Terms & Conditions.

01 Definitions & Interpretation

In these Terms & Conditions ("Terms"), unless the context clearly requires otherwise, the following definitions apply:

HiveCliq / we / us / our

HiveCliq (Pty) Ltd, a private company duly incorporated under the laws of the Republic of South Africa, trading online at hivecliq.com and hivecliq.online and its affiliated subdomains.

Client / you / your

The natural person, juristic person, business, organisation or entity that accepts these Terms by signing a proposal, making payment, accessing any HiveCliq platform, or ticking an electronic acceptance checkbox on our websites or applications.

Services

All products, platforms, software, subscriptions, implementations, consulting, training, support, retainers, advertising management, content creation, automation builds, AI agents, managed hosting and any other deliverables provided by HiveCliq from time to time.

Platform

Any software, application, dashboard, portal, CRM, communications tool, website, automation engine or AI agent owned, licensed, built, configured or operated by HiveCliq on the Client's behalf, including the Go High Level (GHL) white-labelled sub-account, WhatsApp Business integrations, n8n / Make workflows, and any bespoke applications.

Fees

The monthly, annual, once-off, usage-based, project-based or retainer fees payable by the Client in exchange for the Services, as agreed in writing (whether by proposal, invoice, order form, online checkout, email confirmation or tacit acceptance through continued use).

Third-Party Services

Any product, platform, network, API, software-as-a-service offering or infrastructure owned or operated by a party other than HiveCliq, including without limitation HighLevel Inc. (GHL), Meta Platforms Inc. (Facebook, Instagram, WhatsApp Business API), Google LLC (Ads, Workspace, Maps), OpenAI, Anthropic PBC, Twilio, Stripe, Payfast, PayPal, Zoho Corporation, Webflow, WordPress, Amazon Web Services, Cloudflare, and any telecommunications or messaging gateway.

Credits

Pre-paid units of consumption used to access usage-based features, including but not limited to WhatsApp messages, SMS sends, email dispatches, AI token usage, phone calls and voice minutes.

Confidential Information

Any non-public information disclosed by one party to the other, whether oral, written or electronic, that a reasonable person would understand to be confidential.

Personal Information

As defined in the Protection of Personal Information Act, 2013 (POPIA) for South African data subjects, the General Data Protection Regulation (GDPR) for EU/EEA data subjects, and the California Consumer Privacy Act (CCPA) for California residents.

Intellectual Property

All copyrights, trade marks, trade secrets, patents, design rights, database rights, know-how, source code, object code, algorithms, prompts, training data, system instructions, workflows, automations, visual designs, user interfaces, brand guidelines, content, documentation, and any other proprietary rights whether registered or unregistered.

Working Day

Any calendar day other than a Saturday, Sunday or South African public holiday.

Headings are inserted for convenience and do not affect interpretation.

02 Acceptance of Terms

These Terms form a binding legal agreement between HiveCliq and the Client. The Client accepts these Terms by any of the following acts, each independently sufficient:

• signing a Proposal (including by way of a typed digital signature);
• making any payment, whether in full or in part, for any Service;
• accessing, logging into or using any Platform;
• ticking the electronic acceptance checkbox presented on any HiveCliq website, application or checkout page;
• continuing to use the Services after receiving notice of a Terms update;
• instructing HiveCliq to commence or continue any work.

The Client warrants that the natural person accepting these Terms is duly authorised to bind the Client entity. Electronic records, clickwrap acceptance, tick-box consent and typed digital signatures constitute valid, admissible and enforceable acceptance under the Electronic Communications and Transactions Act, 2002 (SA), the ESIGN Act (US) and eIDAS (EU).

03 Scope of Services

HiveCliq offers a catalogue of Services described in detail in the appendices (mirrored in the /services page). High-level summary:

3.1 AI Automation & Workflows

Design, build, deployment and ongoing maintenance of AI-driven business automations including WhatsApp AI sales agents, chatbots, lead-response bots, booking bots, document-processing pipelines, and workflow integrations.

3.2 GHL Platform Access & CRM Systems

White-labelled sub-account access to GoHighLevel, CRM setup, pipeline design, automation building, calendar integration, email & SMS campaigns, reputation management.

3.3 Custom Software & Bespoke Applications

Design, engineering, hosting and maintenance of custom web applications, internal dashboards, client portals, integrations and APIs.

3.4 Web Development

SaaS-model subscription websites and once-off website builds.

3.5 Digital Marketing & Paid Media

Google Ads, Meta Ads, LinkedIn Ads, TikTok Ads, YouTube Ads, SEO, social media management, content production, email marketing, and campaign reporting.

04 Billing, Payments & Debit Orders

4.1 Currency

Fees are charged in South African Rand (ZAR) for clients based in South Africa, and in United States Dollars (USD) for all other clients, unless otherwise agreed in writing. International (non-SA) pricing reflects the premium global tier and is typically higher than the equivalent South African pricing.

4.2 Billing Cycles

Subscription Services are billed monthly in advance. The first month's Fees are due and payable immediately upon acceptance. Recurring debit orders are processed on the first (1st) calendar day of each subsequent month.

4.3 Payment Methods

4.4 Failed Payments

If a debit order or card charge fails, HiveCliq notifies the Client by email within one (1) Working Day. The Client has seven (7) calendar days to settle the outstanding amount. After the grace period, HiveCliq may suspend access to the Platform without further notice.

4.5 No Refunds

All subscription Fees are non-refundable once the relevant billing period has commenced. Once-off project deposits are non-refundable.

4.6 Annual Price Review

HiveCliq conducts an annual review of all Fees aligned to market conditions and the relevant Consumer Price Index. Any increase will not exceed 10% of the then-current Fee and will be communicated by email no fewer than thirty (30) days before the effective date.

4.7 Taxes

All Fees are quoted exclusive of VAT unless expressly stated.

05 Third-Party Credits & Usage-Based Costs

• Pre-payment required. Credits must be purchased and loaded before use. HiveCliq does not extend credit facilities for usage-based Services.
• Top-up Process. Estimates are submitted to the HiveCliq team, who confirm the amount, invoice the Client, and load Credits on receipt of payment.
• Exhaustion. If Credits are depleted, outbound messaging and usage-based features automatically pause. HiveCliq is not liable for any loss of business arising from Credit exhaustion.
• No Refund on Credits. Loaded Credits are non-refundable but remain available while the Client's subscription is active.

06 Subscription Changes & Cancellation

Month-to-month. All subscription Services operate on a month-to-month basis with no long-term lock-in.

Cancellation notice. Either party may cancel by giving thirty (30) calendar days' written notice by email to legal@hivecliq.com.

No partial-month refunds. If the Client cancels mid-month, no refund is due for the unused portion.

Data export. On cancellation, the Client has thirty (30) calendar days to export data. After this window, the sub-account will be deactivated.

07 Client Obligations & Acceptable Use

The Client agrees to:

• provide timely, accurate and complete information reasonably required by HiveCliq to deliver the Services;
• respond to HiveCliq's requests for feedback, approvals and inputs within five (5) Working Days;
• keep login credentials, API keys and access tokens secure and confidential;
• comply with all applicable laws, including POPIA, GDPR, CCPA, CAN-SPAM, TCPA and equivalent foreign legislation;
• obtain all necessary consents, opt-ins and permissions from end-users before processing their Personal Information;
• not transmit spam, unsolicited bulk messages, illegal content, malware, phishing content, misleading advertising, hate speech, or material that infringes third-party rights;
• not attempt to reverse-engineer, decompile, scrape, resell or sublicense any Platform;
• not exceed stated usage, API rate limits or seat allocations without written approval.

08 Intellectual Property

8.1 Retention of IP by HiveCliq

All Intellectual Property in any work product, automation, workflow, code, script, prompt, system instruction, AI agent, template, blueprint, visual design, documentation, methodology or know-how created, developed, configured or deployed by HiveCliq (the "HiveCliq Work Product") is and remains the sole and exclusive property of HiveCliq.

8.2 Transfer on Full Payment (where expressly agreed)

Where a Proposal expressly provides for assignment of IP in a specific once-off deliverable, such assignment takes effect only upon receipt of the final payment in cleared funds.

8.3 Licence to Client

Subject to timely payment of Fees, HiveCliq grants the Client a limited, non-exclusive, non-transferable, non-sublicensable, worldwide licence to use the HiveCliq Work Product solely for the Client's internal business purposes and for the duration of the applicable Services.

8.4 Reserved Rights to Reuse Generic Know-How

Nothing in these Terms restricts HiveCliq from reusing, adapting, refining and commercialising any generic workflow patterns, prompt architectures, integration blueprints, visual conventions, methodologies or software components developed in connection with the Services, provided that no Confidential Information or Client Content is disclosed.

8.5 AI Models, Prompts & System Instructions

All prompts, system instructions, fine-tuning datasets, RAG configurations, guardrails, tool-use specifications, evaluation suites and meta-prompts authored by HiveCliq are HiveCliq's proprietary Intellectual Property and are treated as trade secrets.

09 Confidentiality & Data Protection

Each party undertakes to keep the other party's Confidential Information strictly confidential. The obligation survives for five (5) years after termination, save for trade secrets which are protected indefinitely.

Where HiveCliq processes Personal Information on the Client's behalf, the Client is the responsible party / data controller and HiveCliq is the operator / data processor. HiveCliq will only process Personal Information on documented instructions, implement appropriate technical and organisational measures, assist with data-subject rights requests, and notify the Client of confirmed security incidents within 72 hours.

Personal Information may be transferred and stored outside the Republic of South Africa, the EEA and the United States, in jurisdictions where Third-Party Services operate, subject to appropriate legal mechanisms.

10 AI Services & Generated Outputs

• Probabilistic outputs. Large language models are probabilistic and can produce inaccurate or biased outputs. The Client must review AI outputs before relying on them for any material decision.
• Human oversight. The Client must maintain appropriate human oversight for any AI agent interacting with clients, patients, consumers or regulators.
• No professional advice. AI outputs do not constitute legal, medical, financial, tax, compliance or professional advice.
• Upstream provider terms. Use of HiveCliq AI Services is also subject to the usage policies of the underlying model providers.

11 Service Levels & Uptime

HiveCliq provides Services on a commercially reasonable best-effort basis. No specific uptime is guaranteed unless expressly stated in a separate SLA. HiveCliq is not responsible for downtime of Third-Party Services, the Client's own infrastructure, or events outside HiveCliq's reasonable control.

12 Performance Disclaimers

HiveCliq makes no guarantee of specific business outcomes, including but not limited to search rankings, organic traffic, ad performance, lead volumes, conversion rates, sales figures, revenue or return on ad spend. Performance depends on many factors outside HiveCliq's control.

13 Limitation of Liability

To the maximum extent permitted by applicable law:

• HiveCliq's aggregate liability is limited to the total Fees paid by the Client to HiveCliq in the three (3) months immediately preceding the event giving rise to the claim;
• neither party is liable for indirect, incidental, consequential, special or punitive damages;
• nothing in these Terms limits liability for fraud, wilful misconduct, gross negligence, death or personal injury, or any liability that cannot be limited under applicable law.

14 Indemnity

The Client indemnifies HiveCliq from third-party claims arising out of Client Content, Client's use of the Services in breach of these Terms or applicable law, breach of POPIA / GDPR / CCPA / CAN-SPAM / TCPA, and infringement of third-party Intellectual Property by Client Content.

15 Warranties & Reverse Warranties

HiveCliq warrants that it will perform the Services with reasonable skill and care. The Client warrants that it has authority to enter into these Terms and that all Client Content is lawful.

16 Force Majeure

Neither party is liable for any delay caused by events beyond its reasonable control, including acts of god, natural disaster, fire, flood, pandemic, war, civil unrest, terrorism, cyber-attack on a Third-Party Service, nationwide load-shedding, internet backbone outage, sanctions, or governmental order. If a force-majeure event persists for more than sixty (60) days, either party may terminate the affected Service without liability.

17 Termination & Suspension

Either party may terminate with immediate effect on written notice for material breach not remedied within ten (10) Working Days of written demand. HiveCliq may suspend or terminate Services with immediate effect for non-payment, illegal activity or breach of Acceptable Use.

18 Governing Law & Dispute Resolution

These Terms are governed by the laws of the Republic of South Africa. The parties consent to the non-exclusive jurisdiction of the Western Cape High Court.

Disputes are first resolved by good-faith negotiation, then mediation via AFSA, then final and binding arbitration in Cape Town under AFSA's commercial arbitration rules.

19 Notices

Notices must be in writing and delivered by email to:

• HiveCliq: legal@hivecliq.com
• Client: the email address on record in the Client's billing profile.

20 Amendments

HiveCliq may amend these Terms from time to time. Material changes will be communicated by email and/or in-app notification at least fourteen (14) calendar days before the effective date. Continued use after the effective date constitutes acceptance.

21 General

• Entire agreement. These Terms, together with the applicable Proposal, constitute the entire agreement between the parties.
• Severability. If any provision is held invalid, the remaining provisions continue in force.
• Waiver. No waiver by either party of any breach constitutes a waiver of any subsequent breach.
• Assignment. The Client may not assign without HiveCliq's prior written consent.
• No partnership. Nothing creates a partnership, joint venture, agency or employment relationship.
• Counterparts & electronic signature. An electronic or typed signature has the same legal effect as a handwritten signature.
• Language. These Terms are drafted in English, which is the controlling language for any translation.