SAAS SUBSCRIPTION AGREEMENT
Kunye Cloud (Pty) Ltd (Registration No. 2025/219740/07)
IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICE.
By creating an account, selecting a Subscription Plan, completing the online sign-up process, or accessing or using the Service, the Customer accepts and agrees to be bound by this Agreement.
If the Customer does not agree to these terms, the Customer must not create an account or use the Service.
The Customer’s online subscription confirmation (including selection of Subscription Plan, number of Authorised Users, and billing cycle) constitutes the Order Form for purposes of this Agreement.
For individually negotiated enterprise subscriptions, a separate Order Form signed by both parties will apply, and the terms of that Order Form will prevail over any conflicting terms in this Agreement to the extent of the conflict.
1. DEFINITIONS AND INTERPRETATION
1.1. In this Agreement, unless the context indicates otherwise, the following terms have the meanings assigned to them:
1.1.1. “Agreement” means this agreement, including the Order Form and all Schedules;
1.1.2. “Authorised User” means any named natural person who is authorised by the Customer to access and use the Service under the Customer’s account, including administrators and secondary users;
1.1.3. “Business Day” means any day other than a Saturday, Sunday, or public holiday in the Republic of South Africa;
1.1.4. “Commencement Date” means the date specified in the Order Form, or, if no date is specified, the date on which the Customer first accesses the Service;
1.1.5. “Confidential Information” means all information disclosed by one party to the other in connection with this Agreement that is marked as confidential or that a reasonable person would understand to be confidential, but excludes Customer Data (which is governed by clauses 10 and 11);
1.1.6. “Connected Email Account” means any email account that the Customer connects to the Service for management through the Platform;
1.1.7. “Customer Data” means all data uploaded to, processed by, or generated through the Customer’s use of the Service, including email content, attachments, metadata, contact information, internal notes, tags, workflow configurations, and any other information submitted by the Customer or its Authorised Users;
1.1.8. “Fees” means the subscription fees, onboarding fees, and any other charges payable by the Customer as set out in the Order Form, or published on the Platform;
1.1.9. “Force Majeure Event” means any event beyond the reasonable control of the affected party, including war, terrorism, natural disaster, pandemic, government action, utility failure, or third-party service outage;
1.1.10. “Onboarding” means the process of configuring and activating the Service for the Customer, including connecting email accounts, setting up user roles, and migrating existing data where applicable;
1.1.11. “Order Form” means the order form, proposal, or online subscription confirmation that specifies the Customer’s Subscription Plan, number of Authorised Users, Fees, and other commercial terms;
1.1.12. “Personal Information” has the meaning assigned to it in POPIA;
1.1.13. “Platform” means the web application operated by the Provider at kunye.cloud and includes any related applications, databases, user interfaces, or services;
1.1.14. “POPIA” means the Protection of Personal Information Act 4 of 2013 (as amended);
1.1.15. “Service” means the shared inbox management service provided by the Provider through the Platform, as described in Schedule 1;
1.1.16. “Subscription Plan” means the package selected by the Customer, as specified in the Order Form or published on the Platform, which determines the features, usage limits, and Fees applicable to the Customer’s subscription;
1.1.17. “Subscription Term” means the initial term specified in the Order Form, together with any renewal periods;
1.1.18. “Third-Party Service” means any email platform, cloud service, or other third-party application with which the Service integrates, including Google Workspace and Microsoft 365.
1.2. In this Agreement, unless the context indicates otherwise:
1.2.1. words importing any one gender include the other genders;
1.2.2. the singular includes the plural and vice versa;
1.2.3. a reference to any legislation is to that legislation as at the date of this Agreement, as amended or re-enacted from time to time;
1.2.4. a reference to a “clause” or “Schedule” is a reference to a clause of, or schedule to, this Agreement;
1.2.5. a reference to "writing" or "written" includes email, but does not include SMS or instant messaging;
1.2.6. clause headings are for convenience only and do not affect interpretation; and
1.2.7. the words “including” and “includes” mean including without limitation.
1.3. Unless the contrary is indicated, any number of days prescribed in this Agreement shall be reckoned exclusively of the first and inclusively of the last day, and if the last day falls on a day that is not a Business Day, the relevant period shall be extended to the next Business Day.
1.4. This Agreement shall not be construed against any party on the basis that the party was responsible for the drafting or preparation of the Agreement or any part of it.
2. SERVICE AND ACCESS
2.1. The Provider operates a cloud-based shared inbox management platform that enables businesses to organise, assign, track, and collaborate on emails received in shared email accounts. The Service is more fully described in Schedule 1.
2.2. The Customer wants to subscribe to the Service for use by its Authorised Users in accordance with the terms of this Agreement.
2.3. The Service operates as a management layer on top of the Customer’s existing email infrastructure (such as Google Workspace or Microsoft 365). The Provider does not provide email hosting and is not responsible for the availability, performance, or security of the Customer’s underlying email platform.
2.4. The Provider grants the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term, subject to the Subscription Plan and the terms of this Agreement.
2.5. Access to the Service is limited to the Customer’s Authorised Users. The Customer shall ensure that each Authorised User has a unique login and does not share credentials with any other person.
2.6. The Provider may update, modify, or enhance the Service from time to time. If a modification materially reduces the core functionality of the Service during a Subscription Term, the Customer may terminate this Agreement on 30 days’ written notice and will receive a pro rata refund of any prepaid Fees for the unused portion of the Subscription Term.
3. ACCEPTABLE USE
3.1. The Customer shall use the Service lawfully, responsibly, and in accordance with this Agreement. The Customer is responsible for ensuring that all Authorised Users are aware of and comply with this Agreement and any breach of this Agreement by an Authorised User is deemed a breach by the Customer.
3.2. Without limiting the general obligation set out in clause 3.1, the Customer shall not, and shall ensure that its Authorised Users do not:
3.2.1. use the Service to send, facilitate, or relay spam, phishing messages, spoofed messages, or unsolicited bulk or commercial email;
3.2.2. use the Service to distribute malware, viruses, ransomware, or other malicious code via email or attachments;
3.2.3. forge, alter, or obscure email headers, sender information, or routing data;
3.2.4. use the Service in a manner that damages or is likely to damage the email sending reputation of the Provider or other customers (including triggering spam filters or blacklisting);
3.2.5. harvest or collect email addresses from the Service for the purpose of sending unsolicited communications;
3.2.6. use the Service to process, store, or distribute content that is unlawful, defamatory, obscene, threatening, harassing, discriminatory, or that infringes any third party’s intellectual property or privacy rights;
3.2.7. use the Service to facilitate or promote any illegal activity, including money laundering, fraud, or financial crime;
3.2.8. use the Service in a manner that violates any applicable law, regulation, or industry code, including POPIA, the Consumer Protection Act 68 of 2008, and the Electronic Communications and Transactions Act 25 of 2002;
3.2.9. attempt to gain unauthorised access to the Service, other customers’ accounts or data, or any systems or networks connected to the Service;
3.2.10. attempt to reverse-engineer, decompile, disassemble, or extract the source code of the Service or any part of it;
3.2.11. probe, scan, or test the vulnerability of the Service or any related system or network without the Provider’s prior written consent;
3.2.12. circumvent, disable, or interfere with any usage limits, access controls, rate limits, or security features of the Service;
3.2.13. upload or transmit viruses, worms, trojan horses, or other malicious code to or through the Service;
3.2.14. introduce any automated system, bot, or script that imposes an unreasonable load on the Service’s infrastructure;
3.2.15. access the Service, or cause the Service to be accessed, by means of any bot, crawler, scraper, script, headless browser, AI agent, robotic process automation tool, or other automated means, except through the Provider’s documented APIs (where made available) and subject to any rate limits, authentication requirements, and usage terms the Provider specifies;
3.2.16. share account credentials with any person who is not an Authorised User;
3.2.17. allow their access credentials to be used by, or shared with, any bot, script, agent, or automated process;
3.2.18. allow any person who is not an Authorised User to access or use the Service;
3.2.19. resell, sublicense, rent, lease, or otherwise make the Service available to any third party;
3.2.20. use the Service for competitive benchmarking, reverse-engineering of business logic, or building a competing product;
3.2.21. use the Service in a manner that exceeds the scope of the Subscription Plan without the Provider’s prior written consent; or
3.2.22. connect email accounts to the Service without the necessary rights, consents, or authority to do so.
3.3. The Provider does not routinely monitor the content of emails or Customer Data processed through the Service. However, the Provider may monitor usage patterns, system performance, and compliance with usage limits to maintain the integrity and availability of the Service.
3.4. The Provider may update its acceptable use policies on reasonable notice to the Customer. If an update materially restricts the Customer’s existing use of the Service, the Customer may terminate this Agreement within 30 days of receiving notice of the update.
3.5. If the Customer breaches any provision of this clause, the Provider may:
3.5.1. for non-urgent breaches, give the Customer written notice and a reasonable opportunity to remedy the breach before taking action; or
3.5.2. for urgent breaches that pose a security threat, risk harm to other customers, or may cause the Provider to breach applicable law, suspend the Customer’s access immediately and notify the Customer as soon as practicable.
4. CUSTOMER OBLIGATIONS
4.1. The Customer shall:
4.1.1. maintain accurate and current account information;
4.1.2. ensure that all Authorised Users comply with this Agreement;
4.1.3. bear responsibility for all activity under its account credentials, including all communications sent from Connected Email Accounts through the Service;
4.1.4. ensure that it has all necessary rights, consents, and authority to connect its email accounts to the Service and to permit the Provider to process the data flowing through those accounts;
4.1.5. not exceed the Authorised User limits or usage caps of its Subscription Plan;
4.1.6. comply with all applicable laws when using the Service, including POPIA and any sector-specific regulations applicable to the Customer’s business; and
4.1.7. before activation of the Service, remove or archive any email in the Connected Email Accounts that the Customer does not wish to have processed through the Service.
4.2. The Customer acknowledges that multiple Authorised Users may act within the same Connected Email Account, and the Customer is solely responsible for all actions taken by its Authorised Users through the Service, including all communications sent from Connected Email Accounts.
4.3. The Customer shall notify the Provider promptly if it becomes aware of any unauthorised access to its account or any security incident affecting its use of the Service.
5. ONBOARDING AND IMPLEMENTATION
5.1. Before the Service is activated, the Customer shall complete the Onboarding process and pay the applicable onboarding fee as set out in the Order Form.
5.2. The Provider will use reasonable efforts to complete Onboarding within 30 days of receiving:
5.2.1. the signed Order Form or subscription confirmation;
5.2.2. the onboarding fee; and
5.2.3. all reasonably required cooperation and information from the Customer, including access credentials and mailbox configuration details.
5.3. If the Customer fails to provide the required cooperation or information within a reasonable time, the Provider may extend the Onboarding period accordingly. If Onboarding is delayed by more than 30 days due to the Customer’s non-cooperation, the Provider may commence billing from the date that is 30 days after the onboarding fee was paid.
5.4. The Service does not include migration of historical email data. On activation, emails present in the Customer’s Connected Email Account(s) will flow into the Service as new items for processing. The Customer is responsible for removing or archiving any emails it does not want processed through the Service before activation. Historical data migration is not included in Onboarding and will only be undertaken by separate written agreement and at additional cost.
6. FEES AND PAYMENT
6.1. The Customer shall pay the Fees as set out in the Order Form or published on the Platform. All Fees are payable in advance, monthly or annually as specified in the Subscription Plan.
6.2. The Subscription Term will renew automatically for successive periods of the same duration unless either party gives at least 30 days’ written notice of non-renewal before the end of the then-current period. The Customer may cancel its subscription at any time before the next billing date and will retain access to the Service until the end of the paid period.
6.3. The Provider may increase Fees on renewal by giving the Customer at least 30 days’ written notice before the renewal date. If the Customer does not accept the increased Fees, it may give notice of non-renewal in accordance with clause 6.2.
6.4. If the Customer adds Authorised Users or Connected Email Accounts beyond the limits of its Subscription Plan during a billing period, the Provider may invoice the Customer for the additional usage at the then-current rates, pro-rated for the remainder of the billing period.
6.5. All Fees are exclusive of VAT, which will be charged at the applicable rate where the Provider is a registered VAT vendor.
6.6. If the Customer fails to pay any amount when due, the Provider may:
6.6.1. charge interest on the overdue amount at 2% per month from the due date until payment in full;
6.6.2. suspend the Customer’s access to the Service on 5 Business Days’ written notice if the amount remains unpaid; and
6.6.3. terminate this Agreement in accordance with clause 12.
6.7. The Customer may not set off, deduct, or withhold any amount from the Fees.
6.8. The Provider does not refund prepaid Fees, except where this Agreement expressly provides for a pro rata refund on termination.
7. INTELLECTUAL PROPERTY
7.1. All intellectual property in the Service, Platform, software, and related content, including all modifications, enhancements, and derivative works, remains the exclusive property of the Provider (or its licensors). Nothing in this Agreement transfers any intellectual property rights in the Service to the Customer.
7.2. Subject to the terms of this Agreement, the Provider grants the Customer a personal, revocable, non-exclusive, non-transferable licence to access and use the Service during the Subscription Term for the Customer’s internal business purposes.
7.3. All rights in Customer Data remain with the Customer. The Provider acquires no rights in Customer Data except the limited right to process it as necessary to provide the Service.
7.4. If the Customer provides the Provider with suggestions, enhancement requests, or other feedback relating to the Service, the Provider may use that feedback without restriction or compensation. This does not apply to Customer Data.
7.5. Where the Service incorporates third-party intellectual property, the Customer’s use of that intellectual property is subject to the applicable third-party terms. The Provider makes no representations regarding third-party components and disclaims all liability in respect of them.
8. CONFIDENTIALITY
8.1. Each party undertakes to keep confidential all Confidential Information received from the other party and shall not, without the prior written consent of the disclosing party, disclose it to any third party.
8.2. The obligations of confidentiality do not apply to information which:
8.2.1. is or becomes publicly available other than through a breach of this Agreement;
8.2.2. was already in the receiving party’s possession before disclosure;
8.2.3. is independently developed by the receiving party without reference to the disclosing party’s Confidential Information; or
8.2.4. is required to be disclosed by law, regulation, or court order, provided that the receiving party gives the disclosing party reasonable prior notice where legally permitted.
8.3. Each party may disclose Confidential Information to its employees, contractors, and professional advisors who need to know it for purposes connected with this Agreement, provided they are bound by equivalent obligations of confidentiality.
8.4. The obligations of confidentiality survive termination of this Agreement for a period of 2 years.
8.5. Where there is any conflict between this clause and the Data Processing Addendum in respect of Personal Information, the Data Processing Addendum prevails.
9. CUSTOMER DATA
9.1. The Customer retains all right, title, and interest in Customer Data. The Provider acquires no rights in Customer Data except the limited right to process it as necessary to provide the Service.
9.2. The Provider shall not access Customer Data except as necessary to deliver the Service, provide support at the Customer’s request, or comply with applicable law. The Provider shall not mine, analyse, sell, or share Customer Data for any purpose other than providing the Service.
9.3. The Provider may collect and use aggregated, anonymised data derived from the Customer’s use of the Service for product improvement, analytics, and benchmarking purposes, provided that such data cannot be re-associated with the Customer or any identifiable individual.
9.4. During the Subscription Term, Authorised Users with the required privileged access may download individual emails from the Service in their native email format (.EML files). The Provider is not obliged to produce exports in a format or indexation that the Service does not natively support.
9.5. On termination or expiry of this Agreement:
9.5.1. the Customer may request the return of its Customer Data within 30 days of the termination date, in native email format supported by the Service;
9.5.2. if the Customer makes no request within 30 days, the Provider will delete Customer Data, subject to any retention required by applicable law; and
9.5.3. backup copies of Customer Data will be deleted in accordance with the Provider’s standard backup rotation cycle, which will not exceed 90 days.
9.6. The Customer acknowledges and agrees that:
9.6.1. the Service is a workflow management tool and is not a customer relationship management system, a record-keeping system, or a system of record for Personal Information;
9.6.2. the Service is not indexed on a per-customer or per-data-subject basis, and does not natively support extraction or reporting of Customer Data or Personal Information organised by end-customer or data subject;
9.6.3. the export and return rights in clauses 9.4 and 9.5 (and the corresponding clauses of the Data Processing Addendum) reflect what the Service natively supports, and the Provider is not obliged to develop or procure additional functionality to satisfy an export, return, or data-subject request; and
9.6.4. the Customer is responsible for maintaining any customer-indexed or data-subject-indexed records it requires for its own purposes, including for the purpose of responding to requests under sections 23 and 24 of POPIA.
10. DATA PROTECTION
10.1. The Provider processes Personal Information on behalf of the Customer as an operator (as defined in POPIA). The Customer is the responsible party (as defined in POPIA) in respect of Personal Information processed through the Service.
10.2. The parties’ respective obligations in respect of the processing of Personal Information are as set out in POPIA (unless otherwise agreed in writing).
10.3. The Customer represents and warrants that it has all necessary consents, authorisations, and legal bases required under POPIA (and any other applicable data protection law) to upload Personal Information to the Service and to permit the Provider to process it in accordance with this Agreement.
10.4. The Provider shall process Personal Information only in accordance with the Customer’s documented instructions and POPIA. The Provider shall not process Personal Information for any purpose other than providing the Service, except where required by applicable law.
10.5. If the Provider becomes aware of a security compromise involving the Customer’s Personal Information, the Provider will notify the Customer in writing without undue delay and in any event within 72 hours. Such notification will include, to the extent such information is available at the time, a description of the nature of the compromise, the categories and approximate number of data subjects affected, the likely consequences, and the measures taken or proposed to address it.
11. SECURITY
11.1. The Provider implements and maintains appropriate technical and organisational security measures designed to protect Customer Data (including Personal Information) against loss, unauthorised access, destruction, or disclosure.
11.2. The Customer shall implement and maintain appropriate security measures for its own systems and accounts, including strong passwords, multi-factor authentication (where available), and prompt revocation of access for departing personnel.
11.3. The Customer is responsible for:
11.3.1. maintaining the confidentiality of its account credentials;
11.3.2. configuring the Services in a secure manner; and
11.3.3. using the Services in accordance with Kunye Cloud’s security guidance, if any.
12. TERM AND TERMINATION
12.1. This Agreement commences on the Commencement Date and continues for the initial Subscription Term specified in the Order Form, subject to automatic renewal in accordance with clause 6.2.
12.2. Either party may terminate this Agreement immediately by written notice if the other party:
12.2.1. commits a material breach that is not remedied within 20 Business Days of receiving written notice of the breach; or
12.2.2. becomes insolvent, enters business rescue, is placed under liquidation (whether provisional or final), or enters into a compromise with its creditors.
12.3. The Provider may terminate this Agreement immediately by written notice if the Customer fails to pay any amount due under this Agreement within 10 Business Days of a written demand for payment.
12.4. The Customer may terminate this Agreement:
12.4.1. on 30 days’ written notice if the Provider makes a material modification to the Service that materially reduces its core functionality;
12.4.2. on 30 days’ written notice if the Provider updates its acceptable use policies in a way that materially restricts the Customer’s existing use; or
12.4.3. for any breach of the Provider’s data protection obligations under this Agreement and POPIA.
12.5. On termination or expiry of this Agreement:
12.5.1. the Customer’s right to access and use the Service terminates immediately (or at the end of any paid period, in the case of non-renewal);
12.5.2. Customer Data will be handled in accordance with clause 9.5;
12.5.3. the Customer shall pay all Fees accrued up to the date of termination; and
12.5.4. where the Customer terminates for the Provider’s material breach, the Provider will refund any prepaid Fees for the unused portion of the Subscription Term on a pro rata basis.
12.6. Clauses 1, 7, 8, 9, 10, 13, 14, 15, and 17 survive termination of this Agreement.
13. WARRANTIES AND DISCLAIMERS
13.1. The Provider represents and warrants that:
13.1.1. it has the legal capacity and authority to enter into this Agreement;
13.1.2. the Service will be made available during the Subscription Term in accordance with Schedule 1;
13.1.3. it will provide the Service with reasonable skill and care; and
13.1.4. it has the right to grant the Customer access to the Service on the terms of this Agreement.
13.2. The Customer represents and warrants that:
13.2.1. it has the legal capacity and authority to enter into this Agreement;
13.2.2. it has all necessary rights, consents, and authority to connect its email accounts to the Service; and
13.2.3. its use of the Service will comply with all applicable laws, including POPIA.
13.3. Except as expressly stated in this Agreement, the Provider makes no representations or warranties of any kind, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. The Service is provided on an “as is” and “as available” basis.
13.4. The Provider does not warrant that the Service will be uninterrupted, error-free, or free of harmful components. The Provider is not responsible for the availability, performance, or security of any Third-Party Service.
14. LIMITATION OF LIABILITY
14.1. Neither party is liable to the other for any indirect, consequential, special, incidental, or punitive damages, including loss of profits, loss of business, loss of anticipated savings, or loss of data (except where caused by the Provider’s breach of its data protection or security obligations), arising out of or in connection with this Agreement, whether in contract, delict, or otherwise.
14.2. Subject to clause 14.3, each party’s aggregate liability for all claims arising out of or in connection with this Agreement is limited to the total Fees paid or payable by the Customer in the 12-month period immediately preceding the event giving rise to the claim.
14.3. The limitations in clauses 14.1 and 14.2 do not apply to:
14.3.1. the Customer’s obligation to pay Fees;
14.3.2. either party’s liability for fraud or wilful misconduct;
14.3.3. either party’s liability for death or personal injury caused by its negligence;
14.3.4. either party’s indemnification obligations under clause 15; or
14.3.5. any liability that cannot be excluded or limited under applicable law.
14.4. Notwithstanding clause 14.2, the Provider’s aggregate liability for all claims arising from or in connection with a breach of the data protection provisions of this Agreement or for a breach of POPIA, or for processing Personal Information outside the scope of or contrary to the Customer’s lawful documented instructions, is limited to the greater of (a) the total Fees paid by the Customer in the 24 months preceding the claim, and (b) R500,000.
15. INDEMNIFICATION
15.1. The Customer indemnifies and holds harmless the Provider against all claims, losses, damages, and reasonable legal costs arising from:
15.1.1. the Customer’s use of the Service in breach of this Agreement or applicable law;
15.1.2. the Customer’s email content or data infringing a third party’s rights;
15.1.3. the Customer’s failure to obtain necessary consents for connecting email accounts and processing Personal Information through the Service; or
15.1.4. any action taken by an Authorised User through the Service.
15.2. The Provider indemnifies and holds harmless the Customer against all claims, losses, damages, and reasonable legal costs arising from a claim that the Service (as provided by the Provider) infringes a third party’s intellectual property rights in South Africa.
15.3. Subject to clause 14.4, the Provider further indemnifies and holds harmless the Customer against any direct loss, administrative fine, or penalty imposed on the Customer by the Information Regulator or a court of competent jurisdiction in South Africa, to the extent directly caused by the Provider’s breach of its data protection obligations under this Agreement and POPIA. This indemnity does not extend to: (a) any fine or penalty to the extent it results from or is increased by the Customer’s own act or omission, including a failure to cooperate with the Information Regulator; or (b) any liability the Customer could reasonably have avoided or mitigated.
15.4. The indemnifying party’s obligations under this clause are conditional on the indemnified party:
15.4.1. notifying the indemnifying party promptly on becoming aware of the claim;
15.4.2. giving the indemnifying party sole control of the defence and settlement of the claim; and
15.4.3. providing reasonable cooperation at the indemnifying party’s cost.
15.5. If the Service becomes the subject of an intellectual property infringement claim, the Provider may, at its option and cost: (a) procure the right for the Customer to continue using the Service; (b) modify the Service to make it non-infringing without materially reducing functionality; or (c) if neither (a) nor (b) is commercially feasible, terminate this Agreement and refund prepaid Fees for the unused portion of the Subscription Term.
16. SERVICE LEVELS
16.1. The Provider will use reasonable efforts to meet the service level commitments set out in Schedule 1.
16.2. The Customer’s sole and exclusive remedy for failure to meet any service level commitments, where the failure constitutes a material breach, is to terminate this Agreement in accordance with clause 12.2.
16.3. Any service level commitments given by the Provider do not apply during scheduled maintenance windows, Force Majeure Events, or periods of suspension under clause 18.
17. THIRD-PARTY SERVICES
17.1. The Service integrates with Third-Party Services, including Google Workspace, Microsoft 365, and other email platforms. The Customer’s use of Third-Party Services is subject to the applicable third-party terms and conditions.
17.2. The Provider is not responsible for the availability, performance, security, or content of any Third-Party Service. If a Third-Party Service changes its API, policies, or availability in a way that affects the Service, the Provider will use reasonable efforts to adapt but is not liable for resulting service degradation.
17.3. If a Third-Party Service change makes it impossible for the Provider to deliver the core functionality of the Service for a continuous period exceeding 30 days, either party may terminate this Agreement on written notice, and the Provider will refund prepaid Fees for the unused portion of the Subscription Term on a pro rata basis.
18. SUSPENSION
18.1. The Provider may suspend the Customer’s access to the Service:
18.1.1. for non-payment, on 5 Business Days’ written notice after the payment due date;
18.1.2. for breach of clause 3, in accordance with clause 3.5;
18.1.3. where continued provision of the Service would cause the Provider to breach applicable law; or
18.1.4. where necessary to address a security threat to the Platform or other customers.
18.2. Suspension does not relieve the Customer of its obligation to pay Fees during the suspension period (where the suspension is caused by the Customer’s conduct).
18.3. The Provider will lift the suspension promptly once the cause is remedied.
18.4. Suspension under this clause does not result in the deletion or loss of Customer Data. The Provider will maintain Customer Data during any period of suspension.
19. FORCE MAJEURE
19.1. Neither party is liable for failure to perform its obligations under this Agreement (other than an obligation to pay money) to the extent that the failure is caused by a Force Majeure Event, provided that the affected party notifies the other party promptly and uses reasonable efforts to mitigate and resume performance.
19.2. If a Force Majeure Event continues for more than 60 consecutive days, either party may terminate this Agreement on written notice without liability, and the Provider will refund prepaid Fees for the unused portion of the Subscription Term on a pro rata basis.
20. DISPUTE RESOLUTION
20.1. If a dispute arises out of or in connection with this Agreement, the parties shall first attempt to resolve it through good-faith negotiation for a period of not less than 10 Business Days.
20.2. If the dispute is not resolved through negotiation, either party may refer it to binding and confidential arbitration in accordance with the expedited rules of the Arbitration Foundation of South Africa (AFSA). The arbitrator will be appointed by AFSA in accordance with its rules.
20.3. Nothing in this clause prevents either party from approaching a court of competent jurisdiction for urgent interim relief, or prevents the Provider from instituting legal action in a court with competent jurisdiction for the recovery of Fees (or any other liquidated amounts) due by the Customer.
21. NOTICES
21.1. Any notice under this Agreement must be in writing in English and delivered to the address specified in the Order Form or updated by written notice:
21.1.1. in the case of the Provider, to: support@kunye.cloud; and
21.1.2. in the case of the Customer, to the email address provided at registration or as updated in its account settings.
21.2. A notice sent by email is deemed received on the next Business Day after sending, provided no delivery failure notification is received.
21.3. Either party may change its notice address by giving the other party at least 14 days’ written notice.
22. GENERAL
22.1. This Agreement (including the Order Form and all Schedules) constitutes the entire agreement between the parties in respect of its subject matter and supersedes all prior negotiations, representations, and agreements.
22.2. For self-service and standard subscriptions, the Provider may amend this Agreement on 30 days’ written notice to the Customer. If the Customer does not accept the amendment, it may terminate this Agreement by giving notice of non-renewal before the amendment takes effect. Continued use of the Service after the amendment takes effect constitutes acceptance. For individually negotiated enterprise agreements, no amendment is effective unless agreed in writing by both parties.
22.3. No waiver of any breach of this Agreement constitutes a waiver of any other breach. No indulgence, leniency, or extension of time granted by either party constitutes a waiver of its rights.
22.4. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions continue in full force and effect.
22.5. The Customer may not assign or transfer this Agreement without the Provider’s prior written consent. The Provider may assign this Agreement to an affiliate or to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets, on written notice to the Customer.
22.6. This Agreement does not create any partnership, joint venture, agency, or employment relationship between the parties.
22.7. No person who is not a party to this Agreement has any right to enforce any of its terms.
22.8. This Agreement is governed by the laws of the Republic of South Africa. The parties consent to the jurisdiction of the Western Cape Division of the High Court of South Africa.
23. ELECTRONIC ACCEPTANCE
23.1. This Agreement may be accepted electronically by the Customer as part of the online sign-up or subscription process for the Service. The Customer’s act of clicking “I agree”, “Accept”, or any similar affirmative button or checkbox during the sign-up process, or the Customer’s first access to or use of the Service after being presented with these terms, constitutes the Customer’s acceptance of this Agreement and creates a binding agreement between the parties.
23.2. The person accepting this Agreement on behalf of the Customer warrants that he or she is duly authorised to do so and to bind the Customer to its terms.
23.3. In terms of the Electronic Communications and Transactions Act 25 of 2002, a data message (including acceptance by clicking a button or checkbox) constitutes a valid expression of intent and creates a binding agreement.
23.4. The Customer acknowledges that it has had a reasonable opportunity to read and review this Agreement before accepting it. The Provider will make a copy of this Agreement available to the Customer at all times at kunye.cloud/terms.
23.5. The Provider will maintain an archive of previous versions of this Agreement. The version in force at the time of the Customer’s acceptance or most recent renewal governs the Customer’s subscription.
24. PROVIDER INFORMATION
24.1. In compliance with section 11 of the Electronic Communications and Transactions Act 25 of 2002:
24.1.1. Full legal name: Kunye Cloud (Pty) Ltd
24.1.2. Registration number: 2025/219740/07
24.1.3. Legal status: Private company incorporated under the laws of the Republic of South Africa
24.1.4. Business description: Software as a Service
24.1.5. Platform address: www.kunye.cloud
24.1.6. Email: support@kunye.cloud
24.1.7. Telephone: (021) 447 4181
24.1.8. Registered address: 32 Restio Road, Blouberg Hills Estate, Big Bay, 7441
24.1.9. Information Officer: Alister Brown (alister@kunye.cloud)
Last updated: 22 April 2026
SCHEDULE 1 — SERVICE DESCRIPTION AND SERVICE LEVELS
1. Description of the Service
The Service is a cloud-based shared inbox management platform that enables the Customer to organise, assign, track, and collaborate on emails received in shared email accounts.
The Service includes the following core features:
- Centralised Mailbox Management: Organise and manage emails in a shared inbox with features including labels, filters, and prioritisation.
- Task Assignment: Assign incoming emails to specific Authorised Users, ensuring accountability and timely follow-up.
- Activity Tracking: Monitor who has read, replied to, or completed actions on specific emails to prevent duplication of effort.
- Collaborative Communication: Add internal notes and comments to emails for team coordination, not visible to external recipients.
- Access Control and Roles: Set different permission levels for Authorised Users, restricting access to specific inboxes and functions.
- Performance Analytics: Generate reports on email response times, resolution rates, and workload distribution.
The Service operates as a management layer on top of the Customer’s existing email infrastructure (such as Google Workspace or Microsoft 365). The Provider does not provide email hosting services.
2. Migration of historical data
The Service does not include migration of historical email data. On activation of the Service, any email then present in a Connected Email Account will flow into the Platform as a new item and appear as unactioned work for the Customer’s Authorised Users to process. The Customer should therefore remove, archive, or otherwise deal with any email it does not want processed through the Service before activation. Historical migration of previously-actioned email is out of scope and will be undertaken only by separate written agreement and at additional cost.
3. Availability target
The Provider will use reasonable efforts to maintain Service availability of 99.5% per calendar month, measured as the percentage of time the Service is operational and accessible to the Customer, excluding Scheduled Maintenance, upstream service provider outages, and Force Majeure Events.
4. Scheduled maintenance
The Provider will give the Customer at least 48 hours’ notice of scheduled maintenance. Where possible, scheduled maintenance will take place outside of South African business hours (08:00 to 17:00 SAST, Monday to Friday).
5. Support
The Provider will provide support during South African business hours (08:00 to 17:00 SAST, Monday to Friday). The Provider will use reasonable efforts to respond to support requests within 2 hours of receipt during business hours. Response times for requests received outside business hours will be measured from the start of the next Business Day.
— END OF AGREEMENT —
