Terms and Conditions

These Terms and Conditions ("Terms") govern your access to and use of the OmniFlo website, application and related services (collectively the "Service"), which is owned and operated by FY25 (Pty) Ltd (registration number on request), a private company incorporated in the Republic of South Africa with registered address at Tijger Vallei Office Park, Building 98 Unit 9/10, Pony Street, Hazeldean, Pretoria, 0054 ("FY25", "we", "us", "our").

"You" or "User" means any natural or juristic person that accesses or uses the Service, including the organisation on whose behalf you act. Where you accept these Terms on behalf of an organisation, you warrant that you are duly authorised to do so and that the organisation will be bound.

By registering for or using the Service, you confirm that you have read, understood and agreed to be bound by these Terms and our Privacy Policy. If you do not agree, you must not use the Service.

These Terms constitute an electronic agreement concluded in terms of the Electronic Communications and Transactions Act, 25 of 2002 ("ECTA").

OmniFlo is a software-as-a-service platform that helps accountants, bookkeepers and finance teams manage supplier payments, including importing aged-payables data from Xero, capturing supplier banking details, building payment batches, enforcing approval workflows and exporting bank-ready files.

OmniFlo does not effect, process or settle any payment. We are not a bank, a payment service provider, a financial services provider or an accountable institution. All actual payments remain your responsibility and must be effected through your own bank.

• You must be at least 18 years old and have legal capacity to contract.
• You must provide accurate, current and complete information when registering and keep it up to date.
• You are responsible for safeguarding your login credentials and for all activity under your account. Notify us immediately of any suspected unauthorised access.
• We may suspend or terminate access where we reasonably believe an account is being used in breach of these Terms or applicable law.

Access to the Service may be free or subject to a subscription fee, as set out on the relevant order or pricing page. Unless otherwise agreed in writing:

• fees are quoted exclusive of VAT (where applicable) and payable in advance;
• subscriptions renew automatically for successive periods unless cancelled before the renewal date;
• we may change fees on at least 30 (thirty) days' written notice, effective from the next renewal;
• amounts paid are non-refundable except where required by law (including the Consumer Protection Act, where applicable).

You agree not to:

• use the Service for any unlawful, fraudulent or harmful purpose;
• upload or process personal information that you are not lawfully entitled to process;
• attempt to gain unauthorised access to, reverse engineer, decompile or interfere with the Service or its underlying infrastructure;
• introduce viruses, malware or any code intended to damage or impair the Service;
• use the Service to send spam or any unsolicited electronic communications in breach of POPIA, ECTA or the CPA;
• resell, sublicense or make the Service available to third parties without our consent.

You retain all rights in the data, documents and information you upload to the Service ("Customer Data"). You grant us a non-exclusive, royalty-free licence to host, copy, process and display Customer Data solely to the extent necessary to provide the Service and meet our legal obligations.

You warrant that you have all necessary rights and lawful bases to provide Customer Data to us and that our processing of it in accordance with these Terms will not infringe the rights of any third party or breach any law, including POPIA.

The Service integrates with third-party services, including Xero. Your use of those services is governed by their own terms and privacy policies. We are not responsible for the availability, accuracy or content of any third-party service, and integration with a third-party service may be modified or discontinued at any time.

All intellectual property in the Service, including software, source code, trademarks, logos, designs and documentation, is and remains the property of FY25 or its licensors. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service for your internal business purposes.

No rights are granted by implication, estoppel or otherwise. You may not remove or alter any proprietary notices on the Service.

Each party may receive confidential information from the other. The receiving party must keep such information confidential, use it only for purposes of these Terms, and protect it with at least the same degree of care as it uses for its own confidential information (and not less than a reasonable standard).

We will provide the Service with reasonable skill and care. To the maximum extent permitted by law, and except as expressly stated in these Terms or as required by the Consumer Protection Act, 68 of 2008 ("CPA"):

• the Service is provided "as is" and "as available", without any warranties, whether express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, accuracy or non-infringement;
• we do not warrant that the Service will be uninterrupted, error-free or free of harmful components, or that any data transmitted will be secure or not subject to loss;
• you are responsible for verifying all payment information, supplier banking details and amounts before authorising any payment through your bank.

To the maximum extent permitted by law, and subject to clause 13 below, neither party will be liable to the other for any indirect, incidental, consequential, special or punitive loss or damage, including loss of profit, loss of revenue, loss of goodwill, loss of data, business interruption or wasted expenditure, even if advised of the possibility of such loss.

Our total aggregate liability arising out of or in connection with the Service or these Terms, whether in contract, delict (including negligence) or otherwise, is limited to the total fees actually paid by you to us for the Service in the 12 (twelve) months immediately preceding the event giving rise to the claim, or ZAR 5,000 (five thousand Rand) where no fees have been paid.

Nothing in these Terms excludes or limits liability for:

• death or personal injury caused by a party's negligence;
• fraud or fraudulent misrepresentation;
• any other liability that cannot lawfully be excluded or limited, including under the CPA.

You indemnify and hold harmless FY25, its directors, employees and contractors against any loss, claim, damage or expense (including reasonable legal fees) arising from your breach of these Terms, your unlawful use of the Service, or any Customer Data infringing the rights of, or causing harm to, a third party.

We may suspend or terminate your access to the Service:

• immediately, if you materially breach these Terms and fail to remedy the breach within 7 (seven) days of written notice;
• immediately, if required by law or to protect the security or integrity of the Service;
• on 30 (thirty) days' notice, for any other reason.

You may terminate your account at any time by following the cancellation process in the application or by contacting us. On termination, your right to use the Service ends and we may, after a reasonable period, delete Customer Data subject to our retention obligations described in the Privacy Policy.

Notices to you may be sent to the email address registered to your account or by posting to the Service. Notices to us must be sent to info@beal.co.za with a copy by post to our registered address.

Neither party will be liable for any delay or failure in performance caused by circumstances beyond its reasonable control, including acts of God, war, civil unrest, government action, load-shedding, internet or telecommunications failures, cyber-attacks or pandemics.

We may amend these Terms from time to time. Material changes will be communicated through the Service or by email at least 14 (fourteen) days before they take effect. Continued use of the Service after the effective date constitutes acceptance of the amended Terms.

These Terms are governed by, and construed in accordance with, the laws of the Republic of South Africa. Subject to clause 20, the parties consent to the non-exclusive jurisdiction of the Magistrate's Court having jurisdiction in respect of any dispute arising from these Terms, notwithstanding that the amount in dispute may exceed the court's monetary jurisdiction.

The parties will attempt in good faith to resolve any dispute by negotiation. Failing resolution within 15 (fifteen) business days, either party may refer the dispute to mediation under the rules of the Arbitration Foundation of Southern Africa (AFSA) before commencing litigation. This clause does not prevent either party from seeking urgent or interim relief from a competent court.

• Whole agreement: these Terms, together with the Privacy Policy and any order form, constitute the whole agreement between the parties.
• Severability: if any provision is found to be unenforceable, the remaining provisions remain in full force.
• No waiver: failure to enforce any right is not a waiver of that right.
• Assignment: you may not assign your rights without our prior written consent. We may assign or cede our rights and obligations to an affiliate or successor entity.
• Independent contractors: the parties are independent contractors; nothing in these Terms creates a partnership, joint venture or employment relationship.

For any questions about these Terms, please contact us:

FY25 (Pty) Ltd
Tijger Vallei Office Park, Building 98 Unit 9/10,
Pony Street, Hazeldean, Pretoria, 0054
Email: info@beal.co.za