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TERMS OF SERVICE

Effective Date: February 26, 2026
Last Updated: April 15, 2026
Version: 3.1

Related Documents: These Terms of Service should be read together with our Privacy Policy, Acceptable Use Policy, and Service Level Agreement. Capitalised terms used in related documents have the meanings given in these Terms unless otherwise defined. In the event of a conflict between these Terms and a Commercial Agreement, the Commercial Agreement shall prevail to the extent of the inconsistency.

READ THESE TERMS CAREFULLY BEFORE BROWSING THIS WEBSITE OR USING OUR SERVICES. YOUR CONTINUED USE OF THE WEBSITE OR APPLICATION WHETHER AS A USER (WHICH INCORPORATES A BROWSER) ("A USER", "YOU" OR "YOUR") INDICATES THAT YOU HAVE BOTH READ AND ACCEPT THESE TERMS. YOU CANNOT USE THIS WEBSITE OR APPLICATION IF YOU DO NOT ACCEPT THESE TERMS. ALL SECTIONS OF THESE TERMS ARE APPLICABLE TO YOU UNLESS THE SECTION EXPRESSLY STATES OTHERWISE. THESE TERMS SHALL OPERATE IN ADDITION TO ANY OTHER MORE SPECIFIC TERMS THAT MIGHT APPLY TO A USER. IF THERE EXISTS A CONFLICT BETWEEN THESE TERMS AND THE MORE SPECIFIC TERMS APPLICABLE TO A USER, THE MORE SPECIFIC TERMS SHALL PREVAIL TO THE EXTENT OF SUCH INCONSISTENCY.

1. Introduction

1.1. These Terms of Service ("Terms") are entered into between you ("User", "you", or "your") and Henry AI (Pty) Ltd (registration number 2023/620906/07) ("the Company", "we", "us", or "our"), a private company duly incorporated in accordance with the laws of the Republic of South Africa.

1.2. These Terms will apply fully and affect a User's use of the website https://henryexchange.ai ("the Website") and application https://app.henryexchange.ai ("the Application"). By using this Website or Application, a User agrees to accept the Terms contained herein in full.

1.3. Should a User not agree to the Terms contained herein, a User must immediately desist from using this Website and Application.

1.4. Age Restrictions and POPI Compliance:

1.4.1. Minimum Age: Users must be at least 18 years old to use this Website and Application and to create an account.

1.4.2. Age Verification: By accepting these Terms, you confirm you are 18 or older.

1.4.3. No Collection from Children: We do not knowingly process personal information of children under 18 without verifiable parental consent as required by POPI Section 11. If we discover a user is under 18, we will immediately terminate their account and delete their information.

1.4.4. Reporting Underage Users: If you believe a user is under 18, report to privacy@henryapi.ai

2. Intellectual Property Rights

2.1. The Company and/or the Company's licensors own all the intellectual property rights and materials as are contained on this Website.

2.2. A User is granted a limited license only for purposes of utilising this Website.

3. Restrictions

3.1. A User may not:

3.1.1. publish or mirror any of this Website's material in any media whatsoever;

3.1.2. use this Website for any objectionable or unlawful purpose, including the posting of any threatening, libellous, defamatory, obscene, scandalous, inflammatory, pornographic, profane or spam material;

3.1.3. take any action that may impose an unreasonable or disproportionately large load on this Website's infrastructure of any nature;

3.1.4. use this Website in any manner would result in a User breaching any applicable legislation or licensing obligations (including with respect to privacy) or any obligations a User may owe to third parties;

3.1.5. conduct any activity which compromises or breaches any third-party's patent rights, trademark, copyright or other intellectual property rights;

3.1.6. introduce any virus, worm, trojan horse, malicious code or other program which may damage computers or other computer-based equipment of the Company or affect the performance of this Website;

3.1.7. engage in any data mining, data harvesting, data extracting or any other similar activity in relation to this Website;

3.1.8. use this Website contrary to applicable laws and regulations, or in any way may cause harm to the Website, or to any person or business entity;

3.1.9. use this Website to engage in any advertising or marketing other than in a manner expressly permitted by the Website;

3.1.10. crawl, spider or scrape the content of the Website, except to the extent required by recognised search engines (e.g. Google) for the purposes of indexing this Website;

3.1.11. provide unauthorised interfaces to the Website;

3.1.12. upload personal information of third parties without proper consent or lawful basis;

3.1.13. use the service to process sensitive personal information (racial/ethnic origin, political opinions, religious beliefs, health data, biometric data, sexual orientation) without explicit consent and appropriate safeguards;

3.1.14. circumvent or disable security measures designed to protect personal information;

3.1.15. access, attempt to access, or authorize access to personal information of other users or tenants;

3.1.16. use personal information obtained through the service for purposes incompatible with the original collection purpose;

3.1.17. use the Service in breach of any provision of our Acceptable Use Policy ("AUP"), which is incorporated into these Terms by reference. The AUP contains the authoritative and detailed restrictions on permitted use, including AI-specific restrictions (AUP Section 3.4) and competitive use prohibitions (AUP Section 3.5).

3.2. Certain areas of this Website and Application are restricted from being accessed by a User, and the Company may further restrict access by a User to any areas of this Website or Application, at any time, in its absolute discretion. Any user ID and password a User may have for this Website or Application are confidential and a User must maintain confidentiality as well.

3.3. User as Data Controller: If you upload personal information of third parties (e.g., customer contacts, employee data), you are the Responsible Party for that information and remain responsible for POPI compliance. The full details of your obligations as Responsible Party, and the Company's obligations as Operator on your behalf, are set out in Privacy Policy Section 6A.

3.4. Indemnity for Data Protection Violations: You indemnify the Company for any losses arising from your POPI violations when using our services.

4. A User's Content

4.1. By uploading content to the Application, you grant the Company a non-exclusive, limited license to use, process, store, and display your content solely for the purpose of providing and improving the services described in these Terms. This license terminates when your content is deleted from the platform, subject to backup retention periods described in our Privacy Policy.

4.2. A User's Content must be a User's own and must not be invading any third-party's rights. The Company reserves the right to remove any of a User's Content from this Website at any time without notice.

4.3. AI Output Ownership: All outputs generated by our AI features (including classifications, text extractions, summaries, insights, and conversational responses) are owned by the Company. You are granted a non-exclusive, non-transferable license to use such outputs solely in connection with your use of the services. This license terminates upon termination of your account.

5. Personal Information and Privacy

5.1. Privacy Policy Governs: The collection, use, storage, and disclosure of your personal information is governed by our Privacy Policy, available at https://henryexchange.ai/legal/privacy-policy, which forms an integral part of these Terms.

5.2. Acceptance Required: By accepting these Terms, you acknowledge that you have read and agree to our Privacy Policy.

5.3. POPI Compliance: We process personal information in accordance with the Protection of Personal Information Act 4 of 2013 (POPI Act).

5.4. Data Sharing: We may share your personal information with:

  • Third-party service providers as detailed in Privacy Policy Section 6
  • Legal authorities when required by law
  • Business successors in the event of merger or acquisition

5.5. Your Rights: You have rights under POPI including access, correction, deletion, and objection to processing. See Privacy Policy Section 8 for details on how to exercise these rights.

5.6. Conflicts: In the event of conflict between these Terms and the Privacy Policy regarding personal information, the Privacy Policy shall prevail.

6. Links to other Websites

6.1. This Website may contain links or portals to other websites. The Company has no control over websites operated by third parties and a User agrees that the Company is not responsible for and will have no liability in connection with a User's access to or use of any third-party website.

7. Warranties and Security

7.1. Limited Warranty: This Website and Application are provided "as is," with all faults, and the Company expresses no representations or warranties, of any kind related to this Website, Application, or the materials contained therein, except as expressly stated in these Terms or as required by law.

7.2. Security Measures: While we implement industry-standard security measures to protect the integrity and security of files and data (as detailed in Privacy Policy Section 11):

7.2.1. We cannot guarantee absolute security, as no system is 100% secure.

7.2.2. We take reasonable steps to prevent viruses, malware, and unauthorized access. For the full details of our technical and organisational security measures, see Privacy Policy Section 11.

7.2.3. User Responsibility: You are responsible for:
- Implementing your own anti-virus and security software
- Maintaining secure passwords and access credentials
- Promptly reporting security concerns to security@henryapi.ai

7.2.4. POPI Compliance: We warrant that our security measures comply with POPI Section 19 requirements for reasonable technical and organizational measures.

8. Limitation of Liability and Indemnification

8.1. Limitation of Liability: In no event shall the Company, or any of its officers, directors and employees, be held liable for anything arising out of or in any way connected with a User's use of this Website or Application whether or not such liability is under contract, delict or otherwise, EXCEPT:

8.1.1. Liability that cannot be excluded by law, including:
- Death or personal injury caused by negligence
- Fraud or fraudulent misrepresentation
- Violations of the POPI Act caused by gross negligence or willful misconduct
- Breaches of consumer protection laws

8.1.2. Data protection violations: We do not exclude liability for:
- Unauthorized disclosure of personal information due to our negligence
- Failure to implement reasonable security measures as required by POPI Section 19
- Failure to notify data subjects of breaches as required by POPI Section 22
- Violations of data subject rights under POPI Sections 23-25

8.1.3. Maximum Liability: For claims not excluded above, our maximum liability shall be capped at the lesser of:
- The total fees paid by you for our services from the start of service to the date of the claim (limited to a maximum of 12 months of fees)

8.1.4. AI Output Disclaimer: AI-generated outputs including classifications, text extraction, summaries, and conversational responses are provided for informational purposes only. You acknowledge that AI outputs may contain errors, omissions, or inaccuracies. You are solely responsible for reviewing and validating AI-generated outputs before relying on them for business decisions. The Company shall not be liable for any loss or damage arising from reliance on AI-generated outputs without independent verification.

8.2. User Indemnification: A User indemnifies the Company and agrees to keep the Company indemnified, from and against any claim, loss, damage, cost or expense that the Company may suffer or incur as a result of or in connection with a User's improper use of or conduct in connection with this Website or Application, including:

  • Any breach by a User of these Terms
  • Any breach of applicable law or licensing requirements
  • Any POPI violations arising from the User's processing of third-party personal information
  • Any unauthorized use of the User's account

Mutual Cap: The User's aggregate indemnification liability under this Section shall be capped at the total fees paid by the User for services in the 12-month period preceding the claim, except where liability arises from the User's willful misconduct, fraud, or criminal acts.

8.3. Consequential Damages: Notwithstanding anything to the contrary in these Terms, in no circumstances will the Company be liable for any indirect, punitive or consequential loss or damages, loss of income, profits, goodwill, data, contracts, use of money or any loss or damages arising from or in any way connected to interruption of this Website or Application, except where such liability cannot be excluded by law or arises from our gross negligence or willful misconduct.

9. Severability

9.1. If any provision of these Terms is found to be invalid under any applicable law, such provisions shall be deleted without affecting the remaining provisions herein.

10. Variation of Terms

10.1. Right to Modify: To the extent permitted by law, the Company is permitted to revise these Terms at any time to reflect:

  • Changes in our services or business practices
  • Legal or regulatory requirements
  • Technological developments
  • User feedback and best practices

10.2. Notification of Changes: We will notify all users via email when material changes occur. For POPI-related changes, we will provide reasonable notice as required by law.

10.3. Effective Date: Revisions to the Terms will take effect on the date specified in the revised Terms, or 14 days after notification if no specific date is stated.

10.4. Your Acceptance: Continued use of our Website or Application after the effective date constitutes acceptance of the updated Terms. If you do not agree with changes, you must stop using the Website and Application and may delete your account.

11. Assignment

11.1. The Company is allowed to assign, transfer, and subcontract its rights and/or obligations under these Terms without any notification. However, a User is not allowed to assign, transfer, or subcontract any of its rights and/or obligations under these Terms.

12. Entire Agreement

12.1. These Terms, together with the Privacy Policy, Acceptable Use Policy, Service Level Agreement, and any applicable Commercial Agreement, constitute the entire agreement between the Company and a User in relation to a User's use of this Website and Application. In the event of a conflict, any applicable Commercial Agreement shall prevail, followed by these Terms, followed by the referenced policies.

13. Governing Law & Jurisdiction

13.1. Governing Law: These Terms will be governed by and interpreted in accordance with the laws of the Republic of South Africa, including but not limited to:

  • Protection of Personal Information Act 4 of 2013 (POPI Act)
  • Electronic Communications and Transactions Act 25 of 2002 (ECTA)
  • Consumer Protection Act 68 of 2008 (CPA)

13.2. Jurisdiction: The courts of South Africa shall have exclusive jurisdiction over any disputes arising from these Terms.

13.3. Regulatory Authority: Data protection matters are subject to the jurisdiction of the Information Regulator of South Africa.

14. Domicilium Citandi Et Executandi and Contact Information

14.1. A User and the Company choose as their respective domicilium citandi et executandi for the purpose of legal proceedings and for the purpose of giving or sending any notice provided for or necessary of these Terms, the following:

14.1.1. The Company (Henry AI (Pty) Ltd):
Lewis Drive, Constantia, Cape Town, 7806
Republic of South Africa

Email: info@henryapi.ai
Legal: legal@henryapi.ai
Privacy: privacy@henryapi.ai
Security: security@henryapi.ai

14.1.2. User: The address as provided when registering on this Website, or if no registration is applicable on the Website, as nominated by the User.

14.2. Both a User and the Company may change its domicilium to any other physical address or email address by written notice to the other to that effect. Such change of address will be effective 7 (seven) days after receipt of notice of change of domicilium.

14.3. All notices to be given in terms of these Terms will:

14.3.1. be given in writing;

14.3.2. be delivered or sent by email; and

14.3.3. be presumed to have been received on the date of delivery.

14.4. Notwithstanding the above, any notice actually received by the other will be deemed to have been properly given and received, notwithstanding that such notice has not been given in accordance with the provisions of this clause.

15. Data Retention and Account Termination

15.1. Account Termination by User:

  • You may terminate your account at any time through your account settings
  • Upon termination, your personal information will be handled in accordance with our Privacy Policy Section 10

15.2. Account Termination by Company:

  • We may terminate accounts for Terms violations
  • You will be notified 14 days in advance unless immediate termination is required for security or legal reasons
  • Your data will be made available for export during this period

15.3. Service Suspension: We may suspend (rather than terminate) your access to the service in response to:

  • Suspected Terms or Acceptable Use Policy violations (pending investigation)
  • Non-payment of fees (if applicable)
  • Security incidents requiring investigation
  • You will be notified of the suspension and the reason, and given an opportunity to remedy the issue before termination

15.4. Data After Termination: For details on data retention periods and deletion procedures after account termination, please refer to Privacy Policy Section 10.

15.5. Data Export: Before account deletion, you may request a full export of your data. Contact privacy@henryapi.ai for assistance.

15.6. Irreversible: Account deletion is irreversible after the grace period specified in the Privacy Policy.

16. Your POPI Rights

16.1. You have rights under the POPI Act including the right to access, correct, delete, and object to processing of your personal information, and the right to lodge a complaint with the Information Regulator of South Africa. Exercising these rights is free of charge.

16.2. For the full details of your rights, how to exercise them, response timelines, identity verification requirements, and relevant contact information, see Privacy Policy Section 8.

17. Security and Data Breaches

17.1. Security: We implement reasonable technical and organisational security measures to protect your personal information in accordance with POPI Section 19. See Privacy Policy Section 11 for the full details of our security practices.

17.2. Breach Notification: In the event of a data breach, we will notify affected users and the Information Regulator of South Africa in accordance with POPI Section 22. See Privacy Policy Section 12 for our full breach notification procedures, including timelines and content of notifications.

17.3. No Liability Exclusion for Negligence: Notwithstanding Section 8, we do not exclude liability for data breaches caused by our gross negligence or wilful misconduct, violations of POPI Act obligations, or breaches that cannot be excluded by law.

17.4. Your Obligations: If you become aware of a security vulnerability or breach, notify us immediately at security@henryapi.ai. You agree to cooperate with our investigation and remediation efforts.

18. Data Processing Roles (POPI Definitions)

18.1. For your personal information (account data, usage data, authentication), the Company is the Responsible Party as defined in POPI. For personal information you upload to the platform (e.g., CRM contacts, customer documents, email content), you are the Responsible Party and the Company acts as the Operator on your behalf.

18.2. The full details of each party's obligations in these roles (including the Company's Operator obligations, your instructions to the Company, and the data processing agreement between us) are set out in Privacy Policy Section 6A.

18.3. Sub-Processors: We may engage sub-processors as detailed in the Sub-Processor List. You authorise these sub-processors by accepting these Terms. We will provide at least 30 days' notice before engaging new sub-processors.

18.4. Data Processing Agreement: Our Privacy Policy and these Terms constitute the Data Processing Agreement between us. Enterprise customers may request a separate DPA by contacting privacy@henryapi.ai.

19. Cookies and Tracking

19.1. By using this Website and Application, you consent to our use of cookies. Essential cookies required for authentication and security cannot be disabled without affecting functionality. For the complete details of the cookies we use, their purposes, and how to manage your preferences, see Privacy Policy Section 13.

20. Automated Decision-Making and AI Processing

20.1. Our service uses artificial intelligence and machine learning to classify emails and documents, extract text, generate insights, and answer questions about your data ("Chat with Data"). For the full details of our AI processing (including the models and providers used, data sent to providers, training data policies, accuracy limitations, and your rights regarding automated processing), see Privacy Policy Section 3A.

20.2. AI Output Disclaimer: AI-generated outputs are provided for informational purposes only. You are solely responsible for reviewing and validating AI-generated outputs before relying on them for business decisions. See Section 8.1.4 for the applicable liability disclaimer.

20.3. Acceptable Use of AI: Use of AI features is subject to the restrictions in Acceptable Use Policy Section 3.4.

21. Payment and Subscription Terms

21.1. Subscription Model: Access to the Application is provided on a subscription basis. The specific subscription tier, pricing, and billing cycle applicable to you are set out in your Order Form or as displayed on the Application at the time of purchase.

21.2. Billing Cycle: Subscription fees are billed in advance on a monthly or annual basis as selected by you. Annual subscriptions are billed at the start of the subscription period.

21.3. Payment Methods: Payments may be made by bank EFT, debit order, or card payment. Card payments are processed through our designated third-party payment provider. We do not store or process payment card details directly (see Privacy Policy Section 2.6).

21.4. Late Payment: If payment is not received by the due date, your access to the Application will be suspended after 7 days of non-payment. We reserve the right to charge interest on overdue amounts at the rate of 2% per month or the maximum rate permitted by law, whichever is lower. If payment remains outstanding after 30 days, we may terminate your account (see Section 15.2).

21.5. Price Changes: We may adjust subscription pricing with at least 30 days' written notice. Price changes will take effect at the start of your next billing cycle following the notice period. If you do not agree with a price change, you may cancel your subscription before the new pricing takes effect.

21.6. Refunds and Cancellation:

  • Monthly subscriptions: You may cancel at any time. No refund is provided for the remainder of the current billing period.
  • Annual subscriptions: You may cancel at any time. No refund is provided for the remainder of the annual subscription period.

21.7. VAT: All prices are exclusive of Value Added Tax (VAT) unless expressly stated otherwise. VAT will be added at the applicable rate for South African entities as required by the Value-Added Tax Act 89 of 1991.

21.8. Data After Non-Payment: If your account is suspended or terminated due to non-payment, your data will be retained for 30 days during which you may settle the outstanding balance to restore access or request a data export. After 30 days, your data will be handled in accordance with Privacy Policy Section 10.

22. Force Majeure

22.1. Neither party shall be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from events beyond the affected party's reasonable control, including but not limited to:

  • Natural disasters, epidemics, or pandemics
  • War, terrorism, or civil unrest
  • Government actions, sanctions, or regulatory changes
  • Internet or telecommunications infrastructure failures
  • Third-party service provider outages (including cloud hosting and AI providers)
  • Power failures

22.2. The affected party shall notify the other party as soon as reasonably practicable and shall use reasonable efforts to mitigate the effect of the force majeure event.

22.3. If a force majeure event continues for more than 60 consecutive days, either party may terminate the affected services by written notice.

23. Dispute Resolution

23.1. Escalation: In the event of a dispute arising from these Terms, the parties shall first attempt to resolve the dispute through good-faith negotiation between their respective representatives.

23.2. Mediation: If the dispute cannot be resolved through negotiation within 30 days, either party may refer the dispute to mediation administered by a mutually agreed mediator in Cape Town, South Africa.

23.3. Litigation: If mediation does not resolve the dispute within 60 days of referral, either party may institute proceedings in the courts of South Africa as provided in Section 13.2.

23.4. Urgent Relief: Nothing in this section prevents either party from seeking urgent or interim relief from a court of competent jurisdiction where necessary to protect its rights.

24. Service Levels

24.1. Our service availability commitments, uptime targets, incident management procedures, and support terms are set out in the Service Level Agreement ("SLA"), which forms part of these Terms and is accepted by all Users.

24.2. Where a Commercial Agreement specifies different or additional service level terms, those terms shall apply in addition to, or in place of, the SLA to the extent of any inconsistency.