Terms &
Conditions.

Definitions and Interpretation

In these Terms and Conditions, unless the context requires otherwise:

• “Anexis AI Group” means Anexis AI Group (Pty) Ltd and all its subsidiary companies, product brands, and the Anexis Advisory division, collectively.
• “Services” means the software platforms, advisory services, API access, content, and any other products or services made available by Anexis AI Group.
• “Platform” means any of our seven sector-specific AI software products including Thuto AI, Vanguard Mining AI, Vector AI, Terra AI, Apex Ledger AI, Axiom Shield AI, and Civitas AI.
• “Advisory Services” means the Anexis Advisory sprint engagements and any related consulting deliverables.
• “Client” or “You” means the entity or individual who has agreed to these Terms by accessing or using our Services.
• “Content” means all text, data, graphics, software, code, documentation, and other materials available through our Services.
• “Confidential Information” means any non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.
• “POPIA” means the Protection of Personal Information Act 4 of 2013 as amended.
• “ECT Act” means the Electronic Communications and Transactions Act 25 of 2002.

Acceptance of Terms

By accessing our website, registering for any Platform, engaging Anexis Advisory, or using any of our Services, you agree to be bound by these Terms and Conditions, our Privacy Policy, and our Cookie Policy.

If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not access or use our Services.

These Terms constitute a binding legal agreement between you and Anexis AI Group (Pty) Ltd. In terms of Section 11 of the ECT Act, this agreement is concluded electronically and is as legally binding as a written, signed agreement.

Our Services

Anexis AI Group provides the following categories of services, each subject to separate agreements and pricing as set out in applicable Order Forms or Statements of Work:

3.1 Software Platforms (SaaS)

Access to our seven sector-specific AI platforms is provided on a Software-as-a-Service basis. Your rights to access and use each Platform are set out in the applicable Software Licence Agreement or Order Form. These Terms apply to the extent not superseded by such specific agreement.

3.2 Advisory Services

Anexis Advisory sprint engagements are governed by a separate Engagement Letter and Statement of Work signed by both parties. Key terms that apply to all Advisory engagements include:

• A non-refundable 50% deposit is required before any Advisory Sprint commences
• The remaining 50% is due within 5 business days of delivery of the final roadmap deliverable
• All sprint deliverables (reports, roadmaps, frameworks) become the Client’s intellectual property upon receipt of full payment
• Advisory sprint fees may be credited against first-year platform licences where a platform agreement is signed within 30 days of roadmap delivery
• Scope changes requested by the Client during a sprint may result in additional fees at our standard day rate

3.3 Website and General Access

Access to our public-facing website is provided free of charge for informational purposes. We reserve the right to modify, suspend, or discontinue any aspect of the website at any time without notice.

We do not guarantee that our website or any Platform will be available 100% of the time. Planned maintenance will be notified in advance where reasonably practicable. Our Platform SLA commitments are set out in applicable service level agreements.

Account Registration

To access certain Services, you must register for an account. You agree to:

• Provide accurate, current, and complete registration information
• Maintain the security of your account credentials and not share them with any third party
• Notify us immediately at security@anexisaigroup.com upon becoming aware of any unauthorised use of your account
• Accept responsibility for all activities that occur under your account
• Ensure that your use of the account complies with all applicable laws and regulations

We reserve the right to suspend or terminate accounts where we have reasonable grounds to believe that your account has been compromised, is being misused, or that you are in breach of these Terms.

Intellectual Property

All intellectual property rights in and to our Services, Platforms, software code, algorithms, training data, models, documentation, branding, trademarks, and all other Content are owned by or licensed to Anexis AI Group (Pty) Ltd. These rights are protected by South African copyright law, the Trade Marks Act 194 of 1993, and applicable international intellectual property conventions.

5.1 Licence Grant

Subject to payment of applicable fees and compliance with these Terms, we grant you a non-exclusive, non-transferable, revocable licence to access and use the Services during the agreed subscription term, solely for your internal business purposes. You may not sub-licence this right without our prior written consent.

5.2 Restrictions

You must not, and must not permit any third party to:

• Copy, reproduce, modify, adapt, translate, or create derivative works of our software or AI models
• Reverse engineer, decompile, disassemble, or attempt to discover the source code of any Platform
• Use our software or AI outputs to train, develop, or improve a competing AI product or service
• Remove, alter, or obscure any proprietary notices, labels, or markings on our software
• Access our Services by automated means (scraping, crawling, or harvesting) without our express written permission
• Represent our AI models’ outputs as your own original intellectual creation without appropriate attribution

5.3 Your Content

You retain all rights in data, content, and information you upload to our Platforms (“Client Data”). By uploading Client Data, you grant us a limited, non-exclusive licence to process that data solely to provide the Services to you. We do not use your Client Data to train our AI models without your explicit written consent.

Permitted Use and Restrictions

You agree to use our Services only for lawful purposes and in accordance with these Terms. You must not use our Services:

• In any manner that violates applicable South African law, regulation, or the rights of any third party
• To transmit unsolicited commercial communications (spam) or any form of malicious software
• To infringe any intellectual property rights, privacy rights, or other proprietary rights of any person
• To discriminate against or harm any individual or group based on race, gender, disability, religion, or any protected characteristic
• To create, distribute, or use AI-generated content that is deceptive, defamatory, or designed to cause harm
• To circumvent any security measures, access controls, or usage restrictions built into our Platforms
• For any purpose that we, in our sole discretion, deem inappropriate or inconsistent with the Ethical AI principles set out in our About page

We reserve the right to investigate suspected violations and to suspend or terminate access to our Services where a violation is confirmed or reasonably suspected.

Fees and Payment

All fees for our Services are set out in applicable Order Forms, Engagement Letters, or our current published pricing. All amounts are stated in South African Rand (ZAR) and are exclusive of VAT unless stated otherwise.

• SaaS subscriptions are billed monthly or annually in advance, depending on the plan selected. Annual subscriptions are non-refundable except where we materially breach our service obligations.
• Advisory Sprint fees are due 50% on signing of the Engagement Letter and 50% within 5 business days of final deliverable. Both payments are non-refundable once the sprint has commenced.
• Enterprise contracts are governed by the specific payment schedule set out in the relevant Statement of Work.

Late payments bear interest at the maximum rate permitted under the Prescribed Rate of Interest Act 55 of 1975, calculated from the due date until the date of actual payment. We reserve the right to suspend access to Services for accounts more than 30 days in arrears, without prejudice to our right to recover outstanding amounts.

All prices are subject to change with 30 days’ written notice. Price changes do not apply to prepaid annual subscriptions already paid in full.

Confidentiality

Each party agrees to keep the other party’s Confidential Information strictly confidential and to not disclose it to any third party without prior written consent, except as required by law. Each party shall use the other party’s Confidential Information only to the extent necessary to perform its obligations or exercise its rights under these Terms.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (d) is required to be disclosed by law or court order.

The confidentiality obligations in this section survive termination of these Terms for a period of five (5) years.

Data Processing

The processing of personal information in connection with our Services is governed by our Privacy Policy. Where we process personal information on your behalf as an Operator/Processor under POPIA, such processing is additionally governed by a Data Processing Agreement (DPA) which forms part of your service contract.

You, as the Client and Responsible Party under POPIA, warrant that you have obtained all necessary consents and have all lawful grounds to provide Client Data to Anexis AI Group for processing, and that such processing instructions comply with applicable data protection law.

Warranties and Disclaimers

We warrant that our Platforms will perform materially in accordance with their published documentation during the subscription term, and that we will provide our Advisory Services with reasonable skill, care, and diligence.

Except as expressly stated in these Terms, all Services are provided on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, we disclaim all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Limitation of Liability

To the maximum extent permitted by applicable law, Anexis AI Group’s total aggregate liability to you for any and all claims arising out of or in connection with these Terms or our Services shall not exceed the greater of:

• The total fees paid or payable by you to Anexis AI Group in the twelve (12) months immediately preceding the event giving rise to the claim; or
• ZAR 50,000 (fifty thousand Rand)

Notwithstanding the foregoing, Anexis AI Group shall not be liable for any: (a) indirect, incidental, special, or consequential damages; (b) loss of profits, revenue, data, business, or goodwill; (c) loss resulting from your reliance on AI-generated outputs without appropriate human oversight; (d) damages arising from third-party services or integrations. This exclusion applies even if we have been advised of the possibility of such damages.

Nothing in these Terms limits or excludes liability for: (a) death or personal injury caused by our gross negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot be excluded or limited under applicable law.

Indemnification

You agree to indemnify, defend, and hold harmless Anexis AI Group and its officers, directors, employees, contractors, and agents from and against any claims, liabilities, damages, losses, penalties, fines, and expenses (including reasonable legal costs) arising out of or relating to:

• Your breach of these Terms or any applicable law or regulation
• Your use of our Services in a manner not authorised by these Terms
• Your Client Data, including any claim that the Client Data infringes the rights of a third party or violates POPIA
• Any claim brought by a third party arising from your use of AI outputs without appropriate human review

Term and Termination

These Terms take effect when you first access or use our Services and continue until terminated. Individual service subscriptions run for the term specified in the applicable Order Form.

Termination by you: You may terminate a SaaS subscription at the end of the then-current billing period by providing written notice. No refunds are payable for the unexpired portion of any prepaid annual subscription.

Termination by us: We may terminate or suspend your access to Services immediately upon written notice if: (a) you materially breach these Terms and fail to cure such breach within 14 days of written notice; (b) you become insolvent or are placed under business rescue; or (c) we determine that continued provision of Services to you would expose us to legal or regulatory risk.

Effect of termination: Upon termination, your right to access and use the Services ceases immediately. You must cease all use of our software and delete or return any Confidential Information in your possession. Provisions of these Terms that by their nature should survive termination (including intellectual property, confidentiality, limitation of liability, and indemnification) shall continue to apply.

We will make your Client Data available for download for a period of 30 days following termination, after which it will be deleted in accordance with our data retention policy.

Dispute Resolution

The parties agree to first attempt to resolve any dispute arising out of or relating to these Terms through good-faith negotiations. Either party may initiate negotiations by delivering written notice to the other party specifying the nature of the dispute and the remedy sought. The parties shall have 30 days from delivery of such notice to attempt resolution.

If the dispute is not resolved through negotiation within 30 days, the parties agree to attempt mediation in Johannesburg, South Africa, under the auspices of the Arbitration Foundation of Southern Africa (AFSA), before commencing litigation.

If mediation fails or is refused, the dispute shall be submitted to the exclusive jurisdiction of the South Gauteng High Court, Johannesburg. Each party irrevocably submits to the personal jurisdiction of such court.

These Terms are governed by and construed in accordance with the laws of the Republic of South Africa.

General Provisions

15.1 Entire Agreement

These Terms, together with our Privacy Policy, Cookie Policy, and any applicable Order Forms or Engagement Letters, constitute the entire agreement between you and Anexis AI Group with respect to the subject matter hereof and supersede all prior agreements, representations, and understandings.

15.2 Amendments

We may amend these Terms at any time by posting the updated version on our website with a revised effective date. Material changes will be communicated to active clients via email at least 30 days prior to taking effect. Your continued use of our Services after the effective date of amendments constitutes acceptance.

15.3 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it enforceable.

15.4 Waiver

A failure or delay by either party to exercise any right or remedy provided under these Terms shall not constitute a waiver of that right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

15.5 Force Majeure

Neither party shall be in breach of these Terms or liable for delay in performing, or failure to perform, any of its obligations if such delay or failure results from events, circumstances, or causes beyond its reasonable control, including but not limited to load shedding, civil unrest, pandemic, natural disaster, or failure of internet infrastructure.

15.6 Contact for Legal Notices

Legal notices must be sent to: legal@anexisaigroup.com or by registered post to our registered address. Notices sent by email are deemed received on the next business day following transmission. Notices sent by registered post are deemed received 5 business days after posting.