Generic online terms for first-login acceptance
Version: 1.0 Last updated: September 8, 2026
IMPORTANT: By selecting “I Accept”, creating or activating an Account, or accessing or using Tramm after these terms are displayed, the Customer and the User agree to this End-User Licence Agreement. If a person accepts on behalf of an organisation, that person confirms authority to bind that organisation. If the person does not agree or lacks authority, the person must not accept or use Tramm.
Parties and contract formation
This End-User Licence Agreement(“Agreement”) is between Opsi Africa (Pty) Ltd, registration number2019/174646, VAT number 4120286713, or Opsi Systems (Pty) Ltd, registration number 2008/005488/07, VAT number 4200165340, with its principal place of business at 21 Scott Street, Waverley, Johannesburg, South Africa, 2090(“Opsi”), and the organisation identified in the relevant Proposal, order form, subscription record or Account registration (“Customer”).
The person accepting this Agreement is a“User”. Where that person accepts on behalf of the Customer, all references tothe Customer include the accepting organisation. This Agreement takes effect on the date of first acceptance through the Tramm login or acceptance process(“Effective Date”).
If Opsi and the Customer have signed a separate proposal, order form, master services agreement, service schedule or other written agreement (“Commercial Agreement”), that Commercial Agreement and this Agreement operate together. The Commercial Agreement prevails for Customer-specific scope, pricing, quantities, discounts, implementation deliverables, service levels and other commercial variables. This Agreement prevails for software-use restrictions, intellectual property, data protection and the standard support terms below. A later written amendment signed by both parties prevails to the extent of the amendment.
1. Definitions
“Account” means the account created for the Customer through which authorised Users access Tramm.
“Affiliate” means in relation to a party, any entity that directly orindirectly Controls, is Controlled by, or is under common Control with that party.
“Business Day” means any day other than a Saturday, Sunday or public holiday in South Africa.
“Business Hours” means 08h00 to 17h00 South African Standard Time on Business Days.
“Confidential Information” means all non-public confidential orproprietary information disclosed by one party to the other in connection with Tramm or this Agreement.
“Control” means the direct or indirect ability to control or materially influence the management or policies of an entity, through ownership, voting rights, contract or otherwise.
“Customer Data” means all data submitted to or processed through Tramm by or on behalf of the Customer, including transaction,operational, master and reference data and any personal information contained in that data.
“Documentation” means Opsi’s then-current user guides, help materials, releasenotes and other written materials made available for authorised use of Tramm.
“Licence Term” means the period during which the Customer is entitled to access and use Tramm under the Commercial Agreement or subscription record.
“Licence Territory” means South Africa and any other territory expressly approved by Opsi in writing.
“Modules” means the Tramm modules enabled for the Customer under the Commercial Agreement or subscription record.
“Online Terms of Use” means operational terms presented within Tramm from time to time that do not materially amend this Agreement.
“POPIA” means the Protection of Personal Information Act 4 of 2013.
“Tramm or Software” means the Opsi proprietarysoftware-as-a-service platform and enabled Modules.
“User” means an individual authorised by the Customer to access Tramm.
2. Licence and access
2.1 Licence grant. Opsi grants the Customer a personal, non-exclusive, non-transferable licence for its authorised Users to access and use Tramm through the internet in the Licence Territory during the Licence Term, subject to this Agreement and the Commercial Agreement.
2.2 Customer environment. The Customer shall, at its own cost, provide and maintain the equipment, operating systems,connectivity and bandwidth required to access Tramm and keep them secure, current and in good working order.
2.3 Credentials. Each User shall keep login credentials confidential, use them only for authorised business purposes and promptly report suspected compromise or unauthorised access. The Customer remains responsible for its Users’ acts and omissions.
2.4 Suspension. Opsi may suspend anaffected User or Account where reasonably necessary to address a security risk, unlawful or prohibited activity, material breach or overdue undisputed charges, after notice where reasonably practicable.
3. Intellectual property and prohibited conduct
3.1 Ownership. All intellectual property and proprietary rights in Tramm, its source code, structure, functionality, graphics, updates, Documentation and derivative works remain vested in Opsi or its licensors. No ownership rights are transferred to the Customer or any User.
3.2 Restrictions. The Customer and Users shall not:
· reverse engineer, decompile, disassemble or attempt to discover Tramm source code or underlying structure;
· copy, adapt, modify, translate, distribute or create derivative works from Tramm except as expressly permitted by law;
· sell, sublicense, assign, transfer, rent, timeshare or make Tramm available to an unauthorised third party;
· circumvent security or access controls, introduce malicious material, or disrupt or damage Tramm;
· frame, mirror or integrate Tramm with other technology without Opsi’s prior written approval; or
· remove or alter proprietary notices, challenge Opsi’s ownership, or use Opsi marks without approval.
4. Customer Data and retention
4.1 Ownership. As between the parties, the Customer retains all right, title and interest in Customer Data. No ownership rights in Customer Data are transferred to Opsi.
4.2 Permitted processing. Opsi may access, host, copy, process and otherwise use Customer Data only to provide, configure, secure, support, maintain and administer Tramm; perform its obligations and exercise its rights under this Agreement and the Commercial Agreement; comply with the Customer’s lawful documented instructions; and comply with applicable law.
4.3 Standard retention. Unless the Commercial Agreement expressly provides otherwise, Opsi retains a rolling period of three months of Customer Data within Tramm, subject to applicable law and Opsi’s backup, archival and retention procedures. The Customer is responsible for retaining Customer Data and records required for periods exceeding three months, including for legal, regulatory, audit, historical and reporting purposes.
5. Data protection
5.1 Roles and compliance. Each party shall comply with POPIA when processing personal information under this Agreement. The Customer is the responsible party for personal information submitted to or processed through Tramm, and Opsi acts as operator to the extent that Opsi processes that information on the Customer’s behalf.
5.2 Customer responsibilities. The Customer shall ensure a lawful basis for processing, provide required notices, obtain consent where legally required, respect data-subject rights and provide only lawful documented instructions.
5.3 Opsi obligations. Opsi shall process personal information only to provide, secure, support and administer Tramm, comply with lawful documented instructions and meet applicable legal obligations. Authorised personnel shall be subject to appropriate confidentiality obligations.
5.4 Sub-processors and cross-border processing. Opsi may use third-party cloud, hosting, telecommunications and software providers, subject to appropriate data-protection and security obligations and POPIA’s applicable transfer requirements.
5.5 Security and incidents. Opsi shall maintain reasonable technical and organisational safeguards. On becoming aware of an actual unauthorised access, acquisition, loss, damage, destruction or unlawful processing of personal information processed for the Customer, Opsi shall notify the Customer without undue delay and provide reasonable assistance with containment, investigation and legally required notifications.
6. Software operation, updates and reports
6.1 Software changes. Opsi may update or change Tramm for operational, security, maintenance or functional purposes, provided that this does not materially reduce contracted functionality or amend signed commercial or legal terms.
6.2 Documentation. Opsi shall make applicable Documentation available for authorised use with Tramm.
6.3 Reports and dashboards. Tramm includes the reports, dashboards, KPIs and filters expressly identified in the Commercial Agreement or applicable product specification. Additional or changed reporting, integration, data-source or transformation requirements may require separate written scope and charges.
6.4 Availability. Opsi targets 99.5% availability for each production Customer instance, measured monthly, excluding scheduled or emergency maintenance; third-party cloud, hosting, telecommunications or infrastructure outages beyond Opsi’s reasonable control; Customer systems, connectivity, data, acts or omissions; unauthorised changes or misuse; and events beyond Opsi’s reasonable control.
7. Support
7.1 Standard support window. Unless the Commercial Agreement expressly provides otherwise, Standard Support Services are provided remotely during Business Hours only.
7.2 Included support. Standard Support Services include access to generally available updates, required patches and fixes, and remote support through Opsi’s support desk and ticketing process.
7.3 Customer process. The Customer shall designate at least one trained Super User. Users shall report issues through the Super User, who shall perform reasonable initial troubleshooting before logging a support ticket with Opsi and shall provide information and cooperation reasonably required to investigate the issue.
7.4 Severity and targets. The following target times apply during Business Hours only and are performance objectives,not warranties or guarantees:
Severity | Target initial response | Target resolution or workaround
Critical | 1 Business Hour | 2 Business Hours
High | 2 Business Hours | 8 Business Hours
Medium | 8 Business Hours | 16 Business Hours
Low | 16 Business Hours | No target
7.5 Excluded services. Training, first-level User support, routine operational enquiries, Customer-requested customisation or integration, support for third-party products or endpoints, and issues caused by Customer misuse, incorrect configuration, data, unauthorised changes or failure to follow Documentation are excluded and may be separately scoped and charged.
8. Charges and payment
8.1 The Customer shall pay the licence fees, usage-based charges and other amounts specified in the Commercial Agreement or subscription record. Charges are exclusive of VAT unless expressly stated otherwise.
8.2 Fixed recurring licence fees are invoiced at the intervals set out in the Commercial Agreement. Usage-based charges are calculated using the applicable quantities, rates and billing parameters. Invoices are payable within 30 days unless the Commercial Agreement states otherwise.
8.3 Charges may escalate as provided in the Commercial Agreement. If no escalation mechanism is specified, Opsi may adjust recurring charges on at least 30 days’ written notice, with the adjustment taking effect no more than once in any 12-month period.
9. Warranties and Customer responsibility
9.1 Opsi warrants that, during the Licence Term, Tramm will perform in all material respects in accordance with applicable Documentation and expressly contracted functionality, subject to authorised use.
9.2 The Customer remains responsible for reviewing and approving transport plans, routes, schedules, distances, costs, reports and other outputs before operational use and for determining whether outputs are appropriate for the Customer’s circumstances, business rules and legal obligations.
9.3 Opsi does not warrant uninterrupted or error-free operation, correction of every defect within a particular period, achievement of a particular operational, financial or commercial result, or the completeness or accuracy of Customer Data and instructions. Opsi is not responsible for failures caused by Customer systems, connectivity, data,unauthorised changes or third-party products outside Opsi’s reasonable control.
9.4 Except as expressly stated and to the extent permitted by law, Opsi excludes all implied warranties, representations and conditions.
10. Liability
10.1 Opsi’s total aggregate liability arising out of or connected with this Agreement shall not exceed the recurring licence fees and other recurring charges paid by the Customer during the 12 months immediately preceding the event giving rise to the claim, or, if the event occurs within the first 12 months, the recurring charges paid or payable for the first 12 months.
10.2 Opsi is not liable for indirect or consequential loss or damage, Customer or User acts or omissions, misinformation or fraud, or communications initiated by the Customer or a third party through Tramm.
10.3 These limitations apply to data-protection, privacy and security claims to the extent permitted by law.
11. Confidentiality
11.1 Each receiving party shall protect the other party’s Confidential Information, use it only to perform or exercise rights under this Agreement, and disclose it only to personnel, contractors, advisers, auditors and service providers with a need to know and appropriate confidentiality obligations.
11.2 Confidentiality obligations do not apply to information that is public without breach, lawfully known without restriction, independently developed, lawfully obtained from another source or approved for disclosure.
11.3 Legally compelled disclosure is permitted after notice where legally allowed and only to the extent required.
11.4 Confidentiality obligations continue for five years after termination. Trade secrets remain protected while they remain trade secrets.
12. Term and termination
12.1 This Agreement commences on the Effective Date and remains in effect while the Customer or any User has an active right to use Tramm under a Commercial Agreement or subscription record.
12.2 If a party commits a material breach, the other party may require remedy within 30 days. If the breach cannot reasonably be fully remedied within that period, remediation must commence within 30 days and be completed diligently within an agreed further period. No extension applies where continued breach creates material security, legal, regulatory or operational risk.
12.3 Either party may terminate for an unremedied material breach. Opsi may immediately suspend or terminate an affected User, Account, Module or service where this Agreement expressly permits immediate action or where reasonably necessary to address material security, legal or operational risk.
12.4 On termination, access rights cease and accrued payment obligations remain due. Fees paid in advance are non-refundable except where expressly stated in the Commercial Agreement or where the Customer terminates for Opsi’s unremedied material breach, in whichcase Opsi shall refund the unused pro rata portion of prepaid recurring fees for the period after termination.
13. Force majeure
Neither party is liable for delay or failure, other than payment already due, caused by an event beyond reasonable control that could not reasonably have been prevented or overcome. The affected party shall notify the other, mitigate the effect and resume performance as soon as reasonably practicable. If the event materially prevents a substantial service for more than 60 consecutive days, either party may terminate the affected service by written notice.
14. Notices, law and disputes
14.1 Notices must be sent to the physical or email address stated in the Commercial Agreement, Account record or notified in writing. A hand-delivered notice is deemed received on the next Business Day. An email is deemed received on the next Business Day unless a delivery-failure message is received.
14.2 This Agreement is governed by South African law. The parties shall first attempt in good faith to resolve a dispute through authorised representatives. Unresolved disputes may be referred to confidential arbitration seated in Sandton, Gauteng under the Arbitration Act 42 of 1965 and AFSA expedited commercial rules. Either party may seek urgent interim relief from the Gauteng Local Division of the High Court, Johannesburg.
15. Assignment and change of control
15.1 The Customer may not cede, assign,delegate, transfer or novate this Agreement or a material right or obligation without Opsi’s prior written consent, which Opsi may not unreasonably withholdor delay.
15.2 Opsi may, without the Customer’s consent, transfer this Agreement in whole or part to an Opsi Affiliate, a successor to Opsi or to the relevant business, assets, intellectual property or Software, or a person acquiring Opsi through merger, reorganisation, sale of shares, business or assets or a similar transaction, provided that the recipient assumes the transferred obligations and has, itself or through its group, the resources reasonably necessary to perform them.
15.3 A direct or indirect change in Opsi ownership or Control does not constitute an assignment or require Customer consent. Where Opsi transfers this Agreement to another legal entity, Opsi shall notify the Customer after the transfer becomes effective, subject to confidentiality, legal and regulatory restrictions.
16. General
16.1 Entire agreement. This Agreement, the Commercial Agreement and any signed schedules constitute the entire agreement concerning Tramm and replace prior representations concerning that subject matter. A prior confidentiality agreement continues for information disclosed before the Effective Date; this Agreement governs confidentiality thereafter.
16.2 Amendments. Except for operational Online Terms of Use that do not materially amend signed commercial or legal terms, an amendment, variation, novation or agreed cancellation is effective only if recorded in writing and signed by both parties.
16.3 Severability and waiver. An invalid provision shall be modified to the minimum extent necessary or severed, without affecting the remainder. A waiver is effective only if written and signed and does not establish a precedent.
16.4 Counterparts and electronic acceptance. This Agreement may be accepted electronically and may be reproduced and stored electronically. An electronic acceptance record maintained by Opsi is evidence of acceptance, subject to applicable law.
Generic online terms for first-login acceptance
Last updated: 26 August 2026
IMPORTANT: By selecting “I Accept”, creating oractivating an Account, or accessing or using Tramm after these terms aredisplayed, the Customer and the User agree to this End-User Licence Agreement. If a person accepts on behalf of an organisation, that person confirmsauthority to bind that organisation. If the person does not agree or lacksauthority, the person must not accept or use Tramm.
Parties and contract formation
This End-User Licence Agreement(“Agreement”) is between Opsi Africa (Pty) Ltd, registration number2019/174646, VAT number 4120286713, or Opsi Systems (Pty) Ltd, registration number 2008/005488/07, VAT number 4200165340, with its principal place of business at 21 Scott Street, Waverley, Johannesburg, South Africa, 2090(“Opsi”), and the organisation identified in the relevant Proposal, order form,subscription record or Account registration (“Customer”).
The person accepting this Agreement is a“User”. Where that person accepts on behalf of the Customer, all references tothe Customer include the accepting organisation. This Agreement takes effect on the date of first acceptance through the Tramm login or acceptance process(“Effective Date”).
If Opsi and the Customer have signed a separate proposal, order form, master services agreement, service schedule or other written agreement (“Commercial Agreement”), that Commercial Agreement and this Agreement operate together. The Commercial Agreement prevails for Customer-specific scope, pricing, quantities, discounts, implementation deliverables, service levels and other commercial variables. This Agreement prevails for software-use restrictions, intellectual property, data protection and the standard support terms below. A later written amendment signed by bothparties prevails to the extent of the amendment.
1. Definitions
“Account” means the account created for the Customer through which authorised Users access Tramm.
“Affiliate” means in relation to a party, any entity that directly orindirectly Controls, is Controlled by, or is under common Control with that party.
“Business Day” means any day other than a Saturday, Sunday or public holiday in South Africa.
“Business Hours” means 08h00 to 17h00 South African Standard Time on Business Days.
“Confidential Information” means all non-public confidential orproprietary information disclosed by one party to the other in connection with Tramm or this Agreement.
“Control” means the direct or indirect ability to control or materially influence the management or policies of an entity, through ownership, voting rights, contract or otherwise.
“Customer Data” means all data submitted to or processed through Tramm by or on behalf of the Customer, including transaction,operational, master and reference data and any personal information contained in that data.
“Documentation” means Opsi’s then-current user guides, help materials, releasenotes and other written materials made available for authorised use of Tramm.
“Licence Term” means the period during which the Customer is entitled to access and use Tramm under the Commercial Agreement or subscription record.
“Licence Territory” means South Africa and any other territory expressly approved by Opsi in writing.
“Modules” means the Tramm modules enabled for the Customer under the Commercial Agreement or subscription record.
“Online Terms of Use” means operational terms presented within Tramm from time to time that do not materially amend this Agreement.
“POPIA” means the Protection of Personal Information Act 4 of 2013.
“Tramm or Software” means the Opsi proprietarysoftware-as-a-service platform and enabled Modules.
“User” means an individual authorised by the Customer to access Tramm.
2. Licence and access
2.1 Licence grant. Opsi grants the Customer a personal, non-exclusive, non-transferable licence for its authorised Users to access and use Tramm through the internet in the Licence Territory during the Licence Term, subject to this Agreement and the Commercial Agreement.
2.2 Customer environment. The Customer shall, at its own cost, provide and maintain the equipment, operating systems,connectivity and bandwidth required to access Tramm and keep them secure, current and in good working order.
2.3 Credentials. Each User shall keep login credentials confidential, use them only for authorised business purposes and promptly report suspected compromise or unauthorised access. The Customer remains responsible for its Users’ acts and omissions.
2.4 Suspension. Opsi may suspend anaffected User or Account where reasonably necessary to address a security risk, unlawful or prohibited activity, material breach or overdue undisputed charges, after notice where reasonably practicable.
3. Intellectual property and prohibited conduct
3.1 Ownership. All intellectual property and proprietary rights in Tramm, its source code, structure, functionality, graphics, updates, Documentation and derivative works remain vested in Opsi or its licensors. No ownership rights are transferred to the Customer or any User.
3.2 Restrictions. The Customer and Users shall not:
· reverse engineer, decompile, disassemble or attempt to discover Tramm source code or underlying structure;
· copy, adapt, modify, translate, distribute or create derivative works from Tramm except as expressly permitted by law;
· sell, sublicense, assign, transfer, rent, timeshare or make Tramm available to an unauthorised third party;
· circumvent security or access controls, introduce malicious material, or disrupt or damage Tramm;
· frame, mirror or integrate Tramm with other technology without Opsi’s prior written approval; or
· remove or alter proprietary notices, challenge Opsi’s ownership, or use Opsi marks without approval.
4. Customer Data and retention
4.1 Ownership. As between the parties, the Customer retains all right, title and interest in Customer Data. No ownership rights in Customer Data are transferred to Opsi.
4.2 Permitted processing. Opsi may access, host, copy, process and otherwise use Customer Data only to provide, configure, secure, support, maintain and administer Tramm; perform its obligations and exercise its rights under this Agreement and the Commercial Agreement; comply with the Customer’s lawful documented instructions; and comply with applicable law.
4.3 Standard retention. Unless the Commercial Agreement expressly provides otherwise, Opsi retains a rolling period of three months of Customer Data within Tramm, subject to applicable law and Opsi’s backup, archival and retention procedures. The Customer is responsible for retaining Customer Data and records required for periods exceeding three months, including for legal, regulatory, audit, historical and reporting purposes.
5. Data protection
5.1 Roles and compliance. Each party shall comply with POPIA when processing personal information under this Agreement. The Customer is the responsible party for personal information submitted to or processed through Tramm, and Opsi acts as operator to the extent that Opsi processes that information on the Customer’s behalf.
5.2 Customer responsibilities. The Customer shall ensure a lawful basis for processing, provide required notices, obtain consent where legally required, respect data-subject rights and provide only lawful documented instructions.
5.3 Opsi obligations. Opsi shall process personal information only to provide, secure, support and administer Tramm, comply with lawful documented instructions and meet applicable legal obligations. Authorised personnel shall be subject to appropriate confidentiality obligations.
5.4 Sub-processors and cross-border processing. Opsi may use third-party cloud, hosting, telecommunications and software providers, subject to appropriate data-protection and security obligations and POPIA’s applicable transfer requirements.
5.5 Security and incidents. Opsi shall maintain reasonable technical and organisational safeguards. On becoming aware of an actual unauthorised access, acquisition, loss, damage, destruction or unlawful processing of personal information processed for the Customer, Opsi shall notify the Customer without undue delay and provide reasonable assistance with containment, investigation and legally required notifications.
6. Software operation, updates and reports
6.1 Software changes. Opsi may update or change Tramm for operational, security, maintenance or functional purposes, provided that this does not materially reduce contracted functionality or amend signed commercial or legal terms.
6.2 Documentation. Opsi shall make applicable Documentation available for authorised use with Tramm.
6.3 Reports and dashboards. Tramm includes the reports, dashboards, KPIs and filters expressly identified in the Commercial Agreement or applicable product specification. Additional or changed reporting, integration, data-source or transformation requirements may require separate written scope and charges.
6.4 Availability. Opsi targets 99.5% availability for each production Customer instance, measured monthly, excluding scheduled or emergency maintenance; third-party cloud, hosting, telecommunications or infrastructure outages beyond Opsi’s reasonable control; Customer systems, connectivity, data, acts or omissions; unauthorised changes or misuse; and events beyond Opsi’s reasonable control.
7. Support
7.1 Standard support window. Unless the Commercial Agreement expressly provides otherwise, Standard Support Services are provided remotely during Business Hours only.
7.2 Included support. Standard Support Services include access to generally available updates, required patches and fixes, and remote support through Opsi’s support desk and ticketing process.
7.3 Customer process. The Customer shall designate at least one trained Super User. Users shall report issues through the Super User, who shall perform reasonable initial troubleshooting before logging a support ticket with Opsi and shall provide information and cooperation reasonably required to investigate the issue.
7.4 Severity and targets. The following target times apply during Business Hours only and are performance objectives,not warranties or guarantees:
Severity | Target initial response | Target resolution or workaround
Critical | 1 Business Hour | 2 Business Hours
High | 2 Business Hours | 8 Business Hours
Medium | 8 Business Hours | 16 Business Hours
Low | 16 Business Hours | No target
7.5 Excluded services. Training, first-level User support, routine operational enquiries, Customer-requested customisation or integration, support for third-party products or endpoints, and issues caused by Customer misuse, incorrect configuration, data, unauthorised changes or failure to follow Documentation are excluded and may be separately scoped and charged.
8. Charges and payment
8.1 The Customer shall pay the licence fees, usage-based charges and other amounts specified in the Commercial Agreement or subscription record. Charges are exclusive of VAT unless expressly stated otherwise.
8.2 Fixed recurring licence fees are invoiced at the intervals set out in the Commercial Agreement. Usage-based charges are calculated using the applicable quantities, rates and billing parameters. Invoices are payable within 30 days unless the Commercial Agreement states otherwise.
8.3 Charges may escalate as provided in the Commercial Agreement. If no escalation mechanism is specified, Opsi may adjust recurring charges on at least 30 days’ written notice, with the adjustment taking effect no more than once in any 12-month period.
9. Warranties and Customer responsibility
9.1 Opsi warrants that, during the Licence Term, Tramm will perform in all material respects in accordance with applicable Documentation and expressly contracted functionality, subject to authorised use.
9.2 The Customer remains responsible for reviewing and approving transport plans, routes, schedules, distances, costs, reports and other outputs before operational use and for determining whether outputs are appropriate for the Customer’s circumstances, business rules and legal obligations.
9.3 Opsi does not warrant uninterrupted or error-free operation, correction of every defect within a particular period, achievement of a particular operational, financial or commercial result, or the completeness or accuracy of Customer Data and instructions. Opsi is not responsible for failures caused by Customer systems, connectivity, data,unauthorised changes or third-party products outside Opsi’s reasonable control.
9.4 Except as expressly stated and to the extent permitted by law, Opsi excludes all implied warranties, representations and conditions.
10. Liability
10.1 Opsi’s total aggregate liability arising out of or connected with this Agreement shall not exceed the recurring licence fees and other recurring charges paid by the Customer during the 12 months immediately preceding the event giving rise to the claim, or, if the event occurs within the first 12 months, the recurring charges paid or payable for the first 12 months.
10.2 Opsi is not liable for indirect or consequential loss or damage, Customer or User acts or omissions, misinformation or fraud, or communications initiated by the Customer or a third party through Tramm.
10.3 These limitations apply to data-protection, privacy and security claims to the extent permitted by law.
11. Confidentiality
11.1 Each receiving party shall protect the other party’s Confidential Information, use it only to perform or exercise rights under this Agreement, and disclose it only to personnel, contractors, advisers, auditors and service providers with a need to know and appropriate confidentiality obligations.
11.2 Confidentiality obligations do not apply to information that is public without breach, lawfully known without restriction, independently developed, lawfully obtained from another source or approved for disclosure.
11.3 Legally compelled disclosure is permitted after notice where legally allowed and only to the extent required.
11.4 Confidentiality obligations continue for five years after termination. Trade secrets remain protected while they remain trade secrets.
12. Term and termination
12.1 This Agreement commences on the Effective Date and remains in effect while the Customer or any User has an active right to use Tramm under a Commercial Agreement or subscription record.
12.2 If a party commits a material breach, the other party may require remedy within 30 days. If the breach cannot reasonably be fully remedied within that period, remediation must commence within 30 days and be completed diligently within an agreed further period. No extension applies where continued breach creates material security, legal, regulatory or operational risk.
12.3 Either party may terminate for an unremedied material breach. Opsi may immediately suspend or terminate an affected User, Account, Module or service where this Agreement expressly permits immediate action or where reasonably necessary to address material security, legal or operational risk.
12.4 On termination, access rights cease and accrued payment obligations remain due. Fees paid in advance are non-refundable except where expressly stated in the Commercial Agreement or where the Customer terminates for Opsi’s unremedied material breach, in whichcase Opsi shall refund the unused pro rata portion of prepaid recurring fees for the period after termination.
13. Force majeure
Neither party is liable for delay or failure, other than payment already due, caused by an event beyond reasonable control that could not reasonably have been prevented or overcome. The affected party shall notify the other, mitigate the effect and resume performance as soon as reasonably practicable. If the event materially prevents a substantial service for more than 60 consecutive days, either party may terminate the affected service by written notice.
14. Notices, law and disputes
14.1 Notices must be sent to the physical or email address stated in the Commercial Agreement, Account record or notified in writing. A hand-delivered notice is deemed received on the next Business Day. An email is deemed received on the next Business Day unless a delivery-failure message is received.
14.2 This Agreement is governed by South African law. The parties shall first attempt in good faith to resolve a dispute through authorised representatives. Unresolved disputes may be referred to confidential arbitration seated in Sandton, Gauteng under the Arbitration Act 42 of 1965 and AFSA expedited commercial rules. Either party may seek urgent interim relief from the Gauteng Local Division of the High Court, Johannesburg.
15. Assignment and change of control
15.1 The Customer may not cede, assign,delegate, transfer or novate this Agreement or a material right or obligation without Opsi’s prior written consent, which Opsi may not unreasonably withholdor delay.
15.2 Opsi may, without the Customer’s consent, transfer this Agreement in whole or part to an Opsi Affiliate, a successor to Opsi or to the relevant business, assets, intellectual property or Software, or a person acquiring Opsi through merger, reorganisation, sale of shares, business or assets or a similar transaction, provided that the recipient assumes the transferred obligations and has, itself or through its group, the resources reasonably necessary to perform them.
15.3 A direct or indirect change in Opsi ownership or Control does not constitute an assignment or require Customer consent. Where Opsi transfers this Agreement to another legal entity, Opsi shall notify the Customer after the transfer becomes effective, subject to confidentiality, legal and regulatory restrictions.
16. General
16.1 Entire agreement. This Agreement, the Commercial Agreement and any signed schedules constitute the entire agreement concerning Tramm and replace prior representations concerning that subject matter. A prior confidentiality agreement continues for information disclosed before the Effective Date; this Agreement governs confidentiality thereafter.
16.2 Amendments. Except for operational Online Terms of Use that do not materially amend signed commercial or legal terms, an amendment, variation, novation or agreed cancellation is effective only if recorded in writing and signed by both parties.
16.3 Severability and waiver. An invalid provision shall be modified to the minimum extent necessary or severed, without affecting the remainder. A waiver is effective only if written and signed and does not establish a precedent.
16.4 Counterparts and electronic acceptance. This Agreement may be accepted electronically and may be reproduced and stored electronically. An electronic acceptance record maintained by Opsi is evidence of acceptance, subject to applicable law.