PART 1 — TERMS AND CONDITIONS
1Definitions
The following terms have the meanings set out below throughout these Terms and Conditions and any subscription agreement incorporating them:
"Agreement" means any subscription agreement entered into between RIASO and the Client for access to the Platform, together with these Terms and Conditions and any annexures.
"Client" means the business entity or individual who subscribes to the Platform.
"Commencement Date" means the start date of the subscription as specified in the relevant subscription agreement.
"Client Data" means any data uploaded to, input into, or generated through the Client's use of the Platform, including but not limited to employee records, operational data, and any other information processed by the Platform on behalf of the Client.
"Initial Term" means the minimum subscription period, being 12 (twelve) months from the Commencement Date.
"Platform" means any software-as-a-service product, application, portal, module, system, or digital solution operated by RIASO, including all updates and enhancements.
"POPIA" means the Protection of Personal Information Act 4 of 2013 (South Africa).
"Subscription Fee" means the fee payable for access to the Platform as set out in the applicable subscription agreement.
"User" means any individual authorised by the Client to access and use the Platform.
2Grant of Access
2.1RIASO grants the Client a non-exclusive, non-transferable right to access and use the Platform during the subscription term, solely for the Client's internal business purposes.
2.2The Client may authorise its employees and authorised personnel to use the Platform as Users. The Client remains fully responsible for all acts and omissions of its Users.
2.3No right to sub-license the Platform to any third party is included in this grant.
2.4RIASO reserves all rights not expressly granted herein.
3Optional Identification and Verification Features
IMPORTANT: Where a Platform product includes optional identification or verification features (such as photographic selfie capture), these are provided for visual identification assistance only. They do NOT constitute biometric verification and do not form part of a biometric system under POPIA or any applicable legislation. Such features are only available in Platform products where expressly described.
3.1Where a Platform product includes an optional identification or verification feature (such as photographic selfie capture), that feature is provided for visual identification assistance purposes only.
3.2No biometric data is processed or stored by any such feature. Where photographic capture is used, it does not meet the definition of a biometric system under POPIA or any other applicable law.
3.3The Client acknowledges these limitations and accepts sole responsibility for any identity verification processes beyond what the relevant Platform product provides.
4Client Data and Export
4.1The Client retains full ownership of all Client Data uploaded to or generated by the Platform.
4.2The Client may export Client Data from the Platform in a standard machine-readable format (such as CSV or equivalent) as supported by the relevant Platform product.
4.3The Client is solely responsible for ensuring that any further processing of exported Client Data complies with all applicable laws, including POPIA.
5Subscription Fees and Payment
5.1The Client shall pay the Subscription Fee in advance in accordance with the billing cycle set out in the applicable subscription agreement (monthly or annual).
5.2RIASO will issue invoices to the billing contact specified in the subscription agreement. Monthly invoices are issued monthly; annual invoices are issued at least 30 days before the due date.
5.3Payment is due within 7 (seven) days of the invoice date.
5.4If payment is not received within the 7-day period, RIASO will issue a written reminder. If the outstanding amount is not settled within 5 (five) business days of such reminder (the "Grace Period"), RIASO reserves the right to suspend the Client's access to the Platform without further notice until all amounts are paid in full.
5.5Suspension of access does not relieve the Client of its obligation to pay all outstanding Subscription Fees.
5.6All fees are exclusive of Value Added Tax (VAT). VAT will be added at the applicable rate.
6Subscription Term and Renewal
6.1All subscriptions have a minimum Initial Term of 12 (twelve) months from the Commencement Date.
6.2The Initial Term is a firm minimum commitment. The Client may not cancel during the Initial Term except for cause as described in clause 10 below.
6.3Upon expiry of the Initial Term, the subscription will automatically renew unless either party provides written notice of cancellation or non-renewal at least 60 (sixty) calendar days before the end of the then-current term.
6.4Monthly billing clients: After the Initial Term, the subscription continues on a month-to-month basis. Either party may cancel with 60 days' written notice after the Initial Term expires.
6.5Annual billing clients: The subscription renews for successive 12-month periods. Annual fees are payable in full in advance on each renewal date.
7Client Obligations
7.1The Client shall:
- use the Platform in compliance with these Terms and Conditions and all applicable laws;
- maintain the confidentiality of all User login credentials;
- promptly notify RIASO of any unauthorised access or suspected security breach;
- ensure that Client Data uploaded to the Platform is accurate and up to date;
- obtain all necessary employee consents for the processing of personal information on the Platform as required by POPIA.
7.2The Client shall not:
- attempt to reverse-engineer, decompile, or disassemble the Platform;
- use the Platform for any unlawful purpose;
- share User credentials with any unauthorised person;
- attempt to access any system or data beyond what is authorised under the subscription agreement.
8RIASO Obligations
8.1RIASO shall:
- make the Platform available to the Client during the subscription term;
- use commercially reasonable efforts to maintain Platform availability;
- apply reasonable security measures to protect the Platform and Client data;
- provide reasonable advance notice of planned maintenance that may affect Platform availability.
8.2RIASO does not warrant that the Platform will be error-free or uninterrupted. Scheduled maintenance may result in brief periods of downtime.
9Intellectual Property
9.1All intellectual property rights in the Platform — including software, algorithms, designs, and documentation — vest in and remain exclusively with RIASO. Nothing in any subscription agreement transfers any intellectual property right to the Client.
9.2Client Data and Client-specific configurations remain the property of the Client.
10Termination for Cause
10.1Either party may terminate the subscription immediately on written notice if the other party:
- commits a material breach of any provision of the subscription agreement and fails to remedy such breach within 14 (fourteen) calendar days of written notice; or
- is placed under provisional or final winding-up, sequestration, business rescue, or any analogous insolvency process.
10.2RIASO may terminate immediately on written notice if the Client fails to pay any Subscription Fee and the amount remains outstanding after the Grace Period described in clause 5.4.
10.3On termination or expiry of any subscription: (a) the Client's access to the Platform will cease; (b) the Client may export Client Data within 30 (thirty) calendar days; (c) RIASO will delete or irreversibly anonymise all Client data within 90 (ninety) days of termination, subject to any applicable legal retention obligations.
11Liability and Indemnity
11.1RIASO shall not be liable for any indirect, incidental, special, or consequential loss or damages of any nature arising from the subscription agreement or the use of the Platform.
11.2RIASO's aggregate liability to the Client shall not exceed the total Subscription Fees paid by the Client in the 3 (three) months immediately preceding the event giving rise to the claim.
11.3The Client indemnifies RIASO against any third-party claims arising from the Client's use of the Platform in breach of the subscription agreement or applicable law.
12Protection of Personal Information (POPIA)
12.1 Roles
12.1.1The Client is the Responsible Party in respect of all Client Data. The Client determines the purpose and means of processing.
12.1.2RIASO acts as an Operator and processes Client Data only on behalf of, and under the instructions of, the Client.
12.2 Lawful Basis and Consent
12.2.1The Client warrants that it has obtained all necessary consents from employees and other data subjects whose personal information is uploaded to the Platform.
12.2.2The Client shall retain consent records for the duration of the subscription and for a minimum of 3 (three) years thereafter.
12.3 Data Security
12.3.1RIASO shall implement and maintain appropriate technical and organisational measures to protect Client Data, including access controls, TLS encryption of data in transit, regular security assessments, and incident response procedures.
12.3.2Where a Platform product includes photographic capture features, such captures are used for visual identification assistance only and are not stored or processed as biometric identifiers.
12.4 Data Subject Rights
12.4.1The Client, as Responsible Party, is responsible for responding to data subject access, correction, deletion, and objection requests under POPIA. RIASO will assist the Client within 5 (five) business days of any such request.
12.5 Data Breach Notification
12.5.1RIASO will notify the Client within 48 (forty-eight) hours of becoming aware of any actual or suspected personal information breach involving Client Data, including a description of the breach, affected data subjects, and remedial measures taken.
12.5.2The Client, as Responsible Party, is responsible for notifying the Information Regulator and affected data subjects where required by POPIA.
12.6 Cross-Border Transfers
12.6.1RIASO shall not transfer Client Data outside South Africa without the Client's prior written consent, unless the destination country provides adequate data protection or appropriate safeguards are in place as required by POPIA.
13Confidentiality
13.1Each party agrees to keep confidential all non-public information received from the other party and to use such information only for the purposes of performing its obligations under the subscription agreement.
13.2This obligation does not apply to information that: (a) becomes publicly available through no fault of the receiving party; (b) was known to the receiving party before disclosure; or (c) is required to be disclosed by law.
14Force Majeure
14.1Neither party shall be liable for any delay or failure to perform its obligations caused by circumstances beyond its reasonable control, including acts of God, natural disasters, civil unrest, power failures, governmental action, pandemics, or internet service interruptions.
14.2The affected party shall notify the other party in writing as soon as practicable. If the event continues for more than 60 (sixty) consecutive days, either party may terminate the subscription on written notice.
15General Provisions
15.1Entire Agreement. These Terms and Conditions, together with the applicable subscription agreement, constitute the entire agreement between the parties and supersede all prior negotiations and representations.
15.2Amendments. No amendment shall be binding unless recorded in writing and signed by both parties.
15.3Assignment. The Client may not assign or transfer any rights or obligations without RIASO's prior written consent. RIASO may assign its rights on written notice to the Client.
15.4Governing Law. These Terms and Conditions are governed by the laws of the Republic of South Africa. The parties consent to the jurisdiction of the High Court of South Africa, Gauteng Division, Pretoria.
15.5Severability. If any provision is found invalid or unenforceable, it will be severed and the remaining provisions will continue in full force.
15.6Notices. All notices must be in writing. Email notices to the addresses in the subscription agreement are deemed received on the date sent, provided no delivery failure is received.
PART 2 — REFUND AND CANCELLATION POLICY
This policy sets out when and how clients may cancel their subscription to the Platform and the circumstances under which refunds may be issued. It applies to all subscription types — monthly, annual, and month-to-month — and is incorporated into every subscription agreement with RIASO.
R1Policy Overview
RIASO software subscriptions are B2B SaaS agreements. Fees are charged for platform access, not for physical goods. Subscription Fees are generally non-refundable except in the limited circumstances described in this policy.
R2Cancellation — Monthly and Month-to-Month Plans
2.1Clients on monthly or month-to-month billing are subject to a minimum Initial Term of 12 (twelve) months. Cancellation is not permitted during the Initial Term except for cause (see clause 5 below).
2.2After the Initial Term expires, the Client may cancel the subscription by providing 60 (sixty) calendar days' written notice to info@riaso.co.za.
2.3The subscription will remain active and the Client will continue to be billed during the 60-day notice period. Access will cease at the end of the notice period.
2.4Fees already paid for the notice period are not refundable.
R3Cancellation — Annual Plans
3.1Annual subscription fees are billed in full in advance at the start of each 12-month term.
3.2Annual fees are non-refundable. If the Client cancels during a paid annual term — whether in the Initial Term or any renewal term — no refund of the unused balance of the annual fee will be due.
3.3To prevent automatic renewal of an annual plan, the Client must provide written non-renewal notice to RIASO at least 60 (sixty) calendar days before the expiry of the then-current annual term.
3.4If non-renewal notice is not provided in time, the subscription will renew for a further 12-month period and the annual fee for that new term becomes immediately payable.
R4Early Cancellation During the Initial Term
Cancelling during the Initial Term without cause will result in liquidated damages equal to all remaining Subscription Fees for the unexpired balance of the Initial Term.
4.1The Initial Term of 12 (twelve) months is a firm minimum commitment across all subscription types.
4.2Should the Client cancel or purport to cancel the subscription during the Initial Term other than for cause (as described in clause 5), the Client shall be liable to pay, as pre-estimated liquidated damages, all Subscription Fees that would have been payable for the remainder of the Initial Term.
4.3Monthly clients: Liquidated damages will equal the monthly Subscription Fee multiplied by the number of full and partial months remaining in the Initial Term.
4.4Annual clients: The full annual Subscription Fee paid for the current term is forfeited. No refund of any portion of the annual fee will be due.
R5Cancellation for Cause — Client Rights
5.1The Client may terminate the subscription immediately on written notice — including during the Initial Term — if RIASO:
- commits a material breach of the subscription agreement and fails to remedy such breach within 14 (fourteen) calendar days of written notice from the Client; or
- is placed under provisional or final winding-up, sequestration, business rescue, or any analogous insolvency process.
5.2In the event of termination for cause by the Client, RIASO will issue a pro-rata refund calculated as follows:
- Monthly billing: a refund of any prepaid fees for the calendar month(s) not yet commenced at the termination date.
- Annual billing: a pro-rata refund of the unused portion of the annual fee, calculated from the effective termination date to the end of the paid annual term, based on a 365-day year.
5.3Refunds will be processed within 30 (thirty) business days of the effective termination date and credited to the Client's original payment method or account.
R6Termination by RIASO
6.1RIASO may terminate the subscription immediately for non-payment where the outstanding amount remains unpaid after the Grace Period (5 business days after a written reminder). In such cases, no refund is due.
6.2RIASO may terminate the subscription immediately if the Client commits a material breach of the subscription agreement and fails to remedy such breach within 14 (fourteen) calendar days of written notice. No refund of fees already paid will be due in such cases.
6.3If RIASO terminates the subscription without cause, it will provide 60 (sixty) calendar days' written notice and issue a pro-rata refund of any prepaid fees for the period after the effective termination date, in accordance with clause 5.2.
R7Service Disruption Credits
7.1RIASO does not guarantee uninterrupted service. Planned maintenance periods may result in brief downtime and do not entitle the Client to a refund or credit.
7.2In the event of unplanned and extended Platform unavailability attributable to RIASO (meaning unavailability exceeding 48 consecutive hours, excluding planned maintenance and force majeure events), RIASO may, at its sole discretion, offer an account credit proportional to the period of unavailability.
7.3Service credits do not constitute a right to a cash refund and are not transferable.
R8Data Access and Export on Cancellation
8.1On termination or expiry of the subscription, the Client's access to the Platform will cease.
8.2The Client will have a 30 (thirty) calendar day window following the termination date during which it may request an export of its Client Data in CSV or equivalent format.
8.3RIASO will delete or irreversibly anonymise all Client data within 90 (ninety) days of the termination date, subject to any applicable legal retention obligations. RIASO will provide written confirmation to the Client once deletion is complete.
8.4RIASO strongly recommends that the Client export all required data before the termination date to avoid any risk of data loss.
R9Debit Order Cancellation
9.1Where the Client has authorised payment by debit order, the debit order authority may be cancelled by providing RIASO at least 10 (ten) business days' written notice prior to the next scheduled collection date.
9.2Cancellation of the debit order authority does not constitute cancellation of the subscription agreement. The Client remains liable for all Subscription Fees due under the subscription agreement irrespective of whether a debit order authority is in place.
9.3If a debit order is returned unpaid (dishonoured), the Client remains liable for the full Subscription Fee plus any applicable bank charges.
R10How to Submit a Cancellation Request
To cancel your subscription to the Platform or request a refund, please:
- Send a written cancellation notice by email to info@riaso.co.za, or by registered mail to: RIASO Software Services, 20 Avocet Ave, Rooihuiskraal, Centurion, 0157.
- Include your Account/Agreement Number, your business name, and the requested effective date of cancellation.
- RIASO will acknowledge your cancellation request within 3 (three) business days and confirm the effective termination date and any amounts outstanding.
- Refund eligibility will be assessed in accordance with this policy and communicated to you in writing.
These Terms and Conditions and this Refund and Cancellation Policy form an integral part of every RIASO Software Services subscription agreement. They are governed by the laws of the Republic of South Africa and subject to the jurisdiction of the High Court of South Africa, Gauteng Division, Pretoria.
Last updated: May 2026 · RIASO Software Services · RIASO (Pty) Ltd, Reg. 2026/353151/07
info@riaso.co.za | 082 821 1522 |
www.riaso.co.za