Terms and Conditions

1. Introduction

Spiral Pay is a software-as-a-service platform that enables merchants and businesses and companies to connect their own third-party payment, Buy-Now-Pay-Later ("BNPL"), and financing provider accounts into a single dashboard for operational, reporting, payment-link, QR code, and integration purposes.

Spiral Pay is a software and workflow enablement provider only. We are not a bank, credit provider, payment system operator, payment processor, lender, escrow agent, or financial intermediary. We do not hold, control, receive, or transmit Merchant or business funds, and we do not make credit or lending decisions. All credit, financing, and settlement decisions are made exclusively by the applicable Third-Party Provider (defined below).

2. Definitions

• "Merchant" means any business, sole proprietor, practice, or individual that registers for or uses the Service to manage Third-Party Provider integrations, whether in a retail, construction, manufacturing, healthcare, or other sector.
• "Third-Party Provider" means any external payment provider, BNPL provider, lender, financing partner, bank, payment gateway, fintech platform, or other service connected to or accessed through the Service (including, without limitation, providers such as Float, Yoco, Stitch, PayJustNow, Payflex, and Mobicred, or any successor or additional provider we integrate with from time to time).
• "Merchant API Credentials" means API keys, tokens, secrets, passwords, certificates, or other login credentials supplied by, or on behalf of, the Merchant, or otherwise required to connect a Third-Party Provider.
• "Patient" means an end customer of a healthcare Merchant who uses a Third-Party Provider's financing product to pay for goods or services via the Service.
• "Content" means data, information, records, reports, text, images, and other material submitted to, or generated through, the Service.
• "Programme-Specific Terms" means any additional terms applicable to a specific offering (e.g., the Founding Practice Programme), which supplement and, in the event of conflict, take precedence over these Terms for that offering only.
• "Personal Information" has the meaning given in the Protection of Personal Information Act 4 of 2013 ("POPIA").

3. Acceptance of Terms; Electronic Contracting

By registering for, accessing, or using the Service, you confirm that you have read, understood, and agree to these Terms. If you are using the Service on behalf of a company, practice, or other legal entity, you represent and warrant that you have the authority to bind that entity.

These Terms constitute a "data message" and electronic agreement recognised under the Electronic Communications and Transactions Act 25 of 2002 ("ECTA"). Your electronic acceptance (including by clicking "I agree", registering an account, or continuing to use the Service) is legally binding and has the same effect as a signature.

4. Eligibility

To use the Service, you must:

• Be at least 18 years old and have full legal capacity to contract;
• Be duly registered or licensed (where applicable) to carry on your business or professional practice in South Africa;
• Not be subject to any sanction, prohibition, or debarment that would make your use of the Service unlawful.

We reserve the right to refuse, suspend, or terminate registration where eligibility requirements are not met or cannot be verified.

5. Service Description

The Service allows Merchants to:

• Connect their own Third-Party Provider accounts and Merchant API Credentials to a unified dashboard;
• Generate payment links and QR codes for in-person, informal, or remote transactions;
• View, organise, transmit, synchronise, and report on transaction and integration data across connected Third-Party Providers.

Certain features (including sector-specific workflows for construction, manufacturing, retail, or healthcare Merchants) may be made available on a phased, beta, or pilot basis and may be modified or withdrawn at our discretion, subject to Section 20 of these terms and conditions.

We may modify, improve, suspend, or discontinue any part of the Service at any time, using reasonable efforts to minimise disruption where commercially practical.

6. Account Registration and Security

You must provide accurate, current, and complete information when registering, and keep it up to date. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account, whether authorised or not, except to the extent caused solely by our gross negligence.

You must notify us immediately at mako@spiralpay.co.za if you become aware of any unauthorised access to, or use of, your account or Merchant API Credentials.

7. Third-Party Integrations and API Keys

The Service depends on third-party systems, platforms, APIs, networks, and infrastructure outside our control. We do not guarantee the availability, accuracy, security, compatibility, or performance of any Third-Party Provider.

You are solely responsible for:

• Obtaining and maintaining your own Third-Party Provider accounts, including satisfying that provider's own onboarding, KYC, and risk criteria;
• Ensuring you have the legal right and authority to connect those accounts;
• Maintaining and safeguarding your Merchant API Credentials;
• Complying with all applicable terms, policies, rules, and legal obligations of each Third-Party Provider;
• Reviewing and verifying all data, results, and outputs generated through those integrations before relying on them.

We are not responsible for any decline, approval, settlement, reversal, chargeback, refund, fee, outage, suspension, pricing error, account restriction, or other action taken by any Third-Party Provider. Disputes regarding financing, credit, settlement, or repayment must be raised directly with the relevant Third-Party Provider.

8. Merchant Responsibilities and Acceptable Use

You must use the Service lawfully and in accordance with these Terms. You are responsible for all activity conducted through your account, including by your employees, contractors, agents, or any person accessing the Service using your credentials.

You must not:

• Misuse the Service or attempt unauthorised access to it or to another user's account;
• Reverse engineer, decompile, copy, resell, sublicense, or exploit the Service beyond the licence granted in Section 12 of these terms and conditions;
• Use the Service for unlawful, fraudulent, deceptive, or harmful purposes, including facilitating money laundering, terrorist financing, or sanctions evasion;
• Upload or transmit malware, malicious code, or harmful content;
• Interfere with the integrity, security, or availability of the Service;
• Misrepresent the nature of your business, practice, or the purpose of your use of the Service to us, to a Third-Party Provider, or to a Patient or customer.

You are solely responsible for the accuracy, completeness, legality, and suitability of all data and instructions submitted through the Service, and for ensuring that any representations you make to customers or Patients about financing products, pricing, or approval are accurate and not misleading.

9. Healthcare Vertical and Founding Practice Programme

Where a healthcare practice ("Practice") participates in the Founding Practice Programme or any successor healthcare-focused offering, the following applies in addition to the rest of these Terms:

• Spiral Pay facilitates an embedded workflow connecting the Practice and its Patients with independent, trusted financing partners (e.g., Float). Spiral Pay is not a party to, and assumes no responsibility for, the financing agreement between a Patient and a Third-Party Provider.
• Introductory or trial terms (such as a free trial period, waived subscription fees, or a stated transaction fee) will be set out in Programme-Specific Terms provided to the Practice at sign-up. These may be varied, extended, or discontinued for future participants without affecting practices already onboarded under agreed terms, except on reasonable notice.
• The Practice remains solely responsible for its own professional, ethical, and regulatory obligations (including any applicable healthcare, medical aid, or professional body rules) in connecting patient billing to the Service, and for obtaining any Patient consents required for this purpose under POPIA.
• Nothing in the Service constitutes medical, billing, or financial advice to the Practice or its Patients.

10. Fees and Payment

If the Service is offered on a paid basis, you agree to pay all applicable fees, transaction fees, taxes, and charges in accordance with the pricing plan or Programme-Specific Terms applicable to you.

We may change our fees from time to time by giving at least 30 days' written notice (which may be by email or in-app notice), unless a different notice period is agreed in writing or set out in Programme-Specific Terms. Continued use of the Service after a fee change takes effect constitutes acceptance of the new fees. Non-payment of any amount due may result in suspension or termination of access to the Service, without prejudice to any other remedy available to us.

All fees are exclusive of value-added tax ("VAT") and any other applicable taxes, which will be added where legally required.

11. Data Protection and POPIA

Where POPIA applies, the Merchant (or Practice) is generally the responsible party in respect of Personal Information relating to its customers or Patients, and Spiral Pay acts as an operator, processing that Personal Information only on the Merchant's instructions and for the purpose of providing the Service.

You warrant that you have all necessary rights, consents, notices, and lawful bases required under POPIA (and, where applicable, any healthcare or professional confidentiality obligations) to provide Personal Information to us and to use the Service in connection with that information.

We will:

• Take reasonable technical and organisational measures to secure Personal Information processed through the Service against loss, damage, or unauthorised access, in line with POPIA's security safeguard requirements;
• Not use Personal Information processed on your behalf for any purpose other than providing the Service, unless required by law;
• Notify you without undue delay if we become aware of a security compromise involving Personal Information processed on your behalf, to enable you to meet your own notification obligations under POPIA.

You acknowledge that no system can be guaranteed completely secure. Where required by law or by either party, the parties may enter into a separate operator/data processing agreement or security schedule, which will govern in the event of any conflict with this Section on data protection matters.

12. Intellectual Property

All intellectual property rights in and to the Service, including: software, source code, design, interfaces, workflows, logos, trademarks, and documentation, belong to Spiral Pay or its licensors.

We grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to use the Service solely for your internal business or practice purposes, in accordance with these Terms, for as long as your account remains active and in good standing.

You retain ownership of your own Content, and grant us a limited licence to host, process, transmit, and display that Content solely as necessary to provide the Service to you.

13. Confidentiality

Each party agrees to keep confidential any non-public business, technical, commercial, patient-related, or security information received from the other party, and to use it only to perform its obligations under these Terms.

This obligation does not apply to information that is public through no fault of the receiving party, was independently developed, was lawfully received from a third party without restriction, or is required to be disclosed by law, regulation, or a competent court or regulator (in which case the disclosing party will, where legally permitted, give the other party prior notice).

14. Disclaimer of Financial Services

Spiral Pay is not a bank, credit provider, payment system operator, payment processor, loan originator, escrow agent, medical scheme, or financial intermediary, and is not licensed or registered as such with the National Credit Regulator, the South African Reserve Bank, the Payments Association of South Africa, the Financial Sector Conduct Authority, or any equivalent body.

We do not:

• Provide credit, BNPL, or financing products ourselves;
• Assess creditworthiness or approve any financing transaction;
• Hold, control, or have access to Merchant, Practice, or Patient funds;
• Initiate or complete payments on your behalf as a regulated payment service provider;
• Make business, lending, clinical, or risk decisions on behalf of any Merchant, Practice, Third-Party Provider, or Patient;
• Guarantee that any Third-Party Provider will approve, fund, settle, or pay out any transaction.

All financial, credit, lending, and settlement decisions are made exclusively by the applicable Third-Party Provider, the Merchant, or the Patient, as applicable.

15. Warranties and Disclaimers

To the maximum extent permitted by law, the Service is provided on an "as is" and "as available" basis.

We disclaim all warranties not expressly set out in these Terms, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that:

• The service will be error-free, secure, or available without interruption;
• Defects will be corrected immediately or at all;
• Third-party provider data displayed through the service will always be accurate, complete, or current;
• The service will meet your particular business, practice, or regulatory needs.

16. Limitation of Liability

To the maximum extent permitted by law, Spiral Pay will not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including loss of profit, loss of revenue, loss of business, loss of goodwill, loss of data, or business interruption, arising out of or in connection with the Service or these Terms.

To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with the Service or these Terms, whether in contract, delict, or otherwise, will be limited to the total fees actually paid by you to Spiral Pay in the one (1) month period immediately preceding the event giving rise to the claim, unless a higher cap is required by law or expressly agreed in writing.

We will not be liable for losses arising from:

• Third-party provider outages, delays, errors, credit decisions, or failures to fund or settle;
• Merchant or practice misconfiguration, or misuse or loss of merchant API credentials;
• Inaccurate, incomplete, or delayed third-party data;
• The acts or omissions of the merchant, practice, patient, or any third-party provider;
• Force majeure events (section 19 of these terms and conditions);
• Unauthorised access caused by your failure to secure your credentials or systems.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud, willful misconduct, or gross negligence.

17. Indemnity

You agree to indemnify, defend, and hold harmless Spiral Pay, its directors, employees, contractors, and affiliates from and against any claims, losses, damages, liabilities, penalties, costs, and reasonable legal expenses arising out of or related to:

• Your use of the Service;
• Your breach of these Terms or any Programme-Specific Terms;
• Your breach of any Third-Party Provider's terms;
• Your violation of any law or regulation, including POPIA, the National Credit Act, or any professional/healthcare regulatory requirement applicable to you;
• Your misuse, loss, disclosure, or compromise of Merchant API Credentials;
• Any claim arising from your Content, data, or instructions submitted through the Service;
• Any allegation that your business, practice, products, or services are unlawful or misleading.

18. Suspension and Termination

We may suspend or terminate your access immediately, with or without notice, if:

• You breach these Terms or any Programme-Specific Terms;
• We reasonably suspect fraud, abuse, malware, or unlawful activity;
• Your use of the Service creates a security, legal, financial, or reputational risk to Spiral Pay or any Third-Party Provider;
• A Third-Party Provider requires us to restrict or remove your access;
• You fail to pay applicable fees when due.

You may stop using the Service at any time by providing written notice to mako@spiralpay.co.za. Termination does not affect any rights or obligations that accrued, or fees that became due, before termination, and Sections 12, 13, 14, 16, 17, 21, and 22 of these terms and conditions survive termination.

19. Force Majeure

Neither party will be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, war, civil unrest, government action, load-shedding or utility failure, internet or telecommunications failure, or failure of a Third-Party Provider, provided the affected party gives prompt notice and uses reasonable efforts to mitigate the impact.

20. Availability, Support, and Maintenance

We will use commercially reasonable efforts to keep the Service available and secure. The Service may be unavailable from time to time due to maintenance, upgrades, internet or infrastructure failures, Third-Party Provider outages, or events outside our control.

We do not guarantee uninterrupted, error-free, or perfectly accurate operation of the Service. Specific service levels, support commitments, or uptime targets will apply only if expressly agreed in a separate written service level agreement.

21. Governing Law and Jurisdiction

These Terms are governed by the laws of the Republic of South Africa. Subject to Section 22 of these Terms and Conditions, the parties consent to the non-exclusive jurisdiction of the competent South African courts.

22. Dispute Resolution

If a dispute arises out of or in connection with these Terms, the parties will first attempt in good faith to resolve it through informal negotiation between senior representatives within 14 days of written notice of the dispute.

If unresolved, either party may refer the dispute to arbitration administered by the Arbitration Foundation of Southern Africa (AFSA) under its applicable rules, or to the competent courts of South Africa, at the referring party's election, unless a separate written agreement between the parties specifies a different mechanism. Nothing in this Section prevents either party from seeking urgent interim relief from a competent court.

23. Notices

Legal notices to Spiral Pay must be sent to mako@spiralpay.co.za (or such other address as we notify you of in writing). Notices to you will be sent to the email address or contact details registered on your account, and are deemed received 24 hours after being sent, unless the sender receives notice that the email was not delivered.

24. Changes to the Terms

We may update these Terms from time to time. The revised version will take effect when posted on our website, or on a later date stated in the updated Terms, and we will give reasonable notice of material changes (e.g., by email or in-app notice) where practical. Your continued use of the Service after the effective date of an update means you accept the updated Terms. If you do not agree to an update, you must stop using the Service before it takes effect.

25. Contact Information

If you have questions about these Terms, contact:

26. General Provisions

• Entire Agreement: These Terms, together with any applicable Programme-Specific Terms, order form, service level agreement, Privacy Policy, or data processing agreement, form the entire agreement between you and Spiral Pay regarding the Service, and supersede any prior agreements or understandings on the subject.
• Assignment: You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, restructuring, or sale of all or substantially all of our assets, on notice to you.
• Severability: If any provision of these Terms is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.
• No Waiver: Our failure to enforce any right or provision does not constitute a waiver of that right or provision.
• No Agency or Partnership: Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship between the parties.
• No Third-Party Beneficiaries: These Terms do not confer any rights on any person or entity other than the parties, except as expressly stated.
• Language: These Terms are drafted in English, which governs in the event of any conflict with a translated version.