1. Introduction
1.1. By placing an order or by using our services, you agree to be bound by and accept these terms of
service. These are the general terms that govern the relationship between AephoriaLab (Pty) Ltd (we, us,
or our) and you. The terms cover any transaction where we provide goods, a portal, or services to you.
1.2. Order. The commercial terms of each specific transaction will be contained in an order. An order is a
separate document or form that contains the commercial terms of each specific transaction and
incorporates these terms.
1.3. Capacity and authority. If you accept this agreement on behalf of a company or another legal entity, you
warrant that you are a duly authorised representative and that you have the authority to bind such entity,
its affiliates, and all users who access the services through your account to this agreement.
2. Agreement
2.1. Definitions. In the agreement:
AFSA means the Arbitration Foundation of Southern Africa (or its successor or body nominated in writing
by it in its stead);
agreement means the agreement between us and you, consisting of these terms and any orders the
parties enter into;
assessment means the assessment available on the portal for a coach to purchase and to share with
their clients to complete;
authorised user means you or a user in your employ or with whom you are otherwise in a contractual
relationship, who you have assigned credentials to or otherwise sanctioned to use the portal in the role of
coach or coach assistant;
business day means any day within business hours, other than a Saturday, Sunday, or holiday
(including a public or bank holiday) in the Republic of South Africa;
business hours mean our normal business hours on business days;
calendar day means a day counted from midnight to midnight. It includes all days of the month, including
weekends (Saturday and Sunday) and public holidays;
client means a user with whom you are in a contractual relationship, and who you have sent a link for the
purpose of completing an assessment or accessing a report;
coach means the authorised user who uses the portal for the purpose of conducting assessments on
their clients. The coach may be an individual with private clients or an in-house practitioner acting under
the authority of an organisation and conducting assessments on employees within the organisation;
coach assistant means an authorised user that the coach has given delegated access to the coach’s
profile on the portal with limited functionality for the purpose of assisting the coach;
credentials mean a unique username and password that has been assigned to an authorised user;
day means a day counted from midnight to midnight, including all days of the month, Saturdays,
Sundays, and public holidays;
goods mean any goods we provide to you, under orders;
payment gateway means Peach Payment Services (Pty) Ltd (Registration no. 2012/076633/07);
personnel means any representative, including any director, employee, agent, affiliate, consultant, or
contractor;
portal means the Coach Portal available at https://aim.aephoria.co.za/coachportal/login;
report means a report which a coach or coach assistant may access on the portal or send through the
portal to their clients containing information about completed assessments;
services mean any services, including the portal, we or related persons provide to you, under orders;
terms means the terms, consisting of:
• this agreement; and
• any other relevant specific terms, policies, disclaimers, rules and notices that the parties agree on,
(including any that may be applicable to any specific services); unauthorised access means any instance of gaining entry to the portal or using its services by an
individual who does not have explicit permission to do so. This includes access by individuals who have
obtained credentials through theft, coercion, or negligence, as well as those who access the portal
without your or your authorised users’ express consent or beyond the scope of any consent given.
Unauthorised access may occur through various means, including but not limited to hacking, phishing, or
authorised users inadvertent sharing of credentials.
we, us, or our means AephoriaLab (Pty) Ltd (Registration no.: 2023/875633/07) the portal provider that enters into this agreement and those related to it;
website means our website available at https://aephoriagroup.com/;
writing means the reproduction of information or data in physical form or any mode of reproducing
information or data in electronic form that the parties agree to use (like encrypted pdfs), but excludes
information or data in the form of email; and
you, you, your, and customer means the party that enters into this agreement and, if specified in the
agreement, those related to it.
2.2. Interpretation. The following rules apply to the interpretation of the agreement:
• reference headings – clause and subclause headings are for reference only and do not affect
interpretation;
• non-exhaustive lists – whenever a clause lists specific examples or items following a listing word,
such as ‘including’, ‘includes’, ‘excluding’, or ‘excludes’, they will not limit its scope;
• undefined words or phrases – all words or phrases that the agreement does not define have their
ordinary English meaning;
• enactment references – references to any enactment include it as re-enacted, amended, or
extended;
• person references – references to a person includes a natural and juristic person;
• party references – references to a party includes their successors or permitted assigns;
• number of days – when any number of days is prescribed, the first day will be excluded and the
last day included;
• no interpretation against the draftsman – the rule of construction that an agreement must be
interpreted against the party responsible for its drafting or preparation does not apply; and
• time calculations – the parties will use GMT +2 to calculate any times.
2.3. Definitions in the order. Words defined (or assigned a meaning) in an order will have that meaning in
the terms, unless the context clearly indicates otherwise.
2.4. Conflict. If there is a conflict of meaning between these terms and any word or phrase in an order or
other specific terms, the meaning in the order or specific terms will prevail in respect of the relevant
services.
3. Duration
3.1. Commencement. These terms start whenever you accept them by:
• doing so explicitly – such as by checking a checkbox saying that you do or agreeing to an order
that incorporates them by reference;
• using the services in any way – such as by accessing them; or
• exercising any rights granted to you under the agreement;
and continue until terminated.
4. Orders
4.1. Placing orders. You place orders with us whenever you order goods or services through the website or
portal or whenever you start using the services through the portal. These orders are offers to us to
purchase our goods or use our services.
4.2. Invitation to do business. Marketing is merely an invitation to do business and we only conclude the agreement when we actually provide the services to you. This happens when we accept your offer.
4.3. Cancellations. We may cancel any order, but we will refund any money you have paid in relation to that
particular order if we do.
4.4. Time and place. We conclude the agreement when we accept the order and where we are domiciled
when we do.
4.5. Separate agreements. Each order is a separate agreement, but you are deemed to have breached all of
them if you breach one of them.
5. Goods
5.1. Sale. We sell goods to you who purchases the goods on the terms of the agreement.
5.2. Risk and ownership. All risk of loss or damage to the goods will pass to you upon delivery but ownership
of the goods will only pass to you upon full payment of the fees.
5.3. Cancellation before delivery. Either party may cancel any time before delivery, in which case we will
refund any fees you have already paid for the undelivered goods.
5.4. Cancellation after delivery. You may cancel within seven days after delivery, in which case we will
charge you the costs of returning the goods. If you have already paid for the goods, we will refund you
your payment, less the charge of returning the goods.
5.5. No liability for delay. We are not liable to you in terms of this order for any damages caused by or
related to any failure or delay in the delivery of the goods.
6. Services
6.1. Right. We grant you a right to use the services subject to the following limitations:
• duration of agreement – you may only use the services for the duration of the agreement;
• limited to terms – you may only use the services according to these terms;
• non-exclusive – we may allow anyone else to use the services;
• non-transferable – you may not transfer the right to anyone else; and
• specified purposes – you may only use the services for the specified purposes that we’ve
communicated to you in writing from time to time.

6.2. Breach. We may suspend or cancel your right if you breach the agreement.
7. Your data
7.1. Definition. Your data is any data belonging to you, your authorised users, and your clients that:
• you, your authorised users, or your clients (or any third party on your behalf) provide to us; or
• we generate, process, or supply to you, your authorised users, or your clients in providing the
services.
but excludes any derived data that we create for our own purposes or which is proprietary or confidential
to us or our third party contractors.
7.2. You own it. You own all your data, but give us a right to use it to provide the goods or services when you
provide us with access to it.
7.3. We do not own it. We do not own any of your data. However, we do own our derived data. Derived data
is any of our own data that we create from your data, such as through aggregation, de-identification, or
anonymisation.
7.4. Our responsibility. We take the protection of your data very seriously and will always do our best to
protect it. We will
• comply with all relevant laws that affect your data, including data protection, retention, and
destruction laws;
• have due regard to leading industry information security management codes of practice, where
appropriate;

• have an individual to oversee compliance with relevant data protection laws;
• not sell, dispose of, or encumber any of your data or try to do any of those things;
• be able to identify any of your data separately from any other data under our control; and
• not disclose any personal information from your data, other than in terms of the agreement.
7.5. Responsible party. You remain the responsible party for determining the purpose and means of our
processing of your data, including that processing that processing will not place us in breach of any laws.
7.6. Your responsibility. We are not liable for any direct or indirect loss or damage suffered by you
attributable to:
• your or an authorised user’s failure to maintain the confidentiality of your or their credentials; or
• an authorised user or client’s failure to maintain the confidentiality of assessments, reports, or other
data we provide to them through the portal.

7.7. Indemnity. You agree to indemnify, defend, and hold us harmless (and those related to us and our
personnel, co-branders or other partners) from and against any claim, demand, loss, damage, cost, or
liability (including legal costs) arising out of or relating to you failing to comply with your obligations under
this clause. If permissible under applicable law, legal costs will be on an attorney and own client basis.
7.8. Subcontracting. Subcontracting involves engaging a subcontractor outside our organisation to do work
as part of providing the services. Where you are the responsible party or controller in the data processing
relationship, we may subcontract work involving your data, if we:
• notify you in writing of: (i) the purpose of sharing your data with the subcontractor; and (ii) how we
have carried out due diligence on them;
• do so only through a written agreement with the subcontractor which imposes the same obligations
on them as are imposed on us; and
• remain fully liable for any processing of your data under the agreement by our subcontractor.
7.9. Location. Your data will remain wherever we place it initially, unless we have to transfer it to another
country to comply with our obligations to you. You consent to us transferring it to our group of companies,
associated companies, service providers, or agents who may be located in other countries for the
purpose of providing the services.
7.10. Notification. You must notify us:
• of any known breach of our privacy policy; and
• in writing, as soon as reasonably practicable, if you become aware of any unauthorised access to an
authorised user’s account, or a report.

8. Confidential information
8.1. Definition. Confidential information is any information you share with us under this agreement that you
intend for us to keep secret. This includes personal information, business records, and details about your
clients.
8.2. Responsibilities. We will keep any confidential information we receive from you under this agreement
confidential and we will:
• protect your interests;
• only use it to comply with our responsibilities under the agreement;
• only give it to our personnel who need it (and only as much as they need);
• use reasonable security procedures to ensure our personnel keep it confidential;
• obtain promises of confidentiality from those personnel who need access to the information;
• not reveal the information to anyone else; and
• not use it for any purpose other than under this agreement.
8.3. End of agreement. When the agreement ends, we will destroy all confidential information we received
from you, unless:
• we are required to retain it by law or for legitimate business purposes;
• you agree that we may retain it;
• you expressly request we return it to you;
• it is lawfully in the public domain;
• it is provided to us by someone else who is allowed to reveal it; or
• we need to disclose it to comply with a court order or other legal duty.
8.4. Survival. This confidentiality clause is separate from the rest of the agreement and remains valid for ten
years after the agreement ends.

9. Intellectual property
9.1. Ownership. We or our third-party licensors own all proprietary rights in our goods and services, and we
or they may take action if you violate those rights.
9.2. Our materials. Our materials include anything we have or acquire rights in and use to fulfill our
obligations under this agreement.
9.3. Retention of rights. We own all intellectual property rights in our materials, and you may not use these
rights without our permission. You do not acquire any ownership rights in our materials when we provide
goods or services to you.
9.4. Licence to use. We grant you a non-transferable, non-exclusive licence to use our intellectual property
solely in connection with the goods or services provided under this agreement.
9.5. Our trademarks. Our trademarks are our property, and you may not use them without our permission. All
other trademarks are the property of their respective owners.
9.6. Restrictions. You may not modify, rent, reverse engineer, or copy our goods or services without our
permission.
9.7. Your intellectual property. You grant us a non-exclusive, royalty-free licence to use any of your
trademarks and copyright works that you provide to us for the purpose of delivering the goods or services.
We may not use them for any other purpose without your prior written permission. This licence
automatically expires when the agreement ends. You retain all rights in your trademarks and copyright
works despite this licence.

10. Fees and payment
10.1. Method of payment. You will pay us the fees in accordance with the order.
10.2. AephoriaLabs bank account. Our bank account details will not change. Where you pay us directly, it
is your responsibility to ensure that your payments are paid into our bank account, as set out in the
relevant order. We will not be liable for any incorrect payments made into any other bank accounts. Due
to the potential for cybercrime we will never use email, telephone or a purported bank stamped document
to provide customer with any instruction of a change in our bank details. Please do not rely on the bank
details provided on our invoices as it is also possible for cyber criminals to intercept and falsify these. If
you receive any correspondence about a change in our bank details you should treat it as suspicious and
invalid and report it to us at hello@aephoria.com as soon as possible for investigation. In the highly
unlikely event that we ever wish to change our bank details, we would only do so via a signed
amendment to this agreement. You undertake to ensure that your finance function responsible for
payments is aware of the information contained in this clause.
10.3. Payment. You will pay us the fees on the due date in the manner agreed between the parties in writing.
You may not withhold payment of any amount due to us for any reason.
10.4. Late payments. Additional charges agreed between the parties in writing apply to any payment we
receive after the due date and you must pay them to us on demand. We may stop providing any services
until you have paid all amounts due.
10.5. Interest. Overdue amounts on any outstanding invoice will bear interest for our benefit from its due date until you pay it at 2% above the prime (or prime lending) rate. Interest will be payable on a claim for
damages from when the damages were suffered.
10.6. Appropriation. We may use any money you pay us to settle your indebtedness under the agreement,
despite any particular reason you may have paid it to us.
10.7. Certificate. We may appoint an accountant to sign a certificate that will be proof of the amount due by
you and the date on which it is payable.
10.8. Tax. All fees exclude any tax (unless indicated otherwise). You will be liable to pay applicable taxes in
addition to the fees.
10.9. Payment profile. We may provide any registered credit bureau with information about your payment of
amounts.

11. Payment gateway
11.1. Payment methods. We accept the following payment methods through the payment gateway:
• debit card,
• credit card, or
• Pay by Bank – EFT payments.
11.2. Payment gateway terms and conditions. All payments you make through our website are processed by
our payment gateway. By making a purchase, you authorise the payment gateway to process your
transaction and agree to abide by their terms and conditions.
11.3. Security. The payment gateway handles all debit and credit card transactions on our behalf, uses
industry-standard encryption and security measures to protect your payment information.
11.4. Our liability. We are not liable for any direct or indirect losses or damages that arise solely from the
actions or failures of the payment gateway, to the extent permitted by applicable law.
11.5. Payment verification. A Certificate Authority (or CA) checks, verifies, and certifies our payment
gateway’s company registration documents and domains to ensure that nobody can impersonate them to
get your payment information.
11.6. Secure URL. Once you begin the payment process, your browser will establish a secure Internet
connection with our payment gateway. You can see this when the website URL changes from ‘http’ to
‘https’ and a small padlock symbol appears.
11.7. Refunds and cancellations. We will process refunds according to our refund policy and will issue
refunds through the payment gateway. Please refer to our refund policy for more details.
11.8. Disputes. If you have any disputes regarding a payment, please contact hello@aephoria.com.
11.9. Indemnification. You agree to indemnify and hold us harmless from any direct or indirect claims,
damages, losses, or expenses (including legal fees) arising from your breach of these terms or misuse of
the payment gateway, to the extent that such claims are not due to our own negligence or intentional
breach of duty.
11.10. Consumer Protection. Nothing in this agreement is intended to limit your rights as a consumer under the
Consumer Protection Act 68 of 2008 or any other applicable legislation.

12. Our warranties
12.1. Goods and service warranties. We warrant that we will:
• employ enough trained personnel with the knowledge and expertise to provide the services;
• use reasonable efforts consistent with prevailing industry standards to maintain the services; and
• provide the goods and services in accordance with all applicable laws.
12.2. General warranties. We warrant further that we:
• have the legal right and authority to perform our obligations under the agreement; and
• will not intentionally introduce any malicious software into your systems.

13. Disclaimer of warranties
13.1. Disclaimer. You use the goods and services at your own risk and except for the warranties given in this
agreement and to the extent allowed by law, we expressly disclaim all representations, warranties, or
conditions of any kind, whether express or implied. We are not liable for any defect that you cause or that
a third party causes.
13.2. Exclusion of liability. Despite our warranties, we are not liable for any defects that your negligence,
failure to follow our instructions, or misuse causes.
13.3. Security software. You should keep up-to-date security software on any systems used to access the
services.

14. Your warranties
14.1. Agreement warranties. You warrant that:
• no one has induced you to enter into the agreement by any prior representations, warranties, or
guarantees; and
• you are not breaching any other agreement by entering into the agreement.
14.2. Indemnity. You indemnify us against any claim for damages by any third party resulting from a breach of
your warranties, including all legal costs which will be recoverable on the attorney and own-client scale.

15. Limitation of liability
15.1. Direct damages limited. We are only liable to you for any direct damages that the goods or services may
cause up to the total amount of fees that you have already paid us for them in the preceding 12 months.
15.2. Unauthorised access liability excluded. We are not liable to you for any damages you suffer
attributable to unauthorised access caused by your or your authorised users’ negligence.
15.3. Indirect damages excluded. We are not liable for any other damages or losses that the services may
cause you.
15.4. Your default. We are not liable for any damage or loss that your breach, misrepresentation, or mistake
causes.
15.5. This limitation of liability clause prevails. To avoid all doubt, and despite the conflict provisions in
clause 2.4 of these terms, no order can ever supersede the limitation of our liability and the exclusion of
indirect damages in this clause.
15.6. Severability. This clause is separate from the rest of the agreement and remains valid for ten years after
the end of the agreement.

16. Breach and termination
16.1. Breach. If either party
• does not fix a breach within seven days of receiving written notice from the other party;
• breaches the agreement materially twice or more in six months;
• is bankrupt or has some legal disability;
• takes steps to or is closed down (such as becoming insolvent or entering sequestration);
• makes any settlement or arrangement with their creditors; or
• fails to pay a court order against themselves for a significant amount within 21 days;
then the other party may, without prejudice to any of its rights:
• make the party comply with the agreement; or
• immediately cancel the agreement in writing and claim damages from the other party, including fees
already due.
16.2. Suspension. We may immediately suspend your right to use the services if:
• you try to gain unauthorised access to them;
• you are using them in a manner that contravenes this agreement or the Coaches’ Code of Conduct;
• we decide that your use poses a security threat to us or another user other than you;
• there is evidence of fraud on your account; or
• we believe you are using them for an illegal purpose or in way that infringes a third party’s rights.

17. Termination
17.1. Termination for good cause. We may need to terminate the agreement immediately if:
• we discontinue or stop providing the goods or services;
• believe providing the goods or services could burden or pose a risk to us;
• have to terminate to comply with a law; or
• determine that providing the goods or services has become impractical.
If we need to terminate, we will give you as much notice as reasonably possible in writing.
17.2. Termination for convenience. You may terminate the agreement at any time by requesting the deletion
of your account through the portal’s account management or by contacting our support team at
hello@aephoria.com.
17.3. Duties on termination. We will stop providing the services, you will no longer be able to access them,
and we may erase your data on termination, cancellation, or expiry of the agreement, unless we are
required to retain it by law or for legitimate business purposes.

18. Effect of termination
18.1. Acceleration. All amounts due to us for the services become due and payable on termination,
cancellation, or expiry of the agreement.
18.2. Assistance. We may provide you with post termination assistance (such as data retrieval) subject to
additional fees and conditions.
18.3. No expectation. The agreement does not create any expectation of continued service, agreement
renewal, or any further agreement between the parties.

19. Dispute resolution
19.1. Mediation. If negotiation fails, the parties must refer the dispute to mediation under AFSA’s rules. AFSA
means the Arbitration Foundation of Southern Africa (or its successor or body nominated in writing by it in
its stead).
19.2. Arbitration. If mediation fails, the parties must refer the dispute within 15 business days to arbitration
(including any appeal against the arbitrator’s decision) under AFSA’s latest rules for expedited
arbitrations. The arbitration will be held in English in Cape Town. The parties will agree to appoint one
arbitrator. If the parties cannot agree on the arbitrator within 10 business days after the referral, the
Secretariat of AFSA will appoint the arbitrator.

20. General
20.1. Governing law. South African law governs this agreement.
20.2. Jurisdiction. You consent to the jurisdiction of the Magistrate’s Court in respect of any action or
proceedings that we may bring against you in connection with this agreement, even if the action or
proceedings would otherwise be beyond its jurisdiction without prejudice to either party’s right to institute
any action in any other court having jurisdiction.
20.3. Notices and domicile. The parties will send all notices to each others’ email addresses and choose their
respective street addresses as their service addresses for all legal documents. Our email and street addresses are available on our website, while you provide your email and street addresses to us when
concluding the agreement. The parties may change either address on 14 calendar days written notice to
the other.
20.4. Beyond human control. Neither party is responsible for breach of the agreement caused by
circumstances beyond human control, but the other party may cancel the agreement on written notice to
the other if the circumstances persist for more than 60 calendar days.
20.5. Assignment. You may not assign the agreement to anyone. We may assign it to any successor or
purchaser of our business or some of our assets.
20.6. Relationship. The agreement does not create an employment relationship between the parties.
20.7. Acceptance of privacy policy. By agreeing to these terms, you confirm that you have read, understood
and agree to be bound by the terms of our privacy policy at https://aephoriagroup.com/company-policies/.
20.8. Entire agreement. The agreement is the entire agreement between the parties on the subject.
20.9. Changes. We will notify you of any changes to the agreement by email or notice on the portal. Those
changes will only apply 30 days after we send the notification. If you do not agree with the changes, you
must stop using the services. If you continue to use the services following notification of a change, the
changed terms will apply to you and you will be deemed to have accepted them.
20.10. Waiver. Any favour we may allow you will not affect any of our rights against you.
20.11. Severability. Any term that is invalid, unenforceable, or illegal may be removed from the agreement
without affecting the rest of it.
20.12. Survival. The termination, cancellation, or expiry of this agreement will not affect the enforceability of the
terms that are intended to operate after expiry or termination.