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TERMS OF SERVICE

Effective Date: 24 August 2026
Version: 2

These Terms of Service must be read with the Privacy Policy, Henry Consumer Privacy Notice, Operator Agreement, Customer Acceptable Use Policy, Service Level Agreement, Suboperator List, Security and Incident Schedule, Retention, Deletion and De-identification Schedule, International Transfer and Recipient Register, the applicable Henry Ingest, Henry Insights or Henry Exchange Product and Processing Schedule, Commercial Terms and Online Order Record. Together, they form the standard Agreement.

Standard and Enterprise arrangements: The standard position described in this document applies unless a signed Enterprise Annex expressly varies an eligible, identified contractual matter. Where legally and operationally available, any enhanced or non-standard scope, service level, support, infrastructure, assurance, reporting, implementation or other commitment must be separately requested, assessed, approved and priced under the Enterprise Agreement. An Enterprise Annex cannot alter statutory rights or mandatory legal obligations.

KEY TERMS TO REVIEW

To support informed acceptance, please note that the Agreement limits each party's ordinary liability; excludes specified losses; allocates defined third-party claim responsibilities; permits recurring billing, applicable commission obligations, proportionate suspension and automatic renewal; authorises specified storage and processing of Tenant Data; confirms Tenant rights in source Tenant Data while reserving Henry's ownership of the platform, enrichment, generated Outputs, Custom Development and proprietary methodology; grants limited use rights to paid Henry Outputs without transferring ownership; provides a 90-day post-termination export period followed by the stated deletion lifecycle; and requires confidential AFSA arbitration in Cape Town, subject to mutual urgent court remedies.

By accepting, the accepting person confirms authority to bind the Tenant and acknowledges that these provisions were specifically drawn to the Tenant's attention.

1. Parties, Formation and Definitions

1.1. These Terms are between Henry AI (Pty) Ltd, registration number 2023/620906/07, trading as Henry, Henry AI, Henry Ingest, Henry Insights and Henry Exchange (Henry, we, us or our), and the legal entity identified during registration or checkout (Tenant, you or your).

1.2. An individual authorised by the Tenant to access the Service is an Authorised User or User. The Tenant is responsible for its Users, administrators, contractors, API clients and persons using its credentials or environment. A User must accept applicable User restrictions but does not become liable for Tenant Fees merely by using the Service.

1.3. The accepting person warrants that they are at least 18, the Tenant's details are accurate, and they have authority to bind the Tenant. If that authority representation is incorrect, the accepting person is liable for resulting loss. This does not reduce the Tenant's responsibility where it knew of, allowed, ratified or benefited from the subscription.

1.4. To provide a straightforward online process, registration or checkout with an affirmative checkbox is an offer, which Henry accepts by activating the Tenant environment or sending confirmation. The Agreement is then concluded in Cape Town without a Henry signature. The accepted document versions, Online Order Record, authenticated acceptance record, payment and continued authorised use may evidence acceptance or ratification to the extent permitted by law.

1.5. Each legal entity requires a separate Tenant account unless Henry agrees otherwise. The adult business Service includes Henry's websites, application, APIs, Henry Exchange and selected hosted AI, analytics, workflow, document and transaction services.

1.6. To protect customers and verify lawful use, Henry may delay or decline access while verifying identity, authority, payment, security, legality or the intended workflow. Henry will aim to complete verification promptly once it has the necessary information.

1.7. In this Agreement:

  • Approved Business Purpose means the Tenant's own lawful business or expressly approved transaction workflow identified in the Online Order Record, applicable Product and Processing Schedule or signed Externalisation Commercial Annex;
  • AUP means the Customer Acceptable Use Policy;
  • Authorised Recipient means a customer, bank, dealer, transaction participant, auditor, regulator or professional adviser expressly identified by category in an approved workflow or Online Order Record and receiving only the minimum individual Henry Output reasonably necessary for its approved consumptive, transaction, audit, advisory or regulatory purpose. A technology vendor, developer, data provider, consultant or competitor is not an Authorised Recipient merely because it supplies services to the Tenant;
  • Business Day means Monday to Friday, excluding a South African public holiday, and Business Hours means 09:00 to 17:00 South African Standard Time on a Business Day;
  • Custom Development means every bespoke, customised, Tenant-specific or project-specific work, configuration, integration, module, workflow, specification, report, deliverable or professional-services work product created, configured, adapted or developed by or for Henry, whether alone or with a Tenant, under a statement of work, proposal, workshop, implementation or otherwise;
  • De-identified Data means information processed so that no person or Tenant is identified or reasonably identifiable by Henry or a recipient, taking account of other data reasonably available to that party, and excludes pseudonymised data or data capable of singling out a person or Tenant;
  • Enriched Data means data or a data layer created through Henry's validation, standardisation, cleansing, extraction, structuring, transformation, matching, linking, deduplication, scoring, inference, augmentation, classification or analysis of Tenant Data or other authorised data, including the added structure, compilation, relationships, provenance, corrections, annotations, scores, indicators, insights and other added value. Enriched Data that identifies or reasonably permits identification of a person remains Personal Information subject to POPIA and the Operator Agreement notwithstanding this contractual category;
  • Externalisation means selling, licensing, sublicensing, monetising, white-labelling, redistributing or providing recurring, bulk or productised third-party access to a Henry Output, or incorporating a Henry Output into a commercial API, platform, dashboard, data feed, software product, data product or third-party service. It excludes an Authorised Recipient's ordinary consumptive use of an individual Henry Output for the approved underlying transaction, audit, advice or regulatory purpose;
  • Externalisation Commercial Annex means a separately negotiated written annex satisfying Section 2.9 and signed by authorised representatives of both parties;
  • Fees means all amounts due to Henry;
  • Henry Lead Data means Personal Information sourced, collected or obtained by Henry directly or received from a source organisation and thereafter controlled by Henry as Responsible Party for an authorised Henry matching, product-presentation, routing or ecosystem workflow;
  • Henry Output means every Output generated through or using Henry Technology. A reference to a Tenant-Specific Henry Output identifies only its intended recipient or underlying data source and never ownership;
  • Henry Technology means all existing and future technology, materials and intellectual property developed before, during or after a Tenant relationship, whether independently or while providing Services, including software, source code, object code, platforms, applications, APIs, integrations, models, model configurations, weights, parameters, prompts, system prompts, prompt libraries, prompt chains, agents, orchestration, tools, agent configurations, algorithms, formulae, scoring systems, decision rules, methods, methodologies, processes, workflows, schemas, database structures, data models, field mappings, taxonomies, ontologies, classification systems, embeddings, vector representations, indices, extraction, matching, linking, deduplication and enrichment logic, digital-twin architecture, entity-resolution methods, interfaces, designs, dashboards, visualisations, templates, reports, specifications, documentation, security architecture, controls, configurations, benchmarking and evaluation methods, test suites, evaluation datasets, performance results, reusable tools, components, modules, frameworks, know-how, trade secrets, Proprietary Methodology, Improvements, modifications, adaptations and derivative works, and all intellectual-property rights in them;
  • Improvements means every improvement, modification, enhancement, learning, discovery, idea, method, configuration or development arising from providing the Service, Tenant requirements or configurations, support or implementation, observed usage or performance, error correction, evaluation or testing, feedback or feature requests, Custom Development, a workshop or the lawful use of Service Usage Data, De-identified Data or other permitted information;
  • IP Assignment Instrument means a separately negotiated written instrument that precisely identifies the intellectual property assigned, expressly states that it overrides the relevant Henry-ownership provisions, records completion of Henry's designated legal and executive approval process and is signed by an expressly authorised Henry signatory. An Enterprise Annex, Online Order Record, statement of work, proposal, purchase order, specification, payment record, email, demonstration or configuration is not an IP Assignment Instrument unless it is expressly titled and executed as one and satisfies all these requirements;
  • Online Order Record means Henry's durable system record of the accepted product, scope, pricing, Subscription Period, document versions and authorised representative;
  • Output means anything generated, produced, processed, extracted, structured, transformed, inferred, calculated, linked, matched, enriched, classified, validated, scored, ranked, predicted, recommended, summarised, visualised or otherwise created through or using Henry Technology, whether model-generated, rules-generated or human-assisted and whether presented in an interface, API, report, file, database, communication, integration or export. It includes extracted and structured records, Enriched Data, processed datasets, linked records, relationship graphs, digital twins, classifications, validations, reports, summaries, exports, dashboards, visualisations, indicators, scores, rankings, predictions, recommendations, insights, AI-generated content, matches, routes, campaign selections, transaction and funnel intelligence, benchmarks, performance results, analytical findings, bespoke or Tenant-specific deliverables, Custom Development deliverables, compilations, arrangements and transformations of Tenant Data, Henry-generated corrections, annotations and provenance information, and every modification, adaptation, derivative, reproduction or representation of those items;
  • Proprietary Methodology means Henry's non-public methods, workflows, architecture, configurations, logic, commercial intelligence, data structures, prompts, algorithms, formulae, scoring, matching, routing, optimisation, evaluation, implementation knowledge and know-how, protected as Henry Confidential Information and trade secrets;
  • Service Usage Data means technical, metering, telemetry, performance, reliability and security data, excluding substantive Tenant Data;
  • Subscription Period means the initial and renewal periods stated in the Online Order Record;
  • Tenant Materials means the Tenant's pre-existing or independently developed materials, specifications, content, branding and information supplied by or for the Tenant, excluding any Henry Technology, Henry Output, Enriched Data or Improvement embedded in or supplied with them;
  • Tenant Data means Tenant Materials and unchanged source records connected or processed for the Tenant, excluding Henry Lead Data, Henry Technology, Henry Outputs, Enriched Data, De-identified Data and Service Usage Data;
  • Territory means South Africa unless the Online Order Record or Externalisation Commercial Annex expressly identifies another authorised territory; and
  • Third-Party Service means a service, model, system, source or integration not controlled by Henry.

1.8. Henry supplies technology, data processing, matching, routing and workflow support and controls the approved participant network, product presentation, preliminary matching, ranking and routing for Henry-determined Exchange workflows. Unless an applicable product notice expressly identifies Henry as product provider, Henry is not a credit provider, lender, insurer, underwriter or financial adviser and does not grant credit, underwrite risk, provide regulated advice, guarantee approval or conclude a regulated product for a participant. A participant becomes independently responsible when it applies its own eligibility, affordability, underwriting, pricing or product rules, meets its legal duties or supplies its own product, whether or not direct contact details have been released. Henry will not rely on this allocation if its actual personnel or systems perform a regulated activity; a materially changed workflow requires legal review and an updated Product and Processing Schedule before use.

1.9. The Online Order Record must identify each purchased product and applicable Product and Processing Schedule, enabled connectors and material high-risk features, approved regions or residency commitment, and any Commercials Record. A capability described in general materials is not purchased or authorised unless the accepted scope enables it.

2. Ownership and Customer Use Rights

2.1. As between the parties, Henry and its licensors own all right, title and interest, to the fullest extent legally possible, in Henry Technology, Henry Outputs, Enriched Data, Proprietary Methodology, Improvements and Custom Development, before and after payment. Henry may register, enforce, license, commercialise, modify, combine, reuse and further develop them. The Tenant retains its rights in its pre-existing Tenant Materials and unchanged source Tenant Data. Nothing in the Agreement gives Henry ownership of a Data Subject's Personal Information or changes the rights and duties created by POPIA.

2.2. Henry's ownership applies even where a Henry Output is generated from Tenant Data, created for the Tenant, requested, configured, specified, tested or paid for by the Tenant, described as bespoke, customised, Tenant-specific or a deliverable, informed by feedback, requirements, rules, prompts, workflows or domain knowledge, exported or supplied to the Tenant, or incorporates or reflects facts in Tenant Data. Tenant involvement creates no joint authorship, joint ownership, partnership, fiduciary relationship, exclusivity or implied assignment. Henry owns all protectable intellectual property in the selection, structure, arrangement, enrichment, presentation and compilation of Henry Outputs.

2.3. Facts, Personal Information and some machine-generated material may not themselves be property or qualify for copyright. In that event, Section 2 does not claim ownership of the underlying fact, Personal Information or unchanged source record. Henry's rights remain protected through the Agreement's access and use restrictions, confidentiality, database and compilation rights where applicable, trade-secret protection and ownership of Henry Technology, Enriched Data and the protectable selection, structure, arrangement, transformation and presentation surrounding the material.

2.4. To the extent any intellectual-property right in Henry Technology, a Henry Output, Enriched Data, an Improvement or Custom Development does not automatically vest in Henry and is acquired by the Tenant or a person acting for it, the Tenant hereby assigns that right to Henry on creation, including future copyright to the extent permitted by law. The Tenant must, and must procure that relevant personnel and contractors, execute documents and do acts reasonably required to confirm or perfect Henry's title. Nothing in this clause assigns a Data Subject's privacy rights or the Tenant's rights in unchanged source Tenant Data. To the extent moral rights cannot be assigned, the Tenant must procure every consent or non-assertion permitted by law that is reasonably necessary for Henry to exercise the assigned rights.

2.5. Subject to full payment and continued compliance, Henry grants the Tenant a limited, non-exclusive, non-transferable, non-assignable and non-sublicensable contractual licence during the Subscription Period to permit Authorised Users to access the selected hosted Service and use the specified Henry Outputs only for the Approved Business Purpose, authorised workflows, environment, Territory and Users stated in the Online Order Record. The licence is subject to third-party rights, privacy law and the Agreement, includes no source code, model weights, parameters, prompts, internal logic or Proprietary Methodology, and may be suspended or terminated for non-payment, infringement, misuse or material breach. Payment activates the applicable licence and never transfers ownership.

2.6. The hosted-Service licence is distinct from the right to use a business result. An Authorised User may use an individual report, match, transaction record, recommendation or other paid Henry Output in the Tenant's own approved workflow and may disclose the minimum necessary part to an Authorised Recipient for ordinary consumptive use in the underlying transaction, audit, advice or regulatory process. Each recipient must be bound by law, professional duty or written terms to confidentiality, security, purpose limitation, no competitive or technical use and no onward disclosure. The Tenant remains responsible for every act and omission of its Users, affiliates, contractors and recipients.

2.7. After termination, the Tenant may retain and use only clearly identified, fully paid individual reports and transaction records already lawfully supplied before termination, solely for their original lawful internal business, completed-transaction, regulatory or recordkeeping purpose. This surviving licence excludes continued platform access, datasets, bulk exports, live dashboards, models, digital-twin environments, recurring feeds and reusable analytical products unless an Externalisation Commercial Annex expressly permits them. It remains subject to confidentiality, attribution, non-commercialisation, non-compete-use and intellectual-property restrictions, prohibits sublicensing, and terminates automatically for prohibited use.

2.8. The Tenant must not Externalise any Henry Output without an Externalisation Commercial Annex. Without limiting that prohibition, it must not sell, license, sublicense, monetise, white-label or rebrand a Henry Output; supply it as a standalone service or data product; incorporate it into a commercial API, platform, dashboard, data feed or software product; provide bulk or recurring third-party access; generate revenue from third-party access; use it as a substitute for the Service; permit another technology provider to ingest or process it; use it to develop or enhance another analytical, AI, matching, routing or decision-support product; remove proprietary notices; or conceal its Henry source.

2.9. An Externalisation Commercial Annex must identify the permitted Henry Output, recipients, use case, territory, duration, attribution, security, onward-use restrictions, audit rights, revenue share, success fee or licence fee, reporting and reconciliation, minimum commitments, termination and run-off, and treatment of derived products. The Annex grants only the express commercial-use licence and does not transfer ownership.

2.10. Henry owns all Custom Development and bespoke deliverables by default. The Tenant grants Henry a non-exclusive, worldwide, royalty-free licence to use Tenant Materials and specifications as reasonably necessary to perform the work and warrants that they and Henry's instructed use do not infringe third-party rights. Henry may reuse all generalised tools, code, modules, methods, knowledge and Improvements. Specifications, collaboration, workshops, payment and acceptance testing create no joint ownership; acceptance concerns conformity only. A statement of work, proposal or purchase order cannot assign intellectual property or override this Section.

2.11. The Tenant grants Henry a perpetual, irrevocable, worldwide, transferable, sublicensable and royalty-free right to use feedback, ideas, suggestions, feature requests and improvement requests for any purpose. Feedback creates no payment, attribution, approval, exclusivity or ownership right. Henry personnel may use general skills, ideas, concepts and know-how retained in unaided memory, provided they do not disclose Tenant Confidential Information or misuse identifiable Tenant Data. No feedback, workshop, co-design or product request restricts Henry from serving others or developing similar functionality.

2.12. Henry owns Service Usage Data, lawfully created De-identified Data, aggregate analytics, system-performance information, benchmarks, safety and evaluation results, statistical relationships, generalised learnings and Improvements derived from lawful Service operation. This clause is subject to POPIA, documented instructions, purpose limitations and the distinction between de-identified and pseudonymised information. It does not authorise identifiable Tenant Data for an unrelated purpose or to train a general-purpose shared foundation model without the required lawful authority. Privacy restrictions do not transfer ownership of Henry Technology or Henry Outputs to the Tenant.

2.13. Because the Service is hosted, the Agreement requires no delivery or escrow of source code, object code, model weights, parameters, prompts, training structures, deployment packages, internal logic or Proprietary Methodology. No rights arise by implication, estoppel, exhaustion, payment, course of dealing or otherwise; all rights not expressly licensed are reserved.

2.14. No Enterprise Annex, Online Order Record, statement of work, proposal, purchase order, specification, payment, email, demonstration, configuration or course of dealing transfers ownership of Henry intellectual property. An exceptional assignment is effective only through an IP Assignment Instrument. Any purported assignment that does not satisfy that definition is ineffective to the fullest extent permitted by law.

2.15. Professional services and Custom Development require an accepted statement of work stating scope, deliverables, dependencies, milestones, Fees, change control, acceptance criteria and the effect of Tenant or provider delay. A deliverable is accepted when the stated criteria are met or, if no period is stated, ten Business Days after delivery unless the Tenant identifies a material non-conformity with reasonable detail. Henry will correct a confirmed non-conformity within scope; an enhancement is subject to change control. Acceptance and payment do not affect ownership.

3. Use Restrictions and Tenant Responsibility

3.1. The Tenant and Users must comply with the Customer Acceptable Use Policy, which contains the restrictions governing use of the Service.

3.2. To protect the Tenant's environment and information, credentials, tokens, API keys and sessions are confidential. The Tenant must apply least privilege, prohibit shared accounts, remove obsolete access and report suspected compromise immediately.

3.3. The Tenant is responsible for the environment, integrations, Users and credentials it controls. Henry remains responsible for its express obligations under the Agreement, subject to Section 7.

3.4. To preserve appropriate access, Tenant separation and Henry's proprietary interests, legal advisers, auditors and regulators may receive minimum necessary access only where reasonably required and subject to confidentiality, security, purpose limitation and non-use obligations. Henry's prior written approval is required before any technology vendor, developer, consultant, data provider or competitor accesses the Service or a Henry Output; credentials or API access are shared; a Henry Output is loaded into another AI or analytical system; technical testing or benchmarking occurs; or screenshots, demonstrations or technical material are disclosed outside the Tenant. Approval may be conditional and does not expand the licence. The Tenant is responsible for every act and omission of its Users, affiliates, contractors, recipients and approved vendors.

3.5. Monitoring and the related processing of personal information are governed by the Privacy Policy Section 3.

3.6. By affirmatively accepting the Agreement and participating in an authorised application, request or transaction, the Tenant agrees that Henry and the approved Tenants, Users, dealers, lenders, providers, referral partners and other transaction participants involved in that workflow may contact the Tenant and its Authorised Users through the communication channels selected in the Service. The Tenant may communicate with those approved participants where reasonably necessary to source, assess, administer, fulfil, reconcile or support the same application, request or transaction. The Tenant authorises Henry to route those communications and instructs Henry to disclose the minimum account, role, transaction and message information required for the conversation. Access must be limited to the authorised participants and active purpose; this clause does not permit access to another Tenant's environment or unrelated information.

3.7. Each Tenant communication must identify the actual sender, be relevant and proportionate to the authorised workflow, and comply with the AUP, confidentiality, privacy, regulated-conduct and recordkeeping requirements. A Tenant may not use operational messaging for unrelated solicitation or direct marketing. The Tenant remains responsible for its own communications and must ensure that its Users and designated individual contacts receive required notice and make any personal communication or marketing choice required by law. Acceptance by a representative on behalf of the Tenant does not substitute for an individual's separate consent where law requires it.

4. Data and Processing Rights

4.1. During the Agreement and applicable return, retention and deletion period, the Tenant instructs and grants Henry and its authorised providers a non-exclusive worldwide right to collect, receive, host, store, cache, copy, replicate, back up, transmit, access, organise, index, extract, analyse, validate, match, route, display, return, restrict, de-identify and delete Tenant Data only to provide, support, secure and improve the reliability of the selected Service and enabled workflows, follow documented instructions and comply with law. This right is limited by the Privacy Policy, Operator Agreement and supporting schedules and transfers no ownership interest.

4.2. The Tenant instructs Henry through its selected settings and workflows. The Operator Agreement Sections 1, 3 and 4 govern the related roles, instructions and responsibilities; lawful-basis and minimality details are in the Privacy Policy Section 5.

4.3. Henry owns Service Usage Data and lawfully created De-identified Data, subject to the Tenant's underlying rights and the de-identification restrictions in the Privacy Policy and Retention, Deletion and De-identification Schedule. Henry will not treat pseudonymised or Tenant-identifiable information as De-identified Data.

4.4. To protect customers, affected persons and the Service, Henry may take proportionate steps to quarantine, restrict, redact, return or delete material it reasonably considers unlawful, prohibited, malicious, insecure, rights-infringing or contrary to the Agreement or AUP.

4.5. Where Henry makes Henry Lead Data available, it grants the Tenant a limited, non-transferable right to access and process it during the authorised workflow solely as Henry's Operator under the Operator Agreement, Privacy Policy and configured instructions. This right does not permit unrelated use, sale, onward disclosure or creation of an independent lead database.

4.6. Henry will not sell Tenant Data, use it for targeted advertising or unrelated user profiling, or use identifiable Tenant Data to train a general-purpose or shared foundation model except on the Tenant's separate documented instruction. Product-specific AI processing, safety retention and human-review qualifications appear in the applicable Product and Processing Schedule and Suboperator List.

4.7. The applicable Responsible Party must provide the privacy notification required by law. Henry may rely on the Privacy Policy and Henry Consumer Privacy Notice, with brief contextual wording only where those documents do not make an indirect source, material new use or legally required choice sufficiently clear. Enabling a workflow does not replace a legally required consent or authorise a materially different product, recipient or purpose.

4.8. Henry will preserve available source references, extraction time, material transformations, model or rule version, confidence or exception information and recipient history for material derived fields and outputs where the applicable Product Schedule requires them. A Tenant or affected person may dispute information without first proving manifest error. The applicable Responsible Party must restrict disputed information from consequential use where appropriate and ensure verified corrections are propagated as described in the Privacy Policy and Product Schedule.

4.9. Before submitting a lead, the Tenant warrants that it lawfully collected the Personal Information, gave all required notices, obtained authority to disclose it to Henry for the documented preliminary matching and funnel purpose, supplied accurate source and provenance information, and provided Henry with its applicable privacy notice or identified a current public version. Henry does not control or assume responsibility for the Tenant's independent pre-delivery conduct and may rely on these warranties unless it has reasonable grounds to question them. Henry may seek evidence and restrict, quarantine, reject or stop affected processing.

5. Privacy, AI and Third-Party Services

5.1. The Privacy Policy, Henry Consumer Privacy Notice and applicable Product and Processing Schedule state Henry's processing practices, roles, AI and automated-processing rules, product-category choices, security measures, retention, transfers, marketing, cookies and data-subject rights. The Operator Agreement governs appointment, documented instructions, upstream Tenant warranties and responsibilities where Henry processes Tenant Data as Operator or a Tenant processes Henry Lead Data as Operator.

5.2. AI features are designed to support, not replace, appropriate human judgement and may produce inaccurate, incomplete or biased outputs. Before a material credit, insurance, employment, legal, financial or similarly consequential use, the Tenant must ensure meaningful review by a suitably authorised person who can understand relevant limitations, consider contrary information, override the output and give the affected person a reasonable review and correction route. The applicable workflow must record the model or rule version, material inputs, confidence or limitation information, output, reviewer and override where the Product Schedule requires it. Henry remains responsible for its express processing and security duties; the licensed participant remains responsible for the regulated decision.

5.3. Henry integrates selected Third-Party Services to offer useful features. Enabling a service is the Tenant's documented instruction to make the transmissions reasonably required for that feature. Provider identities, locations, roles and processing details are in the Suboperator List, International Transfer and Recipient Register and Product and Processing Schedules. Independent Third-Party Services remain governed by their own terms. Henry remains responsible for its express Suboperator obligations but does not control an independent service's availability, changes or charges.

5.4. Each party must take reasonably practicable steps to keep information it supplies or controls complete, not misleading and appropriately current for its purpose. Henry will provide the correction and provenance functions stated in the applicable Product Schedule. Neither party may use a known disputed or materially unreliable output for a consequential decision without considering the dispute and recording the justification.

6. Warranties

6.1. Each party warrants authority. Without limiting Section 4.9, the Tenant warrants the lawfulness, accuracy of provenance and authorised disclosure of information it supplies or causes to be supplied. Henry will perform paid production Services with reasonable skill and care. If Henry does not meet this standard, it will first seek to re-perform the affected Service; where re-performance is impracticable, the Tenant's exclusive remedy is a pro-rata credit for the affected prepaid recurring Service.

6.2. Technology, data and third-party services have inherent limitations. Except for the commitments expressly stated in the Agreement and to the lawful extent, the Service, outputs and integrations are provided as is and as available. Henry does not warrant accuracy, correction, any commercial outcome or third-party performance. Availability terms are governed by the SLA.

6.3. Security commitments and Security Compromise procedures are stated in the Privacy Policy Section 10 and Security and Incident Schedule. Service availability and credit commitments are stated in the Service Level Agreement; backup and recovery controls are stated in the Security and Incident Schedule.

7. Indemnity and Limitation of Liability

RISK ALLOCATION: The Agreement allocates responsibility according to the matters each party controls and reflects the scope and pricing of the Service. Each party has defined third-party claim responsibilities; ordinary direct damages are subject to a reciprocal 12-month Fee cap; specified losses are excluded; and availability remedies are governed by the SLA.

7.1. The Tenant will defend Henry and its associates against a third-party claim, and pay a final award or approved settlement, to the extent the claim arises from: the Tenant's unlawful collection, notice, authority or disclosure before a lead reaches Henry; inaccurate or misleading source or provenance information; unlawful Tenant Data or instructions; the Tenant's unauthorised or unlawful processing of Henry Lead Data; unauthorised use, disclosure or Externalisation of a Henry Output; a Tenant product, communication, regulated decision or transaction; the Tenant's infringement of a third party's rights; or use of the Service in material breach of the Agreement. This obligation does not apply to the extent the claim results from Henry's material breach, modification or use outside the Tenant's instruction.

7.2. Henry will defend the Tenant against a third-party claim that the unmodified paid Service, when used as authorised, infringes a South African patent, copyright or trade mark, and will pay a final award or approved settlement. Henry may obtain continued use, modify or replace the affected Service, or terminate it and refund unused prepaid recurring Fees. This obligation does not cover Tenant Data, Custom Development to Tenant specifications, a Third-Party Service, combination not supplied by Henry, continued use after notice, or breach of the Agreement.

7.3. A party seeking defence must promptly notify the other, give it control of the defence and settlement, and provide reasonable cooperation and mitigation. Delay reduces the obligation only to the extent it causes material prejudice. The defending party may not admit fault, impose a non-monetary obligation or enter a settlement that materially prejudices the protected party without consent, not to be unreasonably withheld. Defence obligations and Tenant payment, externalisation-fee and reconciliation duties are not damages and are not subject to Section 7.5's cap. The cap also does not apply to fraud, wilful misconduct, gross negligence, criminal conduct or a party's intentional or reckless infringement, misappropriation or unlawful use of the other's intellectual property. For the Tenant, this includes model or methodology extraction, knowing reverse engineering, unauthorised commercialisation or Externalisation, and knowing disclosure of Henry Technology or Proprietary Methodology. Other confidentiality and data-protection liability is capped at twice the amount in Section 7.5, except where law prohibits that limit or the loss results from fraud, wilful misconduct or gross negligence.

7.4. To the maximum extent permitted by law, neither party is liable for indirect, consequential, incidental, special, exemplary or punitive loss, or lost profit, revenue, savings, opportunity, goodwill, reputation or business interruption. Henry is not liable for a Tenant or third-party decision, independent Third-Party Service, Tenant system, credential or instruction, or event outside Henry's reasonable control. This clause does not exclude the Service Credits, agreed restoration costs, defence obligations or liability that law prohibits from being excluded.

7.5. Subject to Sections 7.3, 7.4 and 7.7, each party's aggregate liability for direct loss arising from the Agreement is capped at the recurring Fees paid or payable for the affected Service during the 12 months before the first event giving rise to liability. If the affected paid Service has been subscribed for less than 12 months, the cap is the recurring Fees paid or payable for that shorter period. The cap for a free Service is ZAR 5,000.

7.6. Related claims are treated as one claim arising on the first event. Availability and support remedies are governed by the SLA; Service Credits reduce only the affected monthly Fees and do not count as damages paid under the general cap or reduce an unrelated legal claim. To enable timely investigation, contractual claims must be instituted within 12 months after the claimant knew or reasonably should have known the material facts, unless mandatory law, including applicable Consumer Protection Act protections, requires a longer period. This limitation must be specifically drawn to the attention of a customer where required by law.

7.7. Nothing excludes liability that law prohibits from being excluded. Any such liability is limited to the minimum extent permitted.

8. Fees and Subscription

8.1. The Online Order Record provides the applicable commercial terms. Fees reflect the selected scope and reserved access and are payable in advance, in the stated currency, by the stated date or, if none is stated, within 14 days after invoice. The Tenant may withhold a genuinely disputed amount after giving prompt written reasons and supporting detail, but must pay undisputed amounts. Prepaid Fees are non-refundable except where the Agreement provides a credit, refund or termination right or law requires otherwise.

8.2. Unless included, subscription Fees exclude implementation, Custom Development, usage, external data, third parties, tax, transaction, success and professional-service Fees. The Tenant may submit a substantiated usage-record dispute within 30 days after the relevant statement. The parties will reconcile Henry telemetry, Tenant evidence and applicable provider records in good faith; no single system record is conclusive where reliable contrary evidence exists.

8.3. Henry may change recurring Fees on renewal or after 12 months, and usage rates, on at least 30 days' notice; pass-through costs may change with underlying costs. Lawful taxes are charged only if and while applicable and will be identified on the relevant invoice or Online Order Record. A material mid-term price change requires affirmative acceptance unless it is a disclosed pass-through change or required by law.

8.4. If a payment issue arises, the Tenant should contact Henry promptly. Undisputed overdue amounts bear interest at 1.5% per month or the lawful maximum, whichever is lower, plus permitted and reasonably incurred recovery costs. Where practicable, Henry will give notice and a reasonable opportunity to cure before suspending an overdue account. Henry may apply payments first to costs, interest and the oldest undisputed debt.

8.5. To support continuity, if the subscription period is not stated it is monthly and renews until timely cancellation. Fixed subscriptions are non-cancellable and renew for the initial period, capped at 12 months, absent 30 days' notice.

8.6. Monthly cancellation takes effect after the paid cycle without partial refund. A fixed-term Tenant may terminate the materially affected Service for Henry's uncured material breach after 30 days' notice, a qualifying repeated SLA failure, an unresolved valid Suboperator objection, or a materially adverse change that the Agreement requires it to accept during the fixed term. If the Tenant ends a fixed term without a contractual right, or Henry terminates for Tenant breach, committed and accrued amounts become payable, less costs Henry demonstrably avoids where mandatory law requires that adjustment.

9. Service Protection, Suspension and Termination

9.1. To protect customers, affected persons and the Service, Henry may suspend only the account, User, feature, workflow or data path reasonably necessary for overdue undisputed payment, excessive use, suspected illegality, missing consent, security risk, fraud, material breach, provider or regulator requirement, third-party failure or other necessary protection. Henry will give the reason, scope, review contact and available remediation or restoration steps before suspension where practicable, and otherwise as soon as reasonably possible unless law or security prohibits it. Henry will review the measure promptly and restore affected access when the cause is resolved.

9.2. Fees continue during a suspension to the extent the cause is attributable to the Tenant and the reserved Service remains available for restoration. For a material suspension caused by Henry or a Henry-controlled dependency, Henry will apply the SLA or a fair pro-rata credit for the unusable affected Service. Fees do not continue for a Henry convenience suspension lasting more than five Business Days. Nothing limits an immediate, proportionate restriction needed for genuine illegality or security risk.

9.3. Henry may terminate only for non-payment continuing 14 days after notice; illegality, fraud, serious security, infringement, misappropriation, model or methodology extraction, unauthorised Externalisation, confidentiality or AUP breach; an uncured material breach after 10 Business Days; lawful insolvency grounds; or convenience on 30 days' notice with a post-termination refund of unused prepaid recurring Fees.

9.4. To support an orderly transition, subject to payment of undisputed amounts, the Tenant may access or request a standard export during a 90-day limited-function period after termination. The export includes available Tenant Data and those Tenant-Specific Henry Outputs expressly included in the applicable product export, in a reasonably usable standard format with available field descriptions and provenance needed to interpret them. Export is delivery under the limited licence and does not transfer ownership. It excludes Henry Technology, Proprietary Methodology, lawfully De-identified Data, security-sensitive internal logs, model weights, prompts, internal logic and another person's protected information. Henry will offer reasonably scoped, paid transition assistance for a complex migration where feasible. At the end of the period Henry may disable access and revoke credentials.

9.5. After the 90-day export period, Henry will delete remaining Tenant Data from active production systems and protected backups within an additional 90 days, except for a documented legal hold or lawful independent retention purpose. Retention, deletion, de-identification and backup treatment are governed by the Privacy Policy Section 9 and Retention, Deletion and De-identification Schedule. On reasonable written request after the deadline, Henry will provide a deletion confirmation covering Henry-controlled systems and available Suboperator confirmations, subject to security and confidentiality limits.

9.6. Provisions intended by nature to survive do so, including Fees and reconciliation; Henry's ownership; the restrictions on reverse engineering, model or methodology extraction, competitive training or rebuilding and Externalisation; trade-secret confidentiality; indemnities and liability; disputes; deletion and certification duties; accrued causes of action; run-off transaction records; focused audit and enforcement rights concerning pre-termination conduct; and every limitation attached to a surviving Henry Output licence. Termination never transfers ownership or converts a licence into an assignment.

9.7. Where an Online Order Record classifies a Tenant as material or business-critical, the parties must complete the continuity, insurance and run-off assessment in the Enterprise Agreement. Any required professional-indemnity, cyber or fidelity cover, joint recovery test, manual workaround, dependency exercise or post-termination record access must be stated in an Enterprise Annex before production activation.

10. Confidentiality, Non-Exclusivity and Audit

10.1. Confidential Information is non-public information marked or reasonably understood as confidential, including Tenant Data and business information, and Henry Technology, pricing, architecture, models, prompts, plans and security information.

10.2. A recipient must use Confidential Information only for the Agreement, protect it reasonably and disclose it only on a confidential need-to-know basis. This excludes information proved public without breach, previously unrestricted, independently developed or lawfully received without restriction. For a compulsory request, the recipient will, where lawful and appropriate, direct the requester to the disclosing party, give notice, seek to narrow or challenge a disproportionate demand, and disclose only the minimum legally required.

10.3. Henry may disclose Tenant Confidential Information to personnel, providers, advisers, insurers, financiers and prospective investors or acquirers under appropriate duties. General commercial confidentiality survives five years. Henry Technology, Proprietary Methodology, source code, models, prompts, algorithms, non-public schemas and architecture, security-sensitive information, product roadmaps, non-public benchmarks and performance data, pricing methodology and all other trade secrets remain protected indefinitely for as long as they remain confidential or protected by law. A Tenant may use Henry Confidential Information only to exercise its express licence.

10.4. A non-exclusive relationship allows Henry to continue investing in and improving the Service for all customers. Henry may serve any person, including a Tenant competitor, without disclosing Tenant Confidential Information. No exclusivity, preferred status, roadmap right, partnership, joint venture, fiduciary duty or agency arises.

10.5. Subject to confidentiality and the accepted Commercials Record, either party may contract directly with a transaction participant. A direct arrangement does not avoid an accrued, expressly recorded attribution, commission or run-off obligation. During the Agreement and for six months thereafter, neither party may knowingly target and solicit for employment a senior or specialist employee of the other who was materially involved in the Service and with whom the soliciting party had direct dealings. This does not restrict general recruitment, a response not induced by targeted solicitation, an unsolicited approach, recruitment through an independent agency not directed at that person, or hiring with written consent. Any remedy must be proportionate to the demonstrable recruitment and replacement loss.

10.6. Henry may use the Tenant's name, logo, case study or endorsement publicly only with prior recorded approval, which may be withdrawn prospectively on reasonable notice. Henry may identify the Tenant confidentially to advisers, insurers, auditors, financiers or transaction counterparties under Section 10.3 where reasonably necessary.

10.7. To verify usage and success-based Fees fairly, each party must keep the records it controls for the period in the Retention Schedule. A party may request transaction-level evidence and inspect directly relevant records on reasonable notice where reconciliation has not resolved a material discrepancy. The parties will use an independent accountant or agreed expert if necessary. A confirmed underpayment exceeding 5% requires payment of reasonable audit costs, shortfall and applicable interest. This audit excludes unrelated records, source code and unrestricted security access; privacy and security assurance is governed by the Privacy Policy Sections 7.4 and 7.5.

10.8. Where Henry reasonably suspects infringement, misappropriation, model extraction, prohibited competitive use or unauthorised Externalisation, the Tenant must preserve relevant evidence and, on reasonable notice, provide records directly relevant to the suspected conduct. If documentary evidence is insufficient, Henry may require a focused audit by an independent expert bound to protect Tenant Confidential Information and unrelated systems. A confirmed material breach requires the Tenant to stop the use, return or securely delete unlawfully retained Henry Outputs, certify deletion, pay unpaid licence, success or Externalisation Fees and reasonable enforcement costs where legally permissible, without limiting interdictory relief, specific performance, damages or other remedies. Henry may immediately suspend the affected access while a credible material risk is investigated and must restore it if the suspicion is not substantiated.

11. Changes, Assignment and Entire Agreement

11.1. Henry may update the standard documents to keep them aligned with the Service, law and security needs. The versions accepted for a paid fixed Subscription Period will not be materially changed to the Tenant's disadvantage during that period. An update may apply earlier only to comply with law, address an urgent security or abuse risk, or govern a genuinely new optional feature the Tenant elects to use. Other materially adverse changes apply on renewal after at least 30 days' notice. Changes to IP ownership, data rights, indemnity, liability cap, automatic renewal or arbitration require fresh affirmative acceptance unless law requires otherwise. Provider changes remain governed by the Suboperator List.

11.2. The Tenant may request Henry's consent to transfer the Agreement and may complete the transfer once consent is granted; a merger, asset sale or change of control is a transfer. To support continuity through corporate or service changes, Henry may assign or subcontract to an affiliate, financier, acquirer, successor or provider while remaining contractually responsible.

11.3. The standard Agreement is the entire agreement. Section 2's ownership, reservation-of-rights and IP Assignment Instrument provisions control every document unless a qualifying IP Assignment Instrument expressly overrides them. Subject to that rule, priority is: (1) a signed Enterprise Annex, only for each non-ownership clause or service level it expressly identifies and varies; (2) the Online Order Record for product, term and price, the accepted Commercials Record for attribution, commission, payment, reversal and run-off mechanics, and an Externalisation Commercial Annex solely for its express externalisation licence and economics; (3) the applicable Product and Processing Schedule for product scope and workflow-specific processing; (4) the Security and Incident Schedule, Retention, Deletion and De-identification Schedule, and International Transfer and Recipient Register for their subject matter; (5) the Operator Agreement for Operator appointment, instructions and statutory processing duties; (6) these Terms; (7) the Commercial Terms for general commercial mechanics; (8) the SLA for availability, support and credits; (9) the AUP for acceptable use; (10) the Suboperator List for provider transparency and change process; and (11) the Privacy Policy and Henry Consumer Privacy Notice as statutory transparency documents. A notice regulates processing transparency and never transfers intellectual-property ownership. A Product Schedule prevails only for product-specific processing and scope and cannot reduce Section 2, privacy, security or Operator duties. An Online Order Record defines scope and price but cannot assign intellectual property. A statement of work cannot assign intellectual property by describing an item as a deliverable. Tenant purchase orders and procurement terms do not apply. No statement, email, proposal, payment, demonstration, configuration or course of dealing varies these rules, and a later standard revision cannot revive Tenant ownership of Henry Outputs.

11.4. No oral statement, meeting, demonstration, roadmap discussion, presentation, email, message, proposal, quotation, questionnaire, purchase order, ticket or informal approval varies the Agreement or authorises reliance on a non-standard capability, workflow, security control, processing arrangement, provider, location, retention period, service level, certification or other commitment. This applies regardless of the seniority or title of the person involved. A variation is effective only through the signed Enterprise Annex process and after Henry's required internal approvals and review by appropriately qualified external legal or compliance counsel.

11.5. Tenant instructions and configuration choices are effective only within the contracted product scope, approved workflow, applicable law, and Henry's security, privacy and operational controls. A Tenant cannot unilaterally require Henry to implement an unlawful, materially insecure, unsupported or internally unapproved change. Henry may pause, refuse or propose an alternative where an instruction falls outside those boundaries.

12. Law, Notices and Disputes

12.1. South African law governs without limiting non-waivable statutory rights.

12.2. Henry's domicilium and postal address is Great Westerford, 240-221, M4, Rondebosch, Cape Town, 7700, South Africa, and its monitored email address for formal legal, privacy and PAIA notices, security reports, finance records and support requests is legal@henryai.co.za. Support requests may also be submitted through the application. The Tenant's notice details are its registered physical and email addresses. Notice is received on hand delivery, one Business Day after successful email or three Business Days after courier dispatch; actual receipt cures defects.

12.3. After written notice, senior representatives must attempt resolution for 10 Business Days. Unresolved disputes are finally resolved confidentially by one arbitrator under AFSA's Domestic Commercial Arbitration Rules, seated in Cape Town and conducted in English.

12.4. Either party may seek urgent or interim court relief to protect confidentiality, personal information, security, intellectual property, evidence or another right for which arbitration would not provide timely effective relief, and may apply to enforce an arbitral award. The Information Regulator and other competent regulators retain statutory jurisdiction.

12.5. Neither party is liable for delay to the extent caused by an event beyond its reasonable control, including disaster, conflict, government action, load shedding, network failure, qualifying cyberattack, provider outage or the other party's failure. The affected party must notify the other, mitigate reasonably and continue unaffected obligations. After 60 days of material interruption, either party may terminate the affected Service; Henry will refund unused prepaid recurring Fees for the post-termination period.

13. General and Acceptance

13.1. The Agreement is interpreted fairly as a whole. An invalid provision is reduced or severed without affecting the remainder. Delay is not waiver. Only the parties may enforce the Agreement, except protected Henry associates. “Including” is not limiting; headings do not affect interpretation; and, where lawful, no ambiguity is automatically construed against the drafter.

13.2. Electronic records and signatures are valid. Checkout must permit review and correction and provide legally required record access. Statutory cooling-off rights remain unaffected; immediate activation may be requested where lawful.

13.3. Henry's supplier details appear in Sections 1 and 12.2. VAT is charged only when lawful. No accreditation, certification or voluntary code is represented unless an applicable standard document or signed Enterprise Annex expressly confirms its current status and scope.

13.4. By affirmatively accepting the Agreement, the accepting person confirms that they are authorised to bind the Tenant identified in the applicable Online Order Record. On the Tenant's behalf, the accepting person:

  • accepts the Henry AI Terms of Service, Operator Agreement, Customer Acceptable Use Policy, Service Level Agreement and applicable Product and Processing Schedule;
  • acknowledges the Privacy Policy, Henry Consumer Privacy Notice, Suboperator List, Security and Incident Schedule, Retention, Deletion and De-identification Schedule and International Transfer and Recipient Register;
  • accepts the Commercial Terms where applicable;
  • warrants the Tenant's lawful upstream collection, notice, authority, provenance and disclosure to Henry;
  • agrees that the Tenant and its Authorised Users may send and receive reasonable, relevant communications with Henry and approved participants through the selected channels for authorised applications, requests and transactions; and
  • specifically accepts recurring billing, suspension, data processing and storage, Henry Technology and Custom Development ownership, defence obligations, liability caps and AFSA arbitration.

13.5. Acceptance of the Agreement under Section 13.4 authorises only reasonable communications relating to the Service and an authorised application, request or transaction. It does not authorise unrelated promotion or unrestricted contact. If the Tenant or a designated individual business contact wishes to receive direct marketing from Henry on the basis of consent, the recipient must make a separate, unselected optional choice that identifies Henry, the specified Henry goods or services and each selected communication channel:

Optional — Henry marketing: I agree that Henry may send me marketing about the Henry goods or services described with this choice through the channels I select. I understand that this choice is optional, is not required to use the Service or receive transaction assistance, and may be withdrawn at any time using the free opt-out route.

The Tenant's acceptance is evidence of the Tenant's organisational choice only. Henry must separately record the consent of an identifiable individual recipient where POPIA or another law requires that person's consent.

END OF TERMS OF SERVICE