Vigia subscription agreement (terms of service for customers)

AI draft for legal review. This is a first draft prepared with AI assistance for 365solutions. It is not legal advice. It must not be published, accepted online or signed until a qualified South African attorney has reviewed it in full. Points the lawyer must confirm are marked [Lawyer: …] in the text and listed in section 25. Facts about 365solutions in square brackets are placeholders.

Version 0.1 (draft) · 9 November 2026 · replaces: none

Important clauses — please read these first

Some clauses in this agreement limit our responsibility, place risks on you, or require you to protect us. South African law (Consumer Protection Act 68 of 2008, section 49, where it applies) requires us to draw them to your attention in plain language. They are:

• Clause 11 — Vigia supports your guarding, control-room and emergency work, but does not replace it. Panic alerts, notifications and location depend on mobile networks, devices and third parties that we do not control.
• Clause 15 — our warranties are limited, and we exclude warranties not written in this agreement.
• Clause 16 — our total liability is capped, and we are not liable for indirect or consequential loss.
• Clause 17 — you indemnify us in certain cases (for example, unlawful data you load or how you use the service).
• Clause 9 — we may suspend office features if fees are unpaid, but the safety path keeps working.

By ticking "I accept" at go-live, or by signing an order form, you confirm that you have read and understood these clauses.

1. Who this agreement is between

1.1 This agreement is between:

• 365 Solutions (Pty) Ltd, registration number 2013/022266/07, VAT number 4840277695, of 12 Etienne Street, Malanshof, Randburg, 2194 ("365solutions", "we", "us", "our"); and
• the security company named in the Order or in the go-live acceptance ("Customer", "you", "your").

1.2 The person accepting this agreement for the Customer confirms that they are authorised to bind the Customer.

1.3 365solutions, a South African company, is the contracting party for every Vigia customer, whatever the customer's country, and this agreement is governed by South African law (clause 23). Our company website is 365solutions.io; the Service is at vigia.africa. [Lawyer: confirm how resellers and distributors (who bill the customer and give first-line support) fit this — whether the customer still contracts with 365solutions for the Service and the DPA, with the partner only for its own services.]

2. Definitions

In this agreement:

Headings are for convenience only. "Including" means "including without limitation". A reference to a law includes that law as amended or replaced.

3. What we provide

3.1 We give you, for the term of your Subscription, a non-exclusive, non-transferable right to use the Service, and to let your Authorised Users use it, for your own security business in the countries named in your Order.

3.2 Your Plan and Add-ons decide which features are switched on in your Tenant. Features we describe as planned or later releases are not part of your Subscription until we release them.

3.3 The Safety Path is in every Plan and is never charged as an extra. No trial limit, usage limit, overage or suspension switches it off while your Tenant is open.

3.4 We may improve and change the Service. We will not make a change that materially reduces the core functions of your Plan during a paid term without giving you at least [30] days' notice and the right to end your Subscription without penalty.

3.5 We provide support as set out in the Service Level Statement for your Plan.

3.6 Country packs. Each Tenant has a home country. Where we have published a country pack for that country, Vigia comes configured with that country's currency, tax, regulator, labour and holiday settings. These settings are a convenience based on our research. You remain responsible for checking that they are correct for your business (clause 11.4).

4. Trials

4.1 A trial lasts 30 days from provisioning (we may extend it). During a trial: up to 10 sites, 1,000 SMS, released Add-ons free, guards unlimited. Client invitations and Client messages are held until go-live.

4.2 A trial is provided "as is", without the service levels in the Service Level Statement and without Fees.

4.3 If a trial ends without go-live, your Tenant becomes read-only for 30 days so that you can export your data, and is then closed (clause 10).

4.4 [Lawyer: confirm that trial terms accepted at first sign-in are a separate short click-through, and whether this agreement or the DPA must already apply during a trial because real personal information may be loaded.]

5. Your responsibilities

5.1 You must:

(a) keep your security service provider registration (in South Africa, with PSIRA) and every licence your business needs valid, and tell us if it is suspended or withdrawn;

(b) use the Service only in line with this agreement, the Acceptable Use Policy, the Documentation and the law;

(c) make sure your Authorised Users keep their credentials, PINs and devices secure, and that office and command-centre users use multi-factor authentication;

(d) manage the phones you enrol for the field app (we recommend and support mobile device management), and tell us or revoke access at once if a device is lost or stolen;

(e) give your staff and Clients the notices the law requires (a template staff notice is in document 10), and obtain any consent the law requires — including for face matching at clock-in;

(f) have a lawful basis for all Customer Data, including special personal information (biometric data, information on criminal behaviour) and information about children;

(g) keep your own control-room procedures, escalation numbers and fallbacks (clause 11).

5.2 You are responsible for everything done under your account by your Authorised Users, except where caused by our breach.

6. Fees, VAT and payment

6.1 Prices. Fees are worked out from the Price List in force when your Subscription starts or renews. Every price is set in US dollars. Prices are per Active Guard per month for the Plans and per-guard Add-ons, and per site, account, household, vehicle, firearm, camera, safe, user or company for other Add-ons, as the Price List says. Graduated volume tiers apply as published.

6.2 Billing currency and rate. You are billed in your country pack's currency (for example rand in South Africa) at the published rate from US dollars, rounded to the published step, or in US dollars if you choose. The rate is fixed on your Subscription when it starts and at each renewal. For monthly Subscriptions we may re-rate once a quarter if the published rate has moved by more than 5%, with 30 days' notice. Your billing currency does not change during a term.

6.3 VAT and taxes. All prices exclude VAT and other taxes. We add VAT at the applicable rate (in South Africa, currently 15%). If the law of your country requires you to withhold tax from a payment to us, [Lawyer: choose — you gross up the payment so that we receive the full amount / the withholding is credited against the invoice when you give us the tax certificate].

6.4 When we bill. Flat monthly fees are billed in advance. Per-guard, per-unit and Usage fees are billed monthly in arrears from Vigia's meters. Minimum monthly fees in the Price List apply.

6.5 Changes in the month. An upgrade or added Add-on takes effect immediately and is charged pro rata by day; we show you the amount before you confirm. A downgrade or removal takes effect at the end of the current period (annual terms: at renewal).

6.6 Usage. Usage is charged at our provider cost plus 20%, converted at your rate. We warn your administrators at 80% and 100% of any allowance. Usage limits never stop the Safety Path or field work.

6.7 Payment. Invoices are payable within [14] days of the invoice date by EFT to the account on the invoice, quoting the reference, or by another method we offer. [Lawyer: confirm payment term and whether interest on late payment is charged — for example at the prime rate plus [2]%, or the rate allowed by the National Credit Act where it applies.]

6.8 Disputed invoices. Tell us in writing within [14] days of the invoice date, with reasons. Pay the undisputed part on time. We will work with you in good faith to resolve the dispute; clause 9 does not apply to the amount genuinely in dispute.

6.9 Price changes. We may change the Price List by publishing a new version with at least 30 days' notice. Your Subscription keeps its price version until its next renewal. For monthly Subscriptions, the new price applies from the first renewal after the notice period ends, and you may cancel before then.

6.10 Discounts. Annual prepayment, two-year terms, design-partner, non-profit and partner discounts apply only as set out in your Order.

7. Term and renewal

7.1 Monthly by default. Your Subscription starts on the go-live date in the Order and runs month to month. It renews automatically each month until you or we end it under clause 8 or 10.

7.2 Optional longer terms. If your Order says so, you may choose an annual or two-year term at a discount. A longer term is never required. The fixed-term discount, committed quantities and renewal terms are as set out in the Order. For a two-year term, increases at renewal are capped at the lower of the currency's consumer price inflation and 8%.

7.3 Consumer Protection Act. If the Consumer Protection Act applies to you (for example because your asset value or annual turnover is below the threshold set under that Act), you may end a fixed-term agreement on 20 business days' notice under section 14, and we may charge only the reasonable cancellation penalty that section allows. Nothing in this agreement limits rights you have under that Act. [Lawyer: confirm the current threshold and wording.]

8. Ending your Subscription for convenience

8.1 You may cancel a monthly Subscription at any time in the back office or by notice to us. It ends at the end of the current month. There is no cancellation fee.

8.2 An annual or two-year term ends at the end of the term unless you renew it. Early cancellation is governed by the Order (and clause 7.3).

8.3 We may end a monthly Subscription on at least [90] days' written notice. [Lawyer: confirm the notice period for our convenience termination.]

9. Suspension

9.1 Unpaid fees. If an undisputed invoice is unpaid, we send reminders. If it is still unpaid 14 days after the due date, we may suspend your Tenant. During suspension:

(a) office features become read-only and Add-ons are switched off;

(b) the Safety Path keeps working, so guards can still clock in, report incidents and raise panic, and the command centre can still receive and dispatch them;

(c) you can still view and export your data.

9.2 Other grounds. We may also suspend all or part of the Service, with as much notice as is reasonable in the circumstances, if:

(a) your use threatens the security, integrity or availability of the Service or other customers' data;

(b) you materially breach the Acceptable Use Policy;

(c) your security registration or licence is withdrawn or suspended; or

(d) a court, regulator or law requires it.

We will limit any suspension to what is needed, keep the Safety Path running wherever we safely can, and restore the Service once the reason has been addressed.

9.3 Suspension does not end the agreement. Fees continue to accrue during suspension for non-payment.

10. Ending the agreement for cause, closure and your data

10.1 Either party may end this agreement by written notice if the other:

(a) commits a material breach and does not remedy it within [30] days after written notice (for non-payment, the period in clause 9 applies); or

(b) is placed in liquidation, business rescue or under sequestration, or makes a compromise with its creditors, to the extent the law allows termination in that case.

10.2 Closure for non-payment. If fees remain unpaid 60 days after the due date, we may close your Tenant.

10.3 When a Tenant closes (for any reason):

(a) your right to use the Service ends, including the Safety Path — you must have your own alternative arrangements in place before closure (clause 11);

(b) we prepare a full export of your Customer Data in commonly used, machine-readable formats (for example CSV and JSON for records, original files for media) and offer it to your administrator. Data export is free, during the term and for 90 days after closure;

(c) after those 90 days we delete your Customer Data, including by destroying your Tenant's encryption keys, and keep a purge report. Data held in backups is deleted as the backups expire on their normal cycle, as set out in the DPA;

(d) we may keep Customer Data only where the law requires us to, or where it is under a legal hold you placed or a court ordered, and only for that purpose.

10.4 Clauses that by their nature should survive (fees owed, confidentiality, liability, indemnities, data return and deletion, disputes) survive the end of this agreement.

11. What Vigia does not do — your safety obligations

11.1 Vigia supports your security operations. It does not perform them. You remain solely responsible for providing your security services, for guarding, monitoring and response, for staffing your control room, for your contracts with your Clients, and for complying with the laws and regulations that apply to your business (in South Africa, including the Private Security Industry Regulation Act 56 of 2001, its Code of Conduct, and the Firearms Control Act 60 of 2000).

11.2 Networks and devices. Panic alerts, duress signals, notifications, location, presence checks and dispatch depend on mobile networks, data and SMS coverage, device batteries and settings, operating-system behaviour, GPS accuracy, and third-party providers (such as SMS gateways, push services and maps). These can fail, be delayed or be inaccurate, and are outside our control. The field app is designed to keep working offline and to send what it captured when it reconnects, but a message can still arrive late or not at all.

11.3 You must therefore:

(a) keep independent ways for guards and Clients to call for help (for example voice calls and radio) and tell them to use these if the app does not confirm that a panic was received;

(b) keep your command centre staffed and follow your own escalation procedures;

(c) not represent to your Clients or staff that Vigia guarantees an emergency response;

(d) make sure your Clients and their end users know that emergencies must also be reported to the police or emergency services where appropriate.

11.4 Configuration and compliance outputs. Country-pack settings, business rules, wage, overtime and tax calculations, regulator reports and inspection packs are tools to help you comply. They are not legal, tax or labour advice. You must check them and you remain responsible for the results you rely on.

11.5 Location, presence checks and face matching produce indicators, not proof. A mock-location flag, a missed presence check or a face-match result may be wrong. Do not take disciplinary or other action against a person solely on such an indicator without a fair process.

12. Acceptable use

12.1 You and your Authorised Users must comply with the Acceptable Use Policy. It forms part of this agreement.

13. Intellectual property

13.1 Ours. We (or our licensors) own the Service, the software, the Documentation, the design, and all improvements, including improvements made from your feedback. Nothing in this agreement transfers ownership of them to you.

13.2 Yours. You own your Customer Data. You give us a non-exclusive licence to host, copy, process and display Customer Data only to provide, secure and support the Service, as the DPA allows.

13.3 Service data. We may create aggregated, de-identified statistics about how the Service is used (for example volumes, performance and feature use) that do not identify you, your Clients or any person, and use them to run and improve the Service and for benchmarking. [Lawyer: confirm that de-identified data meets POPIA's definition of de-identification (section 1) and whether benchmarks across tenants need express opt-in.]

13.4 Your branding. You license us to show your name, logo and colours in your Tenant and apps. We will not use your name in our marketing without your written consent.

13.5 Restrictions. You may not copy, modify, reverse-engineer (except where the law allows it despite this restriction), resell, sublicense or create a competing product from the Service, except where your Order expressly allows resale (for example, the Residential protection app you resell to households).

14. Confidentiality

14.1 Each party must keep the other's Confidential Information confidential, use it only for this agreement, and disclose it only to its staff, advisers and subcontractors who need to know and are bound by similar duties.

14.2 "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would see as confidential, including Customer Data, pricing in an Order, security information and the non-public parts of the Service. It does not include information that is or becomes public without breach, was already lawfully known, is independently developed, or is lawfully received from a third party without a duty of confidence.

14.3 A party may disclose Confidential Information if the law, a court or a regulator requires it, after giving the other party notice where lawful so that it can seek protection.

14.4 Customer Data is also protected by the DPA. If the DPA and this clause conflict on personal information, the DPA wins.

15. Warranties and disclaimers

15.1 Our promises. We warrant that:

(a) we will provide the Service with reasonable skill and care, substantially as described in the Documentation;

(b) we will maintain the security measures in the DPA and will not materially reduce them during your Subscription;

(c) we will comply with the laws that apply to us as a provider of the Service.

15.2 Your remedy. If the Service does not meet clause 15.1(a), tell us. We will use reasonable efforts to correct it. If we cannot do so within a reasonable time, you may end the affected Subscription and receive a pro rata refund of prepaid Fees for the period after termination. Service credits under the Service Level Statement also apply.

15.3 Disclaimer. Except as written in this agreement, and to the extent the law allows, the Service is provided without any other warranty, express or implied, including warranties that it will be uninterrupted or error-free, fit for a particular purpose, or that it will prevent any crime, loss or injury.

16. Limits on liability

16.1 What is not limited. Nothing in this agreement limits liability for: fraud or wilful misconduct; gross negligence [Lawyer: confirm whether to exclude gross negligence from the cap; South African law generally does not allow exclusion of liability for fraud and is cautious with gross negligence]; death or personal injury caused by negligence, to the extent the law prohibits limiting it; your duty to pay Fees; or anything the Consumer Protection Act does not allow us to limit, where it applies.

16.2 No indirect loss. Neither party is liable for indirect, special or consequential loss, or for loss of profit, revenue, contracts, goodwill or anticipated savings, however caused, even if it was foreseeable.

16.3 Cap. Each party's total liability arising from or in connection with this agreement in any 12-month period is limited to the Fees paid and payable by you in the [12] months before the event giving rise to the claim, or [amount, e.g. R / US$ —] if greater. [Lawyer: confirm the cap and whether a higher, separate cap applies to data protection breaches and to confidentiality.]

16.4 Data protection cap. For breach of the DPA or clause 14 involving personal information, the cap is [e.g. two times] the amount in clause 16.3. [Lawyer: confirm.]

16.5 Safety outcomes. Because of clause 11, we are not liable for loss caused by a failure or delay of a panic alert, notification, location or dispatch that results from networks, devices, third-party providers, your configuration or your procedures, except to the extent the loss was caused by our breach of this agreement. [Lawyer: confirm this clause is enforceable and fair, including under section 48–51 of the Consumer Protection Act where it applies.]

16.6 Mitigation. Each party must take reasonable steps to limit its loss.

17. Indemnities

17.1 By us. We will defend you against a third-party claim that your use of the Service in line with this agreement infringes that third party's intellectual property, and pay amounts finally awarded or agreed in settlement. If such a claim is made or likely, we may change the Service so that it does not infringe, obtain a licence, or end the affected Subscription with a pro rata refund. This does not apply to claims caused by Customer Data, your modifications or combinations, or use contrary to this agreement.

17.2 By you. You will defend us against a third-party claim (including by your staff, Clients or a regulator) arising from: Customer Data you had no right to load or process; your breach of the Acceptable Use Policy or the law; your security services; or your instructions to us under the DPA that were unlawful, and pay amounts finally awarded or agreed in settlement.

17.3 Process. The party claiming must tell the other promptly, let it control the defence and settlement (no settlement may admit fault of the claiming party without its consent), and give reasonable help at the other's cost.

17.4 The indemnities in this clause are subject to clause 16. [Lawyer: confirm whether the IP indemnity should sit outside the cap.]

18. Data protection

18.1 For Customer Data that is personal information, you are the responsible party (controller) and we are your operator (processor). The Data Processing Agreement applies and forms part of this agreement.

18.2 For the contact, account and billing information of your administrators and billing contacts, and for our own website and marketing, we act as a responsible party under our Privacy Statement.

19. Support access

19.1 Our staff cannot see inside your Tenant without an approved support session. A support session is requested by us, approved (or refused) by your administrator, limited in scope and time (by default 4 hours, read-only, settings and setup), shown with a banner and recorded in your audit trail. You can end it at any time. Wider scopes (operations or personal data) must be approved separately and state their purpose.

19.2 We may access Customer Data without a support session only where needed to keep the Service secure and running (for example to investigate an incident affecting the platform), or where the law requires it, and we will record and, where lawful, tell you about such access.

20. Subcontractors and third-party services

20.1 We may use subcontractors and sub-processors to provide the Service, on the terms in the DPA. We remain responsible for them.

20.2 Some Add-ons connect to services you contract directly (for example your WhatsApp business number, mobile device management, payment gateways, fiscal devices, alarm receivers, telematics, accounting or payroll software). Those services are governed by your contract with their provider; we are not responsible for them.

21. Changes to this agreement

21.1 We may update this agreement by publishing a new version and giving you at least 30 days' notice by email and in the back office. The new version applies from the start of your next renewal after that notice. If you do not agree, you may cancel before it applies. Changes required by law may apply sooner.

21.2 An Enterprise Order signed by both parties can only be changed in writing signed by both parties.

22. Disputes

22.1 Talk first. A party with a dispute must give written notice. Senior representatives must meet (in person or online) within [10] business days to try to settle it.

22.2 Mediation. If not settled within [20] business days of the notice, either party may refer it to mediation under the rules of [the Arbitration Foundation of Southern Africa (AFSA) — confirm].

22.3 Arbitration or court. [Lawyer: choose — (a) final arbitration under the AFSA commercial rules, seated in [Johannesburg], in English, by one arbitrator; or (b) the courts as in clause 23.2.] Nothing prevents a party from seeking urgent interim relief from a court.

22.4 If the Consumer Protection Act applies to you, you keep your right to approach the National Consumer Commission, a consumer court or an ombud.

23. Governing law

23.1 This agreement is governed by the law of the Republic of South Africa.

23.2 Subject to clause 22, the parties submit to the jurisdiction of the [High Court of South Africa, Gauteng Division, Johannesburg — confirm]. [Lawyer: consider consent to magistrates' court jurisdiction under section 45 of the Magistrates' Courts Act for smaller claims.]

23.3 Customers outside South Africa. Where your Tenant's home country is not South Africa, South African law still governs this agreement and 365solutions is still the contracting party. Mandatory laws of your country (for example on data protection, tax or consumer protection) still apply to you, and the DPA's country annex describes how we support them. [Lawyer: confirm enforceability of a South African choice of law and forum in each launch country, especially Zimbabwe, and whether arbitration is preferable for cross-border customers.]

24. General

24.1 Notices. Notices to us go to legal@vigia.africa and 12 Etienne Street, Malanshof, Randburg, 2194 (domicilium citandi et executandi). Notices to you go to the administrator and billing contacts in your Tenant. Email notices are received when they enter the recipient's mailbox, as section 23 of the Electronic Communications and Transactions Act 25 of 2002 provides.

24.2 Electronic acceptance. Acceptance by ticking "I accept" in the back office is a valid signature for this agreement. We record the name, account, role, time, agreement and DPA versions and a keyed hash of the IP address.

24.3 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control (including load shedding, network outages, natural disasters, unrest, or acts of government), other than payment obligations, provided it takes reasonable steps to limit the effect. The Safety Path design (offline capture, SMS fallback) continues to operate as far as the circumstances allow.

24.4 Assignment. You may not cede or assign this agreement without our written consent (not unreasonably withheld). We may assign it to an affiliate or a successor of our business on notice to you.

24.5 Whole agreement. This agreement, the Order, the DPA, the Acceptable Use Policy and the Service Level Statement are the whole agreement. If they conflict, this order applies: the DPA (on personal information), the Order, this agreement, the Service Level Statement, the Acceptable Use Policy.

24.6 No waiver, severability. A delay in enforcing a right is not a waiver. If a clause is unenforceable, the rest of the agreement stays in force.

24.7 Independent contractors. Nothing creates a partnership, agency or employment relationship.

24.8 Anti-bribery and sanctions. Each party will comply with anti-corruption laws (in South Africa, the Prevention and Combating of Corrupt Activities Act 12 of 2004) and applicable sanctions laws.

25. Points for legal review

1. The owner has decided that a South African 365solutions company contracts with every customer under South African law (clause 1.3). Confirm the exact entity, and how reseller and distributor arrangements fit alongside it.
2. Consumer Protection Act: whether it applies to smaller security companies (juristic-person threshold), and whether the section 49 notice above is enough; section 14 treatment of two-year terms.
3. Payment term, interest on late payment, and withholding-tax treatment for customers outside South Africa (clauses 6.3, 6.7).
4. Liability cap amount, the data-protection super-cap, treatment of gross negligence, and whether the IP indemnity sits outside the cap (clauses 16–17).
5. Enforceability of clause 16.5 (safety outcomes) and clause 11 against the customer and, indirectly, against its clients and staff.
6. Whether Vigia (in particular Control room pro, remote video guarding and the response network) could itself be "rendering a security service" under the PSIRA Act and need registration.
7. Trial terms: whether this agreement and the DPA must apply from the first day of a trial (clause 4.4).
8. Our termination-for-convenience notice period (clause 8.3).
9. De-identified service data and cross-tenant benchmarks (clause 13.3).
10. Dispute route (AFSA arbitration or courts), seat and court (clauses 22–23); governing law and enforcement for customers outside South Africa, especially Zimbabwe.
11. Backup deletion wording in clause 10.3(c) against what the DPA and the technical retention allow.
12. Cybercrimes Act 19 of 2020: any reporting duties that might apply to us, and how clause 9.2 interacts with law-enforcement requests.