Terms of Use

1. Service Description

VaultFuzion ("the Platform") is an evidence-grade Microsoft 365 protection platform. The Platform is a product of Kapardyn Inc. ("Kapardyn", "the Company", "we", "us"), a Delaware corporation registered in the State of Delaware, United States (file no. 10813519), which contracts for and is responsible for the Platform. Synchplus Consulting (Pty) Ltd ("Synchplus"), registration 2023/710873/07, a company registered in the Republic of South Africa, is the registered business that performs the Services and holds the Microsoft partner registration. The Platform comprises integrated products including the Kapsul8 Microsoft 365 backup product, VentraID (Entra ID Protection), PayI (Client Billing), and EvidenceVault (eDiscovery & Compliance). Not all products may be available to all customers; your specific subscription determines product entitlements.

These Terms of Use ("Terms") govern your access to and use of the Platform, including all associated web portals (Partner Portal, Tenant Control Center, PayI Billing), APIs, and documentation. By using the Platform, you agree to be bound by these Terms.

2. Eligibility and Account Registration

The Platform is designed for use by Managed Service Providers ("MSPs") and their managed tenants. You must be at least 18 years of age and have the legal authority to bind your organisation to these Terms. Each user account is personal and non-transferable. You are responsible for safeguarding your credentials, including multi-factor authentication secrets.

3. Acceptable Use

You agree not to:

• Use the Platform for any unlawful purpose or in violation of any applicable law
• Attempt to gain unauthorised access to other tenants' data or systems
• Interfere with or disrupt the Platform's infrastructure or security mechanisms
• Reverse-engineer, decompile, or disassemble any part of the Platform
• Use the Platform to store data unrelated to its intended purpose (Microsoft 365 backup or other contracted services)
• Exceed the Fair Usage Policy storage limits for your subscription tier
• Share credentials or allow unauthorised third-party access to your account

4. Data Ownership and Intellectual Property

You retain all rights to the data you back up, store, or process through the Platform ("Your Data"). The Company does not claim ownership of Your Data. We access Your Data only to provide the services you have requested (backup, restore, eDiscovery) and as required by law.

The Platform, its source code, algorithms, user interface, documentation, and all associated intellectual property are owned by Kapardyn Inc. and are protected by South African and international copyright and intellectual property laws.

5. Subscription, Billing, and Payment

Subscription fees are billed per seat per month. Billing uses the current active and archived seat counts for the period, with your band’s committed-seat floor where one applies. The per-seat rate is determined by your subscription tier. Prices are quoted in South African Rand (ZAR) unless otherwise specified. South African customers are subject to 15% Value-Added Tax (VAT). Commitment discounts (10%, 18% and 25% on Kapsul8; 15%, 25% and 35% on VentraID) apply to the Kapsul8 seat rate and the VentraID tenant rate respectively, for 1-, 3- and 5-year commitments; no other add-on is discounted. Payment is processed through Peach Payments. Failure to pay may result in service suspension after a 14-day grace period.

Seats whose mailbox is no longer found in Microsoft 365 but whose backup data is retained are classified as Archived Seats and billed at 50% of the applicable per-seat rate until all retained data has been destroyed. Pausing a mailbox does not archive it; a paused seat bills at the full rate. Seats under active legal hold remain at the archived rate indefinitely until the hold is released and data is destroyed.

6. Pricing and Feature Changes

The Company reserves the right to change the pricing of any subscription tier, add-on, or service. We will provide at least thirty (30) days' written notice for month-to-month customers, and at least sixty (60) days' written notice for customers on a committed term (1Y / 3Y / 5Y), via email to your registered billing contact, before any pricing change takes effect. If you do not agree to a pricing change, you may terminate the affected subscriptions without incurring the Section 12 early-termination fee by providing written notice to the Company before the new pricing takes effect.

The Platform, its features, functionality, integrations, user interface, and associated services may be modified, suspended, or withdrawn by us, in our sole discretion, without notice to you. We may add, replace, or discontinue features or products at any time, including during a committed subscription term. We will use commercially reasonable efforts to notify you in advance of material changes, but are not obligated to do so.

7. Fair Usage and Storage Limits

Microsoft 365 subscription tiers include a fair usage storage allocation of 50 GB per seat per month, unless a different allocation is explicitly specified in your signed subscription agreement or contract. The Company reserves the right to change fair usage limits and storage allocations at any time with at least thirty (30) days' written notice.

If your aggregate Microsoft 365 storage usage exceeds your fair usage allocation, we will notify your MSP administrator. Backup operations will continue, but the MSP will be billed for overage storage at the prevailing overage rate. Repeated or excessive overage may result in throttling or, at our discretion, mandatory tier upgrade.

Full details of storage allocations, overage rates, and throttling policies are set out in our Fair Usage Policy.

VentraID is billed per tenant rather than per seat. The Entra ID Advanced tier carries a fair-use ceiling of 299 billable seats per tenant, a billable seat being a licensed Exchange Online user mailbox. Exceeding that ceiling does not suspend, throttle, downgrade or re-price the Service and does not withhold any feature. It causes the Company to review the account and, where appropriate, to raise a negotiated commitment with you. Any change to your pricing or entitlement requires your agreement in writing, and the notice period in clause 6 applies.

8. Account Suspension and Service Disruption

The Company reserves the right to suspend, disable, or restrict your access to the Platform, including all associated login IDs, portals, APIs, and backup data, at the Company's sole discretion if:

• You violate any provision of these Terms, the Acceptable Use policy, or the Fair Usage Policy
• Your use of the Platform is disruptive to infrastructure, other customers, or the service as a whole
• Payment is overdue by more than fourteen (14) days
• We reasonably believe your account has been compromised or is being used for fraudulent activity
• We are required to do so by law, regulation, or court order
• Force majeure events prevent us from providing the service

Upon suspension due to non-payment or violation, all remaining fees and subscription costs for the committed term must be paid in full before access to the Platform, features, and data can be resumed. The Company will use commercially reasonable efforts to provide notice before suspension where practicable, but is not obligated to do so in cases involving security threats, legal requirements, or infrastructure disruption.

9. Limitation of Liability

To the maximum extent permitted by South African law, the Company's total aggregate liability for any and all claims arising from or related to the Platform, these Terms, or the services provided hereunder shall not exceed the fees actually paid by you under these Terms in the six (6) months preceding the event giving rise to the claim.

In no event shall The Company, its directors, officers, employees, agents, licensors, or suppliers be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, loss of business opportunity, cost of procurement of substitute services, or business interruption, regardless of the cause of action or theory of liability (contract, tort, or otherwise), even if the Company has been advised of the possibility of such damages.

10. POPIA Compliance

We process personal information in accordance with the Protection of Personal Information Act, 2013 (POPIA). Synchplus acts as an Operator (processor) on behalf of our customers (Responsible Parties). Our data retention policies comply with POPIA Section 14 (retention limitation) and support configurable retention periods up to 7 years for compliance purposes. See our Privacy Policy for full details.

11. Service Level Agreement

We target 99.9% monthly availability for the Platform control plane, measured on a calendar-month basis and excluding scheduled maintenance, force majeure events, and outages caused by third-party services (including Microsoft Graph, the customer's chosen payment gateway, and internet transit providers). Scheduled maintenance windows are communicated at least 48 hours in advance. Where a formal Service Level Agreement is included in your signed subscription agreement, service credits are calculated and applied as set out in that SLA, are capped at one hundred percent (100%) of the affected month's subscription fee for the affected service, and are the sole and exclusive financial remedy for availability shortfalls.

12. Early Termination

If you terminate your subscription before the end of your committed service term for any reason other than a material, uncured breach by the Company, a pre-estimated termination fee equal to the remaining committed subscription fees through the end of the committed service term becomes payable. This amount reflects a genuine pre-estimate of the Company's loss, including engineering, onboarding, and the recovery of the multi-year commitment discount applied to your base rate, and is not a penalty.

Where the Consumer Protection Act 68 of 2008 ("CPA") applies to your subscription, the applicable reasonable cancellation charge will be calculated in accordance with section 14 of the CPA and regulation 5 of the CPA Regulations. This early termination fee may, at the Company's discretion, be waived or reduced by written decision of the VaultFuzion General Manager of Backup & Restore, the Chief Product Officer, or the Chief Executive Officer of Kapardyn Inc. (with the CEO's authority superseding all other persons).

Upon termination (whether by you or by us), we will make Your Data available for export for a period of thirty (30) days. After this period, Your Data will be securely deleted in accordance with our data retention and destruction policies, including issuance of SHA-256 destruction certificates where applicable.

13. Amendments to These Terms

The Company reserves the right to amend these Terms at any time. We will notify you of material changes via email at least thirty (30) days before they take effect. The updated Terms will be effective on the date specified in our notice unless you notify us in writing that you object within that thirty (30) day period.

By continuing to use the Platform after the effective date of amended Terms without having submitted a written objection, you agree to comply with the updated Terms. Should you object to amended Terms, The Company will allow you to either (a) continue under the prior Terms until the end of your current committed service term, or (b) terminate the affected subscriptions subject to the early termination provisions in Section 12.

14. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Republic of South Africa. Any dispute arising from these Terms shall first be submitted to mediation under the rules of the Arbitration Foundation of Southern Africa (AFSA). If mediation fails, the dispute shall be resolved by arbitration under AFSA rules. The seat of arbitration shall be Johannesburg, Gauteng.

15. Contact

For questions about these Terms, contact us at legal@kapardyn.com.