claim, loss, damage or cost (including reasonable legal costs) arising from:

• content, data, instructions or materials you gave us;
• your use of our services in breach of Section 9;
• your breach of a law that applies to your business or your industry;
• a claim by one of your customers arising from what an agent said or did on your behalf, except to the extent it results from our breach of these Terms; and
• your failure to give your customers the notices described in Section 12.5.

We will tell you promptly about any claim we want to be indemnified for, and we will not settle it without talking to you first.

22. Confidentiality

Each of us will keep the other's confidential information confidential, use it only for the engagement, and protect it with at least reasonable care. This covers commercial terms, customer information, credentials, and anything marked or obviously confidential.

It does not cover information that is public through no fault of the receiver, was already lawfully known, is independently developed, or must be disclosed by law.

This obligation continues for three years after the engagement ends, and indefinitely for personal information and credentials.

23. Data Protection

Our collection and use of personal information is described in our Privacy Policy, which forms part of these Terms.

Where we process personal information on your behalf — which is the case for any agent we run for you — you are the responsible party and we are your operator under the Protection of Personal Information Act 4 of 2013. We will process that information only on your documented instructions, keep it confidential, secure it appropriately, and enter into a written data processing agreement with you where required.

24. Force Majeure

Neither of us is liable for a failure or delay caused by something outside our reasonable control, including network or power failure, provider outage, cyber attack, natural disaster, epidemic, war, civil unrest, or a change in law.

If such an event continues for more than 30 days, either of us may cancel the affected service on written notice, and we will refund any fee paid for a period not delivered.

25. Governing Law and Disputes

These Terms are governed by the law of the Republic of South Africa.

If something goes wrong, we would rather fix it than argue about it. Before starting legal proceedings, each of us agrees to raise the issue in writing and to give the other 14 days to resolve it.

If that does not work, we both consent to the jurisdiction of the courts of Gauteng, sitting in Pretoria, including the Magistrate's Court, even where a claim would otherwise exceed its jurisdiction.

Nothing here prevents either of us from seeking urgent interim relief from any court with jurisdiction.

26. General

• Whole agreement. These Terms, your proposal, and our Privacy Policy are the whole agreement between us, and replace anything said or written before.
• Order of precedence. A signed agreement, then your proposal, then these Terms.
• Assignment. You may not transfer your rights under these Terms without our written consent. We may transfer ours as part of a sale or restructure of our business, on notice to you.
• No partnership. Nothing here makes either of us the other's agent, partner or employee.
• Notices. Notices to us go to support@seededsystems.co.za. Notices to you go to the email address on your account. Email is valid written notice.
• Severability. If a provision is unenforceable, the rest stays in force and the provision is read down to the minimum extent needed.
• No waiver. If we do not enforce something immediately, we have not given up the right to enforce it later.
• Subcontracting. We may use subcontractors, and we remain responsible for their work.

27. Changes to These Terms

We may update these Terms. The current version is always at https://seededsystems.co.za/terms, with the "last updated" date at the top.

For visitors, a change takes effect when published. For clients, we will give at least one month's written notice of any change that materially affects you, and you may cancel under Section 17 rather than accept it. Changes do not apply retrospectively to work already accepted in a proposal.

28. Contact Us

Seeded Systems (Pty) Ltd
11 High Ridge Place, 294 Neptune Street, Waterkloof Ridge, Pretoria, Gauteng, 0181, South Africa
Registration number: 2026/675044/07
https://seededsystems.co.za