Terms of Service

Effective Date: 01 February 2025

Welcome to OTO~Let ("we," "us," "our," or the "Company"). These Terms of Service ("Terms") govern your access to and use of our website, https://otolet.africa (the "Site"), and any related services, including tenant screening solutions (collectively, the "Services"). By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not use our Services.

1. Acceptance of Terms

By using the Services, you confirm that:

2. Description of Services

OTO~Let provides tenant screening solutions, including but not limited to:

2.1. Third-Party Services

We may engage trusted third-party services to process financial data, perform identity verification, or enhance our platform. These providers are bound by confidentiality and data protection agreements and may only use data for purposes defined by us.

3. User Responsibilities

3.1. Landlords/Property Managers

3.2. Tenants/Applicants

3.3. Consent to Data Collection

3.4. Bank Statement Processing

4. Public Beta Participation (Pilot Programme)

Participation in our public beta programme is governed by the following legally binding terms, which form an appendix to these Terms of Service.

“STANDARD TERMS AND CONDITIONS 

1. PURPOSE OF THE AGREEMENT 

1.1 The purpose of this Agreement is to establish the terms and conditions under which Participant will participate in the public beta programme under a chosen pricing plan of the Platform.

1.2 OTO~Let owns the Software, which is partially developed and/or in the process of being developed and/or in the process of being manufactured to serve the needs of landlords and property managers.

1.3 OTO~Let will conduct a public beta phase of the Platform in South Africa on the Participant to test its functionality, accuracy, and performance prior to making the Software commercially and publicly available to its customers.

1.4 The Participant wishes to obtain the right to use the Software during a testing basis, while such Software is still in the process of being developed, for the purposes of evaluating the Software, and providing input and feedback to OTO~Let for the purposes of improving, inter alia, the functionality, performance and use of the Software.

1.5 OTO~Let has agreed to make the Software available to the Participant which will be made available under the Participant’s selected pricing plan during the public beta period, and on a test basis for such evaluation purposes.

1.6 The Parties wish to record their agreement in respect of the aforementioned in writing.

2. DEFINITIONS AND INTERPRETATION 

DEFINITIONS AND INTERPRETATION 

2.1 For purposes of this Agreement, the following terms shall have the following meanings:

2.1.1 “The Agreement” means the agreement contained in this document comprising any annexures, schedules and the standard terms and conditions read together with the contents as set out in this document. It is specifically recorded that by signing this agreement, the parties agree that all previous agreements between the parties are cancelled, and that this agreement will govern the whole relationship between the parties;

2.1.2 “AFSA” means the Arbitration Foundation of Southern Africa, or its successors in title;

2.1.3 “Authorised User” means Personnel of Participant who have been authorised by OTO~Let in writing to access the Software;

2.1.4 “Business Day” means any calendar day other than a Saturday, a Sunday or a public holiday in the Republic of South Africa;

2.1.5 “Business Hours” means the hours from 08h00 to 17h00 (South African time) on Business Days;

2.1.6 “Commencement Date” means, notwithstanding the Signature Date, the date indicated on the first page as the on which the agreement comes to effect;

2.1.7 “Deliverables” means any deliverable or work product delivered by OTO~Let pursuant to this Agreement;

2.1.8 “Documents” means any available installation and operating instructions, user and support manuals and technical literature pertaining to the Software as supplied by OTO~Let with the Software;

2.1.9 “EULA” means OTO~Let’s standard End-User License Agreement, which is available upon request, as updated and modified from time to time, and is attached to this Agreement;

2.1.10 “Parties” means OTO~Let and the Participant and “Party” means either one of them;

2.1.11 “Personnel” means any director, employee, agent, consultant, contractor or other representative of the Parties;

2.1.12 “Participant Information” means Participants’, its Authorised Users’ and/or its clients’ data (including personal information about an identifiable individual / company) -

2.1.12.1 provided to OTO~Let either by Participant, its Authorised Users or Personnel or by any third party on their behalf (whether directly or via the Software); or

2.1.12.2 which is specific to Participant, its Authorised Users and/or its clients and which OTO~Let generates, processes, or supplies to Pilot Partner through the use of the Software;

but excludes any anonymised, or derived data aggregated that is created by

OTO~Let for its own internal purposes or which is proprietary or confidential to OTO~Let.

2.1.13 “Privacy Policy” means OTO~Let’s standard Privacy Policy, which is available on OTO~Let’s public website.

2.1.14 “Signature Date” means in respect of any document or this Agreement, the date of signature thereof by the Party signing last;

2.1.15 “Software” means the software as described in the Term Sheet and includes -

2.1.15.1 any one or more modules thereof; and

2.1.15.2 the documentation;

whether provided to participant on installation media or remotely in an application service provider environment.

2.1.16 “Term Sheet” means the annexure attached hereto as Schedule 1, detailing the commercial provisions applicable to this Agreement, which may be amended from time to time by agreement between the Parties;

2.1.17 “Public Beta Period” means the date period between the commencement date and the termination, during which the Software of OTO~Let will be made available to the Participant as per their chosen pricing plan, as provided on the website https//:otolet.africa/#pricing;

2.1.18 “Use Parameters” means the parameters of use of the Software, as specified in the

Term Sheet;

2.1.19 “OTO~Let Technology” means any and all technology that OTO~Let has created, acquired or otherwise has rights, title and interest in and may, in connection with the performance of OTO~Let’s obligations under the Agreement, employ, provide, modify, create or otherwise acquire rights, title and interest in and includes but are not limited to all operating and technical information such as all concepts; ideas; methods; methodologies; procedures; processes; know-how; techniques; function, process, system and data models; templates; the generalised features of the structure, sequence and organisation of software, user interfaces and screen designs; general purpose consulting and software tools, utilities and routines; and logic, coherence and methods of operation of systems, all intellectual property that is proprietary to OTO~Let or which is proprietary to a third party to which OTO~Let has rights of use or is in possession thereto, price sensitive information , copyrights; and

2.1.20 “Writing” means any mode of reproducing information or data in paper form and includes, without limitation, hard copy printouts of electronic documents, handwritten documents and fax transmissions, and “Written” and “Write” shall have a corresponding meaning.

2.1.21 “Schedule 2” means the List of Deficiencies already identified in the Software and disclosed by OTO~Let to the Participant.

2.1.22 “Territory” means the geographical area of South Africa within which the participant may use the Software.

3. DISCLAIMER 

3.1 Headings. Headings and sub-headings are inserted for information purposes only and shall not be used in the interpretation of this Agreement.

3.2 References. Unless otherwise stated in this Agreement, references to clauses, subclauses, schedules or paragraphs are references to clauses, sub-clauses, schedules or paragraphs of this Agreement.

3.3 Enactments. References to any enactment shall be deemed to include references to such enactment as re-enacted, amended or extended from time to time.

3.4 References to this Agreement. Unless otherwise stated in this Agreement, references in this Agreement to this Agreement or to any other agreement are references to this Agreement or such other agreement as varied, supplemented, substituted or replaced from time to time.

3.5 References to persons. References to persons shall include natural and juristic persons and references to either Party shall include such Party’s successors or permitted assigns.

3.6 Substantive Provisions. If any provision in a definition is a substantive provision conferring rights or imposing obligations on either Party, notwithstanding that it is only in this clause 3, effect shall be given to it as if it were a substantive provision in this Agreement.

3.7 Calculation of Days. Unless otherwise stated in this Agreement, when any number of days is prescribed in this Agreement, same shall be reckoned exclusively of the first and inclusively of the last day, unless the last calendar day falls on a calendar

day that is not a Business Day, in which case the last calendar day shall be the next Business Day.

3.8 Definitions in the Agreement. Where any term is defined within the context of any particular clause in this Agreement, the term so defined, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, shall bear the meaning ascribed to it for all purposes in terms of this Agreement, notwithstanding that the term has not been defined in this clause 3.

3.9 Contra proferentum excluded. The rule of construction that an agreement shall be interpreted against the Party responsible for its drafting or preparation shall not apply to this Agreement.

4. PILOT TERM / DURATION  

4.1 The pilot phase shall commence on the Effective Date and shall continue indefinitely unless terminated in accordance with this Agreement.

4.2 Either Party may terminate this Agreement by providing one (1) month's written notice to the other Party.

5. PARTICIPANT OBLIGATIONS 

5.1 Participant agrees to use the Platform solely for the purpose of evaluating potential tenants in connection with its property management activities.

5.2 Participant shall provide OTO~Let with feedback, including but not limited to, usability, accuracy, and performance of the Platform.

5.3 Participant shall not reverse-engineer, decompile, or attempt to derive the source code of the Platform.

6. DATA PROTECTION AND PRIVACY 

6.1 Compliance with Laws: OTO~Let and Participant shall comply with all applicable data protection laws, including the Protection of Personal Information Act, 2013 (POPIA) in South Africa.

6.2 Data Ownership:

1. Participant and OTO~Let shall jointly own the data inputted into the Platform by Participant ("User Data").

6.2.1.

Participant and OTO~Let shall jointly own the data inputted into the Platform by Participant ("User Data").

6.3. The results of the processed data, including but not limited to, analytics, insights, and screening outcomes ("Processed Data"), shall remain the sole property of OTO~Let, with granted access to Participant.

6.3.1.

The results of the processed data, including but not limited to, analytics, insights, and screening outcomes ("Processed Data"), shall remain the sole property of OTO~Let, with granted access to Participant.

6.4. Data Security: OTO~Let shall implement reasonable technical and organizational measures, in alignment with POPIA, to protect User Data from unauthorised access, disclosure, or misuse.

6.4.1.

Data Security: OTO~Let shall implement reasonable technical and organizational measures, in alignment with POPIA, to protect User Data from unauthorised access, disclosure, or misuse.

6.5. Consent: Participant warrants that it has obtained all necessary consents from individuals whose personal information is processed through the Platform, in compliance with POPIA.

6.5.1.

Consent: Participant warrants that it has obtained all necessary consents from individuals whose personal information is processed through the Platform, in compliance with POPIA.

7. LIMITATION OF LIABILITY 

7.1 Beta Disclaimer: Participant acknowledges that the Platform is in a public beta phase and may contain errors, bugs, or inaccuracies. OTO~Let makes no warranties, express or implied, regarding the Platform's performance, accuracy, or reliability.

7.2 Exclusion of Liability: OTO~Let shall not be liable for any direct, indirect, incidental, or consequential damages arising from Participant's use of the Platform during the pilot phase, including but not limited to, financial losses, reputational harm, or data breaches.

7.3 Indemnification: Participant agrees to indemnify and hold harmless OTO~Let from any claims, liabilities, or damages arising from Participant's misuse of the Platform or breach of this Agreement.

8. NON-DISCLOSURE OBLIGATIONS 

8.1 Confidential Information: For the purposes of this Agreement, "Confidential Information" shall include all non-public information disclosed by OTO~Let to Participant, including but not limited to, the Platform's algorithms, data, and business processes.

8.2 Non-Disclosure: Participant agrees not to disclose Confidential Information to any third party without OTO~Let's prior written consent.

8.3. Exclusions: The obligations under this clause shall not apply to information

that is:

8.3.1. publicly available;

8.3.1.1. publicly available;

8.3.2. independently developed by Participant; or  (c)   disclosed under legal obligation.

8.3.2.1. independently developed by Participant; or  (c)   disclosed under legal obligation.

9. GRANT OF LICENSE  

9.1 Grant: OTO~Let hereby grants the Participant a limited, revocable, non-exclusive and non-assignable license to use the Software in object code form in accordance with the Use Parameters on the terms and conditions set forth in this Agreement and the EULA, whilst it maintains all rights, title and interest in all Intellectual Property Rights in and to the Software, despite termination of this Agreement.

9.2 Acceptance: The Participant -

9.2.1 accepts the license granted to it in terms of clause 9.1;

9.2.2 acknowledges that it will only use, and grant its Authorised User’s access to, the Software in accordance with the Use Parameters, the EULA and the Privacy Policy;

9.2.3 is authorised only to use the Software for its own internal business purposes;

9.2.4 acknowledges that it does not now, nor will it in future obtain any rights of ownership in and to the Software whatsoever; and

9.2.5 acknowledges that the Software is still in its pre-release phase and is being provided on a beta basis for evaluation purposes only.

9.3 Beta services: The Parties agree that the Software is made available to the Participant in accordance with the chosen pricing plan for the purposes of evaluating and testing the Software. Consequently, OTO~Let will make the Software available to Participant will be billed from the Commencement Date until:

9.3.1 the end of the applicable plan period, as indicated in the pricing plan.

9.4 Availability and use: Participant acknowledges that OTO~Let makes no guarantee as to the accuracy of the Software, and accepts that any data entered into the Software may be permanently lost upon termination of the license under this clause 9. OTO~Let does not accept any liability whatsoever for any loss of data, including Participant Information, resulting from Participant’s access to and/or use and/or testing of the Software during the public beta period and the Participant indemnifies and holds OTO~Let harmless against all losses, liabilities, costs, expenses, fines, penalties, damage, damages and claims and all related costs and expenses arising out of or in connection with any claim

9.5 EULA: Participant warrants that access to the Software shall be provided to Authorised Users who shall be deemed to have accepted the EULA and OTO~Let Privacy Policy in accordance with OTO~Let’s standard policies and procedures at the time as a result of its usage under this Agreement.

9.6 Disclaimer of warranties: Notwithstanding anything to the contrary herein contained, and specifically notwithstanding any representations, warranties, disclaimers or indemnifications made or provided by OTO~Let under this Agreement, the Software is provided “as is”, without any warranty of any nature whatsoever. Use of the Software during the Public Beta Period is at Participant’s own risk, and OTO~Let accepts no liability and provides no indemnity of any nature whatsoever in respect of Participants access to and/or use of the Software. Without limiting the generality of the foregoing, OTO~Let hereby excludes and disclaims all warranties in respect of the Software, whether expressed or implied, statutory or otherwise, including any implied warranties of satisfactory quality, no latent defects, accuracy, merchantability and fitness for a particular purpose, availability, or uninterrupted, error-free, accurate and/or secure use. Participant agrees that no limitation or exclusion of liability under this Agreement shall apply in respect of its access to and/or use of the Software, and that it shall remain fully liable for any damages (whether directly or indirectly) arising out of its access to and/or use of the Software, including resulting from any breach or negligence or unlawful acts or omissions executed by it or its Authorised Users of this Agreement.

9.7 Continued use: Upon expiration of the public beta phase, continued access will require entering into a paid subscription agreement under the latest pricing terms.

10. LIMITATION OF LIABILITY 

10.1 Damages excluded Notwithstanding anything in this Agreement, OTO~Let or its Personnel shall in no event be liable towards the Participant for any direct or indirect, incidental, special or consequential damages or losses (whether foreseeable or unforeseeable) of any kind (including, without limitation, loss of profits, loss of goodwill, lost or damaged data or software, loss of use, downtime or costs of substitute products) arising from this Agreement.

10.2 Exclusions. The limitations and exclusions contemplated in this clause 10 shall not apply to any breach by a Party of the other Party’s proprietary or confidential information or intellectual property, a breach of the restrictions contained in clause 17

or damages arising from a Party’s wilful misconduct (including theft, fraud or other criminal act).

10.3 OTO~Let not liable for Participant’s default. OTO~Let shall not be liable for any loss or damage of whatsoever nature suffered by the Participant arising out of or in connection with any breach of this Agreement by the Participant or any act, misrepresentation, error or omission made by or on behalf of the Participant or the Participant’s Personnel

11. CONFIDENTILITY  

11.1 Confidentiality obligation: Each Party (“Receiving Party") must treat and hold as confidential all information which it may receive from the other Party (“Disclosing Party") or which becomes known to it during the currency of the Agreement.

11.2 Nature: The confidential information of the Disclosing Party means in respect of the purpose of this Agreement, all discussion between the parties, any and all information or date or any nature, tangible or intangible, or in writing and in any format or medium, disclosed by the Disclosing Party and which shall include, without limitation -  11.2.1 All operations, strategies, clientele, suppliers, plans, financial information, it being expressly acknowledged and agreed that the Disclosing Party’s information disclosed to the Receiving Party in pursuance and as part of the Agreement is proprietary, sensitive and confidential in nature;

11.2.2 all software and associated material and documentation, including the

information contained therein or methodologies, formulae,

demonstrations, facilities, networks, and products;

11.2.3 all information relating to –

11.2.3.1 the Disclosing Party's past, present and future research and development;

11.2.3.2 all matters of a confidential nature which relate to the Disclosing Party's business activities, pricing, products, services, customers, as well as the Disclosing Party’s technical knowledge and trade secrets, know-how, ideas, and concepts;

11.2.4 Intellectual property that is proprietary to the Disclosing Party or that is proprietary to a third party and in respect of which the Disclosing Party has rights of use or is in possession thereof (which includes but are not limited to all copyright applications, trademarks, inventions, logos, industrial designs, patents and patent applications, all information relating to the proposed financial product, concept, financial model of structure of such product referred to any document, all corporate names, images, designs, drawings, together with all translations, adaptions, derivations, or combinations thereto, and includes goodwill, and all copyright and applications, registrations and renewals in connection therewith;

11.2.5 assets and liabilities;

11.2.6 operating and technical information;

11.2.7 personal information (as defined in the Protection of Personal Information

Act, No. 4 of 2013);

11.2.8 feedback, results and/or data compiled by the Participant for purposes of this Agreement would become the intellectual property of OTO~Let;

11.2.9 any improvements or adaptations made to the Software will become the intellectual property of OTO~Let;

11.3 The Receiving Party's obligations: The Receiving Party agrees that in order to protect the proprietary interests of the Disclosing Party in the Disclosing Party’s confidential information -

11.3.1 it shall only make the confidential information available to those of the

Receiving Party’s Personnel who are actively involved in the execution of the Receiving Party’s obligations under the Agreement and then only on a “need to know” basis;

11.3.2 it has the appropriate technical and organisation measures in place to safeguard against any unauthorised or unlawful access to the confidential or proprietary information and against accidental loss or destruction of or damage to any data held or processed by it in relation to the Disclosing Party’s confidential information and warrant that it shall initiate internal security procedures reasonably acceptable to the Disclosing Party to prevent unauthorised disclosure and will take all practical steps to impress upon those Personnel who need to be given access to confidential information, its secret and confidential nature;

11.3.3 subject to the right to make the confidential information available to its Personnel under clause 11.3.1, it shall not at any time use any confidential information of the Disclosing Party or directly or indirectly disclose any confidential information of the Disclosing Party to third parties;

11.3.4 all written instructions, drawings, notes, memoranda and records of whatever nature relating to the confidential information of the Disclosing Party which have or shall come into the possession of the Receiving Party and its Personnel, shall be and shall at all times remain the sole and absolute property of the Disclosing Party and shall promptly be handed over to the Disclosing Party when no longer required for the purposes of an Order

11.4 Effect of termination: On termination or expiry of an Order, the Parties will deliver to each other or, at the other Party’s option, destroy all originals and copies of confidential information in their possession, which will be followed by a written notice confirming to the Disclosing Party that it has expunged all such data or material containing, pertaining to or relating to the confidential information and furnish the Disclosing Party with written confirmation that all data and material have been destroyed. This clause will not apply in the event that the parties sign the OTO~Let Subscription Agreement as contemplated in clause 9.7 above in which case confidential information will be covered by the terms and conditions of the OTO~Let Subscription Agreement.

11.5 Exceptions: These obligations shall not apply to any information which –

11.5.1 is lawfully in the public domain at the time of disclosure;

11.5.2 subsequently and lawfully becomes part of the public domain by publication or otherwise;

11.5.3 subsequently becomes available to the Receiving Party from a source

other than the Disclosing Party, which source is lawfully entitled without any restriction on disclosure to disclose the confidential information; or

11.5.4 is disclosed pursuant to a requirement or request by operation of law, regulation or court order; or

11.5.5 belongs to the Disclosing Party and which is or have been disclosed by it on its own accord to third parties.

11.6 Right of use: All notes and any other literature or printed material supplied in the course of providing the Software are supplied solely for the use of full-time Personnel of Participant in the course of their normal duties. Participant undertakes that it shall not, without the prior written consent of OTO~Let, make such literature or material available to any contractors, consultants or consulting organisations which have been or may be employed by Participant.

11.7 Indemnity: The Receiving Party hereby indemnifies the Disclosing Party against any loss or damage which the Disclosing Party may suffer as a result of a breach of this clause by the Receiving Party or the Receiving Party’s Personnel.

11.8 Survival: This clause is severable from the remainder of the Agreement and shall remain valid and binding on the Parties, notwithstanding any termination, for a period of 5 (five) years after the effective date of termination.

12. INTELLECTUAL PROPERTY 

12.1 Intellectual Property Rights vest in OTO~Let. All rights, title and interest, including but not limited to all rights under all copyright, patent and other intellectual property laws (whether pending or granted), in and to the Software shall vest in OTO~Let. The Participant shall not question or dispute the ownership of any of OTO~Let’s intellectual property rights in and to the Software at any time.

12.2 Existing material: All right, title and ownership of any code, forms, algorithms, methodologies, frameworks or materials developed by or for OTO~Let or Participant independently and outside of the Agreement and provided during the course of the Agreement (“Existing Material”) shall remain the sole property of the Party providing the Existing Material.

12.3 Deliverables: All rights, title and interest, including all rights under all copyright, patent and other intellectual property laws (whether pending or granted), in and to any Deliverables shall vest in OTO~Let.

12.4 Retention of rights: OTO~Let has created, acquired or otherwise obtained rights in the OTO~Let Technology and notwithstanding anything contained in the Agreement, OTO~Let will own all rights, title and interest, including all rights under all copyright, patent and other intellectual property laws, in and to the OTO~Let Technology.

12.5 Use of OTO~Let Technology. To the extent that a Party utilises any OTO~Let Technology in connection with such Party’s performance under this Agreement, the OTO~Let Technology shall remain the property of OTO~Let, and the Participant shall acquire no right or interest therein.

12.6 Derivative Works: Unless otherwise agreed to in Writing, with respect to any development, adaptation, enhancement, modification, adjustment or other change to any OTO~Let Technology which may be developed (“Derivative Works”), OTO~Let shall become the owner of all such Derivative Works.

13. WARRANTIES 

13.1 OTO~Let warranties: OTO~Let warrants that it is entitled to grant the license contemplated in this Agreement.

13.2 No representations: The Participant warrants that:

13.2.1 it has not been induced to enter into this Agreement by any prior representations, warranties or guarantees, whether oral or in writing,

except as expressly contained in this clause 13 and that it has the necessary capacity to enter into this Agreement;

13.2.2 it shall ensure that its Authorised Users comply with the terms of the Licence; and

13.2.3 it shall ensure that its Authorised Users acknowledges and comply with OTO~Let’s EULA and the Privacy Policy at all relevant times for as long as this Agreement endures.

13.2.4 The Agreement’s provisions are reasonable, valid and binding and enforceable against Participant.

13.3 Disclaimer of warranties: The warranties set forth in this clause 13 are exclusive and in lieu of all other warranties, whether statutory, express or implied. Without limiting the foregoing OTO~Let disclaims any implied warranties of satisfactory quality and fitness for a particular purpose.

14. CO-OPERATION 

14.1 Co-operation: The Parties agree to co-operate with one another and work together for the purpose set out in clause

14.2 (“Purpose”) and to use all reasonable endeavours to facilitate the achievement of the Purpose to OTO~Let’s reasonable satisfaction.

14.3 Assistance: In order to achieve the Purpose, Participant agrees to provide ongoing

assistance, liaison, input, support and full co-operation and shall, to the extent required by OTO~Let and at Participant’s cost -

14.3.1 comply with the requirements and obligations set out in the Term Sheet timeously and adequately;

14.3.2 render all decisions and approvals required as soon as is reasonably possible;

14.3.3 provide OTO~Let with such reasonable access to Participant’s Information and computer systems as is required for OTO~Let to discharge its obligations in terms of the Agreement and to achieve the Purpose;

14.3.4 make available sufficiently qualified and authorised Participant’s Personnel, with appropriate access rights and permissions;

14.3.5 comply with all reasonable policies, procedures and instructions of OTO~Let in connection with this Agreement;

14.3.6 take commercially reasonable measures to ensure that no malicious software is introduced into the Software or any other OTO~Let system by its Personnel or any third party;

14.3.7 provide OTO~Let and its Personnel with access to adequate working space, office furniture and parking;

14.3.8 provide a suitable infrastructure for the Software to be implemented, in accordance with any specification requirements;

14.3.9 provide electricity services, telephone services and other connectivity at each of Participant’s sites;

14.3.10 obtain and maintain any licenses or consents necessary for OTO~Let to provide the Software to Participant; and

14.3.11 ensure that any infrastructure upon which the Software is dependent is not altered, upgraded (including routine updates or patches) or otherwise changed without giving reasonable advance notice to OTO~Let.

14.4 Accuracy of information: The information to be supplied by each Party to the other during the Public Beta Period shall be accurate, truthful, and complete, to the best of that Party’s knowledge.

14.5 Costs: Each Party will bear all costs, risks, and liabilities incurred by such Party arising out of such Party’s obligations and efforts under this Agreement. Neither Party shall have any right to any reimbursement, payment, or compensation of any kind from the other Party, unless agreed in writing by the Parties or as otherwise set out in this Agreement.

14.6 Undertaking: The Parties undertake at all times to do all such things, perform all such actions and take all such steps and to procure the doing of all such steps as may be open to them and necessary for or incidental to the putting into effect or maintenance of the terms, conditions and import of this Agreement and for the purposes of achieving the Purpose as set out in clause 1.

14.7 Good faith: The Parties shall at all times owe each other a duty of the utmost good faith.

15. AUDIT 

15.1 Participant to maintain records: Participant shall maintain books and records in connection with its use of the Software under this Agreement, and Participant’s general compliance with the terms and conditions of this Agreement. Such records shall include at a minimum the names of all Authorised Users.

15.2 Right to audit: OTO~Let may, at its expense, audit the records of Participant to ensure compliance with the terms of this Agreement. Any such audit shall be conducted during regular business hours, and by prior arrangement at Participant’s offices and shall not unreasonably interfere with Participant's business activities.

16. FEES 

The Participant shall pay fees in accordance with the chosen pricing plan as set out in the Term Sheet. OTO~Let shall not be required to compensate the Participant for any participation in the public beta.

17. RESTRICTIONS ON LICENSE 

The Participant shall not -

17.1 except to the extent as may be permitted by law, modify, translate or create derivative works based on the Software, nor reverse assemble, de-compile or reverse engineer the Software, whether in whole or in part, or otherwise attempt to derive the source code, underlying ideas, algorithms, file formats, programming of the Software or any files contained in or generated by the Software, nor shall it permit, whether directly or indirectly, any third party to do any of the foregoing;

17.2 merge or combine the whole or any part of the Software or any part thereof with any other software or documentation without the prior written consent of OTO~Let;

17.3 grant any unauthorised personnel or third-party direct access to the Software, including by way of lease, download, as an application or bureau service provider or any other method, unless otherwise agreed in Writing between Participant and OTO~Let, and then only to the extent so agreed;

17.4 allow any Personnel to access the source code, underlying ideas, algorithms, file formats, programming of the Software or any files contained in or generated by the Software;

17.5 use the Software to provide an application or bureau service to any third party;

17.6 lend or transfer any part of the Software or any part thereof to any third party;

17.7 sub-license or otherwise transfer the use of the Software, whether in whole or in part, to any third party; or

17.8 remove any proprietary notices or labels on the Software.

18. NON-CIRCUMVENTION 

18.1 Participant agrees not to circumvent OTO~Let's business interests by directly or indirectly engaging with OTO~Let's clients, partners, or suppliers for the purpose of replicating or competing with the Platform.

18.2 This obligation shall survive the termination of this Agreement for a period of five

(5) years.

19. TERMINATION 

19.1 Either Party may terminate this Agreement by providing one (1) month's written notice to the other Party.

19.2 Upon termination, Participant shall cease all use of the Platform and return or destroy all Confidential Information in its possession.

20. GOVERNING LAW AND DISPUTE RESOLUTION 

20.1 This Agreement shall be governed by and construed in accordance with the laws of South Africa.

20.2 Any disputes arising under this Agreement shall be resolved through good-faith negotiations. If unresolved, disputes shall be submitted to arbitration in accordance with the rules of the Arbitration Foundation of Southern Africa (AFSA).

20.1 Managing Directors: Any dispute which arises between the Parties shall be referred to senior executives of the Parties (or their duly authorised representatives) who will use their best endeavours to resolve the dispute in good faith within 5 (five) Business Days of the dispute having been referred to them.

20.2 Failure to resolve: Should the Parties be unable to resolve a dispute, the dispute will be finally resolved in accordance with the Rules of AFSA, by an arbitrator or arbitrators appointed by it.

20.3 Demand for arbitration: Either Party may demand that a dispute be referred to arbitration by giving Written notice to that effect to the other Party within 14 (fourteen) days after the parties have failed to resolve the dispute amongst their managing directors.

20.4 Urgent interim relief. Nothing in the Agreement shall preclude either Party from obtaining interim relief on an urgent basis from a court of competent jurisdiction.

20.5 Arbitration terms: The arbitration referred to in clause 20.2 shall be held –

20.7.1 at Johannesburg in the English language; and

20.7.2 immediately and with a view to its being completed within 21 (twenty-one)    calendar days after it is demanded.

20.6 Right of appeal: The Parties irrevocably agree that the submission of any dispute to arbitration is subject to the Parties' rights of appeal. Either Party may appeal the arbitration ruling by giving Written notice to the other Party to the arbitration within 20 (twenty) calendar days of the ruling being handed down. The appeal shall be dealt with in accordance with the rules of AFSA by a panel of 3 (three) arbitrators appointed by AFSA.

20.7 Parties to be bound: The Parties irrevocably agree that on expiry of the 20 (twenty) calendar day period for appeal or the handing down of the ruling of the appeal panel, as the case may be, as contemplated in clause 20.6, the decision in arbitration proceedings -

20.9.1 shall be final and binding on the Parties;

20.9.2 shall be carried into effect; and

20.9.3 may be made an order of any court of competent jurisdiction.

20.8 Costs: The costs of any reference to arbitration will be borne by the unsuccessful Party, unless otherwise determined by the Parties or the arbitrator, irrespective of which Party referred the dispute to arbitration.

20.9 Severability: This clause 20 is severable from the rest of the Agreement and shall remain valid and binding on the Parties notwithstanding any termination of this Agreement.

20.10 Collection proceedings: OTO~Let retains the right to institute collection proceedings in a court of law of competent jurisdiction for matters involving outstanding payment.

21. ASSIGNMENT 

21.1 No assignment by Participant: The Participant shall not be entitled to cede, assign, delegate or otherwise transfer the benefit or burden of all or any part of the Agreement without the prior Written consent of OTO~let.

21.2 Assignment by OTO~Let: OTO~let shall be entitled to cede, assign, delegate or otherwise transfer the benefit or burden of all or any part of the Agreement without the prior written consent of the Participant, provided that OTO~Let shall notify Participant within a reasonable time of the event occurring.

22. NON-EXCLUSIVITY 

Nothing in this Agreement shall be construed as precluding or limiting in any way the right of OTO~Let to provide software, goods or services of any kind or nature whatsoever to any person or entity as OTO~Let in its sole discretion deems appropriate.

23. SERVICES 

Should Participant require any additional services to be provided in respect of the Software, then the services shall be provided subject to the terms and conditions of a separate agreement which shall be concluded between the Parties.

24. NOTICES AND DOMICILIUM 

24.1 Addresses: The Parties hereby choose domicilium citandi et executandi (“Domicilium”) for all purposes under this Agreement the physical addresses set out on the cover sheet of this Agreement.

24.2 Change of Address: Either Party may give written notice to the other, change its Domicilium to any other physical address in the Republic of South Africa, provided that such change shall take effect fourteen 14 (fourteen) calendar days after delivery of such written notice.

24.3 Deemed Delivery: Notice will be deemed given –

24.3.1 if delivered by hand to a responsible person during Business Hours to the designated physical address, on the date of delivery; or

24.3.2 if sent by pre-paid registered post in a correctly addressed envelope to the designated postal address, on the 10th (tenth) Business Day after the date of posting.

24.4 Notice actually received: Notwithstanding anything to the contrary stated above, if a notice or communication is actually received by a Party, adequate notice or communication shall have been given, even though it was not delivered in the manner described above.

24.5 Use of e-mail: The Parties record that, whilst they may correspond via e-mail during the currency of the Agreement for operational reasons, no formal notice required in terms of the Agreement, nor any amendment or mutual cancellation of or variation to the Agreement may be given or concluded via e-mail.

25. MISCELLANEOUS 

25.1 Entire Agreement: This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements or understandings.

25.2 Amendments: Any amendments to this Agreement must be in writing and signed by both Parties.

25.3 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

25.4 Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same Agreement as at the date of signature of the Party last signing one of the counterparts. The persons signing this Addendum in a representative capacity warrant their authority to do so.”

5. Data Protection and Privacy

OTO~Let is committed to protecting your personal information in compliance with POPIA. Our Privacy Policy outlines how we collect, use, store, and protect your data. By using our Services, you agree to the terms of our Privacy Policy.

6. Fees and Payment

7. Intellectual Property

8. Limitation of Liability

9. Indemnification

You agree to indemnify and hold harmless OTO~Let, its directors, employees, and affiliates from any claims, damages, losses, or expenses (including legal fees) arising out of:

10. Termination

11. Use of Client Logos

By registering for an account with OTO~Let, you grant us a non-exclusive, royalty-free, worldwide, and irrevocable right to use your company name and logo for the sole purpose of identifying you as a user of our services. This may include placement of your logo on our website, marketing materials, investor presentations, and other promotional content.

You may withdraw this permission at any time by providing written notice to support@otolet.africa, after which we will remove your logo within a reasonable timeframe.

12. Governing Law and Dispute Resolution

13. Amendments

OTO~Let reserves the right to modify or update these Terms at any time. We will notify you of any material changes by posting the updated Terms on the Site or through other communication channels. Your continued use of the Services after such changes constitutes your acceptance of the revised Terms.

14. General Provisions

115. Contact Information

If you have any questions or concerns about these Terms or the Services, please contact us at: