Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and Capsense Ltd ("Capsense," "we," "us," or "our") regarding your use of the Capsense employee equity management platform ("Service"). By accessing or using our Service, you agree to be bound by these Terms.

Capsense Ltd is a company registered in England and Wales with our registered office at 71-75 Shelton Street, Covent Garden, London WC2H 9JQ, United Kingdom.

2. Description of Service

Capsense provides a cloud-based employee equity management platform designed specifically for South African companies. Our Service includes:

• Employee Share Ownership Plan (ESOP) management
• Cap table management and reporting
• Vesting schedule calculations and tracking
• Compliance document generation (Section 97, CoR46.2)
• CIPC filing reminders and assistance
• Employee self-service portals
• Automated notifications and reporting

3. Eligibility and Account Registration

To use our Service, you must:

• Be at least 18 years of age
• Have the legal authority to enter into this agreement
• Represent a company incorporated in South Africa
• Provide accurate and complete registration information
• Maintain the security of your account credentials

4. User Responsibilities

4.1 Accurate Information

You are responsible for:

• Providing accurate company and employee information
• Updating information when changes occur
• Ensuring compliance with your company's articles of association
• Obtaining necessary board resolutions and approvals

4.2 Legal Compliance

You must ensure:

• Compliance with South African Companies Act
• Proper employee consent for equity grants
• Accurate tax reporting and withholding
• Timely CIPC filings and regulatory submissions

4.3 Prohibited Uses

You may not:

• Use the Service for illegal activities
• Reverse engineer or attempt to access our source code
• Share account credentials with unauthorized parties
• Upload malicious software or harmful content
• Interfere with the Service's operation or security

5. Subscription and Payment Terms

5.1 Free Trial

We offer free access during beta with full access to our features. No credit card is required to start your trial.

5.2 Paid Subscriptions

• Subscription fees are billed monthly or annually in advance
• Prices are listed in South African Rand (ZAR) unless otherwise specified
• Fees are non-refundable except as required by law
• We may change pricing with 30 days' notice

5.3 Cancellation

You may cancel your subscription at any time. Cancellation takes effect at the end of your current billing period. You retain access to your data for 90 days after cancellation.

6. Intellectual Property Rights

6.1 Our Rights

Capsense owns all intellectual property rights in the Service, including software, documentation, trademarks, and proprietary methodologies.

6.2 Your Rights

You retain ownership of your company data and employee information. You grant us a limited license to process this data to provide the Service.

6.3 Feedback

Any feedback or suggestions you provide may be used by Capsense without compensation or attribution.

7. Data Security and Backup

While we implement industry-standard security measures, you acknowledge that:

• No system is completely secure
• You are responsible for maintaining secure passwords
• We perform regular backups but recommend maintaining your own records
• We will notify you of any security breaches as required by law

8. LIMITATION OF LIABILITY AND DISCLAIMER

8.1 Complete Disclaimer of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CAPSENSE SHALL NOT BE LIABLE FOR:

• ANY INACCURACIES, ERRORS, OR OMISSIONS in calculations, vesting schedules, compliance documents, or any other output produced by the Service
• ANY DECISIONS OR ACTIONS taken by you or your company based on information provided by the Service
• ANY FINANCIAL LOSSES including but not limited to incorrect equity valuations, tax liabilities, regulatory penalties, or lost opportunities
• ANY LEGAL OR REGULATORY NON-COMPLIANCE resulting from reliance on the Service
• ANY ERRORS IN AUTOMATED CALCULATIONS including vesting schedules, option pricing, dilution calculations, or cap table computations
• ANY DAMAGES ARISING FROM DATA LOSS, corruption, or unauthorized access
• ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• ANY DAMAGES EXCEEDING THE FEES PAID by you to Capsense in the 12 months preceding the claim

8.2 No Warranty of Accuracy

CAPSENSE EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF THE SERVICE:

• The Service is provided "AS IS" and "AS AVAILABLE"
• We make NO WARRANTY that calculations, documents, or information will be accurate or error-free
• We make NO WARRANTY that the Service will meet your specific requirements or expectations
• We make NO WARRANTY regarding compliance with any laws, regulations, or standards
• All calculations and outputs should be independently verified before use

8.3 Your Sole Responsibility

YOU ACKNOWLEDGE AND AGREE THAT:

• You are SOLELY RESPONSIBLE for verifying all information, calculations, and documents generated by the Service
• You are SOLELY RESPONSIBLE for all decisions and actions taken based on the Service
• You are SOLELY RESPONSIBLE for compliance with all applicable laws and regulations
• You MUST NOT rely solely on the Service for critical business decisions
• You MUST obtain independent professional advice before taking any significant actions

8.4 Indemnification for Inaccuracies

You agree to INDEMNIFY AND HOLD HARMLESS Capsense, its officers, directors, employees, and agents from any and all claims, losses, liabilities, damages, costs, and expenses (including legal fees) arising from:

• Your reliance on any inaccurate or incomplete information provided by the Service
• Any decisions or actions taken based on the Service
• Any failure to independently verify information before use
• Any regulatory or legal non-compliance

8.5 Force Majeure and System Limitations

We shall not be liable for any failure or delay in performance due to:

• Technical limitations or bugs in software
• Third-party service failures
• Internet connectivity issues
• Force majeure events
• Any circumstances beyond our reasonable control

⚠️ WARNING: The limitations in this Section 8 are fundamental to our agreement. If you do not agree to these limitations, you must not use the Service. Your use of Capsense constitutes acceptance of these limitations.

9. PROFESSIONAL ADVICE DISCLAIMER

THE SERVICE IS A SOFTWARE TOOL ONLY. YOU ACKNOWLEDGE AND AGREE THAT:

• NO PROFESSIONAL ADVICE: Nothing in the Service constitutes legal, tax, financial, or professional advice
• NO ATTORNEY-CLIENT RELATIONSHIP: Use of the Service does not create any professional relationship
• GENERAL INFORMATION ONLY: All templates, documents, and information are general in nature and may not apply to your specific situation
• NO GUARANTEE OF COMPLIANCE: Documents and processes may not comply with all applicable laws or regulations
• MANDATORY PROFESSIONAL CONSULTATION: You MUST consult qualified professionals before making any decisions

You MUST Obtain Independent Professional Advice For:

• Legal compliance with South African Companies Act and all other applicable laws
• Tax implications of equity grants, exercises, and disposals
• Regulatory filing requirements and CIPC compliance
• Employment law and labour relations matters
• Financial reporting and accounting treatment
• Cross-border considerations and international tax
• Any other legal, tax, or regulatory matters

BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED TO SEEK INDEPENDENT PROFESSIONAL ADVICE AND THAT CAPSENSE BEARS NO RESPONSIBILITY FOR YOUR FAILURE TO DO SO.

10. Service Level Agreement

We strive to provide:

• Uptime: 99.9% availability (excluding scheduled maintenance)
• Support Response: Within 24 hours during business days
• Data Recovery: 99.99% durability with automated backups
• Security Updates: Applied within 48 hours of identification

11. Termination

11.1 Termination by You

You may terminate your account at any time through your account settings or by contacting support.

11.2 Termination by Us

We may terminate your account if:

• You breach these Terms
• You fail to pay subscription fees
• You use the Service for illegal activities
• We discontinue the Service (with 90 days' notice)

11.3 Effect of Termination

Upon termination, you retain access to export your data for 90 days. After this period, your data will be permanently deleted unless legally required to retain it.

12. Indemnification

You agree to indemnify and hold Capsense harmless from claims arising from your use of the Service, violation of these Terms, or infringement of third-party rights.

13. Governing Law and Jurisdiction

These Terms are governed by English law. Any disputes will be resolved through:

• Primary: Binding arbitration under LCIA rules in London
• Alternative: Exclusive jurisdiction of English courts
• South African Users: May pursue claims in South African courts for consumer protection matters

14. Force Majeure

We are not liable for delays or failures due to circumstances beyond our reasonable control, including natural disasters, government actions, internet outages, or third-party service failures.

15. Modifications to Terms

We may modify these Terms from time to time. Material changes will be communicated via:

• Email notification to account administrators
• In-app notifications
• Updates to this page with revision date

Continued use of the Service after changes constitutes acceptance of the modified Terms.

16. Severability

If any provision of these Terms is found unenforceable, the remainder shall remain in full force and effect.

17. Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Capsense regarding the Service.

18. South African Specific Provisions

18.1 Consumer Protection Act

South African users are protected under the Consumer Protection Act. These Terms do not limit your rights under this Act.

18.2 Companies Act Compliance

Our Service is designed to assist with Section 97 compliance, but you remain responsible for:

• Ensuring board approval for equity schemes
• Filing required documents with CIPC
• Maintaining proper company records
• Meeting disclosure obligations

18.3 Tax Obligations

You are responsible for all South African tax obligations including PAYE, CGT, and employee tax on equity benefits. We provide reporting tools but do not provide tax advice.

19. Beta Testing Program

19.1 Beta Testing Discounts

During our beta testing period, eligible participants may receive promotional pricing or discounts. To qualify as an "active beta tester" and receive any applicable discounts, participants must:

• Provide at least one piece of constructive feedback that helps improve the platform
• Actively use the Service and test its features
• Report bugs, usability issues, or feature suggestions through our designated feedback channels
• Respond to surveys or feedback requests when solicited

Beta testing discounts are offered at our sole discretion and may be modified or discontinued at any time. Only users who meet the active participation criteria will be eligible for promotional pricing.

20. Contact Information

For questions about these Terms, contact us: