SKEDX ONLINE TERMS AND CONDITIONS OF USE

Last updated: 15 November 2026 · Effective: 16 November 2026

1 INTRODUCTION

1.1 SkedX is a cloud-based staff-scheduling application. It lets businesses of all sizes plan branches, departments, job roles, employees and shifts, so that the right people are in the right place at the right time.

2 DEFINITIONS

2.1 "Agreement" means:

2.1.1 these Online Terms and Conditions of Use ("Terms");

2.1.2 the SkedX Privacy and Data Protection Agreement ("Privacy and Data Protection Agreement"); and

2.1.3 Service Provider's pricing published on the Website, and any written quotation or pricing confirmation issued by Service Provider and accepted by the Customer; and

2.1.4 for a Business Partner, its Business Partner Agreement.

2.2 If the documents comprising the Agreement conflict, they take precedence in the order listed in clauses 2.1.1 to 2.1.3. However, the Privacy and Data Protection Agreement takes precedence on matters concerning Personal Information. A Business Partner Agreement takes precedence over these Terms on the commercial terms between Service Provider and that Business Partner.

2.3 "Account" means a Customer's or Individual User's registered profile on the SkedX Application.

2.4 "Branch" means a location of the Customer set up in the SkedX Application.

2.5 "Business Day" means any day other than a Saturday, Sunday or public holiday in the Republic of South Africa.

2.6 "Business Hours" means 08:00 to 17:00 (South African Standard Time) on a Business Day.

2.7 "Business Partner" means a reseller, agent, consultant, payroll or HR service provider, or other entity that Service Provider has authorised in writing to market, resell or sub-license the Services to its own clients.

2.8 "Business Partner Agreement" means the separate written agreement between Service Provider and a Business Partner, setting out the Business Partner's pricing, discounts or commission, territory, minimum term and any other commercial terms.

2.9 "Customer" means the company, close corporation, partnership, sole proprietor or other entity that registers a company Account to use the Services for its own business, and on whose behalf these Terms are accepted.

2.10 "Customer Data" means all information, including Personal Information, that the Customer or its Users enter into or create in the SkedX Application.

2.11 "Employee" means a person whom the Customer adds to the SkedX Application to plan his or her work, whether employed or contracted by the Customer.

2.12 "End User" means a client of a Business Partner that uses the Services through that Business Partner, together with that client's own Users.

2.13 "Enhancements or Upgrades" means any change to the SkedX Application that improves or adds to its capabilities.

2.14 "Fees" means the amounts payable for the Services in terms of clause 11.

2.15 "Individual User" means a natural person who registers an individual Account to use the Services for his or her own purposes.

2.16 "Members" means registered Users of the Services, and "Visitors" means unregistered visitors to the Website or the SkedX Application. These Terms apply to both.

2.17 "Personal Information" has the meaning given to it in POPI.

2.18 "POPI" means the Protection of Personal Information Act 4 of 2013, as amended, and its regulations.

2.19 "Service Provider" means Skedx (Pty) Ltd, registration number 2026/808957/07, trading as SkedX, of 52 Shield Drive, Wapadrand Extension 11, Pretoria, 0050.

2.20 "Services" means the SkedX Application, the Website, the related email notifications, and support and any other services provided by Service Provider in terms of the Agreement.

2.21 "SkedX Application" means the staff-scheduling software marketed by Service Provider as SkedX, including all Enhancements or Upgrades made during the term of the Agreement, available at the URL.

2.22 "Super User" means a User whom the Customer has given full administrative rights over its Account.

2.23 "URL" means https://app.skedx.co.za, or any other address that Service Provider designates for the SkedX Application.

2.24 "User" means the Customer, its Super Users, Employees and any other person whom the Customer allows to log in, Individual Users, Business Partners and their personnel, and End Users.

2.25 "Website" means https://skedx.co.za.

3 ROLE CLARIFICATION

3.1 A Customer that is not a Business Partner uses the Services only for its own internal business purposes. It may not resell, sub-license, lease, time-share or otherwise make the Services available to any third party.

3.2 An Individual User uses the Services only for his or her own purposes.

3.3 A Business Partner may market, resell or sub-license the Services to End Users only with Service Provider's written authorisation, in terms of its Business Partner Agreement. It may not appoint sub-resellers without Service Provider's prior written consent.

3.4 Unless these Terms say otherwise, every reference to the Customer also applies to a Business Partner, which is responsible for its End Users as if they were its own Users.

3.5 The Business Partner shall ensure that each End User accepts these Terms and the Privacy and Data Protection Agreement, or terms that protect Service Provider no less, before the End User uses the Services. The Business Partner shall give Service Provider proof of acceptance on request.

3.6 Unless Service Provider agrees otherwise in writing, there is no contract between Service Provider and an End User. The Business Partner is solely responsible for its relationship with its End Users, including its prices to them, invoicing, collecting payment and first-line support.

3.7 The Business Partner remains liable to Service Provider for all Fees for its End Users, whether or not the End Users have paid the Business Partner.

3.8 The Business Partner shall not make any representation, warranty or commitment about the Services on Service Provider's behalf beyond what is contained in the Agreement.

3.9 The Business Partner may use the SkedX name and logo only to market the Services, and only in line with Service Provider's written brand guidelines. All goodwill from that use belongs to Service Provider.

3.10 Service Provider may approve, decline or suspend any End User's Account on the same basis as any other Customer, in terms of clause 7.

4 GOVERNING LAW

4.1 The Agreement is governed by and interpreted according to the laws of the Republic of South Africa.

5 AGREEMENT

5.1 By registering, accessing, logging in to or using the Services, the User enters into a legally binding agreement with Service Provider. This applies even where the User uses the Services on behalf of a Customer. A person accepting on behalf of a Customer warrants that he or she is authorised to do so.

5.2 A person who does not agree to the Agreement must not register for, access or use the Services.

5.3 Service Provider may amend the Agreement. It will publish the amended version on the Website and notify Customers and Individual Users by email at least 30 (thirty) days before a material amendment takes effect. Amendments do not apply retroactively. A User who does not agree to an amendment must stop using the Services and may terminate in terms of clause 8.

6 LICENCE TO USE THE SERVICES

6.1 Customer Data, and anything derived from it, remains the sole and exclusive property of the Customer.

6.2 The Customer authorises Service Provider to store, process, transmit and display Customer Data solely to the extent necessary to provide the Services, in accordance with the Privacy and Data Protection Agreement. This authority starts on acceptance of the Agreement in terms of clause 5.1 and ends on termination in terms of clause 8.

6.3 Service Provider grants the Customer and each Individual User a non-exclusive, non-transferable right to use the SkedX Application during the term of the Agreement, subject to payment of the Fees where applicable.

6.4 The Customer is responsible for all activity carried out under its Users' logins and for its Users' compliance with the Agreement. The Customer shall use the Services only for its business purposes and in compliance with applicable law, and shall not:

6.4.1 send or store unlawful or infringing material, or Personal Information for which it has no lawful basis;

6.4.2 send or store malicious code;

6.4.3 attempt to gain unauthorised access to the Services or to any other Account, or disrupt the integrity, security or performance of the Services;

6.4.4 copy, modify or create derivative works based on the Services, or decompile or reverse-engineer them;

6.4.5 access the Services in order to build a competing product or to copy their features or user interface;

6.4.6 use the Services for benchmarking or comparative analysis intended for publication without Service Provider's prior written consent;

6.4.7 permit a direct competitor of Service Provider to access the Services; or

6.4.8 register with a false identity or false company details.

7 REGISTRATION, APPROVAL AND SECURITY

7.1 To register a company Account, the Customer must provide its company details and the full names and identity numbers of all its directors. The person registering must confirm his or her email address with a one-time code.

7.2 Service Provider verifies each new Customer before granting access. This includes cross-checking the information provided against other Accounts to detect duplicate or fraudulent registrations. Service Provider may decline a registration in its sole discretion without giving reasons.

7.3 Users must provide true, accurate and complete information and keep it up to date.

7.4 Super Users must enter a one-time code, sent to their email address, each time they log in. A change of a User's own email address or cell number also requires a one-time code.

7.5 Users must keep their passwords and one-time codes confidential. Service Provider's personnel will never ask for them. The Customer must report any suspected unauthorised use of an Account immediately to support@skedx.co.za.

8 TERM AND TERMINATION

8.1 The Agreement starts when the Account is registered and continues until terminated in terms of this clause 8.

8.2 The Customer may terminate the Agreement at any time, provided its Account is paid up to date, by giving 30 (thirty) days' written notice to info@skedx.co.za. Giving this notice is the Customer's responsibility. It is needed so that Customer Data can be dealt with lawfully in terms of the Privacy and Data Protection Agreement.

8.3 An Individual User may terminate the Agreement at any time by deleting his or her Account in the SkedX Application.

8.4 Service Provider may terminate the Agreement by giving 3 (three) months' written notice. Service Provider may also restrict, suspend or terminate an Account without notice if it reasonably believes that the User is in breach of the Agreement or the law, or is misusing the Services.

8.5 A Business Partner may terminate the Agreement after its minimum term, as set out in its Business Partner Agreement, by giving 3 (three) months' written notice. Service Provider may terminate a Business Partner's Agreement by giving 3 (three) months' written notice, or immediately for a material breach. The Business Partner must tell its End Users of the termination without delay.

8.6 When a Business Partner's Agreement ends, Service Provider may offer the Business Partner's End Users a direct contract as Customers, so that their Services can continue. End Users that do not take up the offer within 30 (thirty) days are treated as terminated in terms of clause 8.7.

8.7 After termination, the Customer has 30 (thirty) days to export its data free of charge. After that period the Customer Data is permanently deleted, in terms of clause 9 of the Privacy and Data Protection Agreement, and cannot be recovered.

8.8 Clauses 3.7, 6.1, 8.7, 9, 14, 15, 16, 17 and 19 survive termination.

9 SERVICE INFORMATION AND CALCULATIONS

9.1 The SkedX Application is a planning tool. Totals, hours, costs and reports are provided as an aid only. The Customer must check them before relying on them.

9.2 The Services do not address, and are not meant to address, the whole body of labour law. This includes the Basic Conditions of Employment Act 75 of 1997, bargaining council agreements and sectoral determinations. The Customer remains solely responsible for its employment decisions, working hours, rest periods, overtime, remuneration and tax.

9.3 Service Provider tests the SkedX Application carefully. If an error in the SkedX Application is identified, Service Provider will use reasonable efforts to correct it as soon as possible.

10 SUPPORT

10.1 Support is included in the Fees and consists of:

10.1.1 email support at support@skedx.co.za, answered during Business Hours; and

10.1.2 an unlimited number of support requests.

10.2 Enhancements or Upgrades to the SkedX Application are included in the Fees.

10.3 A Business Partner provides first-line support to its End Users. Service Provider supports the Business Partner, and supports End Users directly only if the Business Partner Agreement says so.

11 COMMERCIAL TERMS

11.1 Fees. The Fees are determined by Service Provider's pricing published on the Website at the time, or as otherwise agreed in writing between Service Provider and the Customer in a quotation or pricing confirmation. The Fees are shown on each invoice. If a written agreement and the Website differ, the written agreement applies. Prices may differ between Customers. This clause also applies to Individual Accounts. Service Provider is not currently registered for VAT. If it registers, VAT will be added at the applicable rate from the date of registration, with written notice to the Customer.

11.2 Commencement of charges. Fees are charged from the date the Customer's Account is approved. The first invoice covers the rest of that month pro rata.

11.3 Invoicing. Service Provider issues invoices monthly in advance on the 1st day of each month, by email to the Customer's billing address. Anything chargeable added during a month is charged pro rata.

11.4 Payment. Invoices are payable by EFT within 7 (seven) days of the invoice date, quoting the invoice number.

11.5 Suspension. Without affecting its other rights, if any amount is overdue, Service Provider may, after written notice, suspend the Customer's access to the Services until all overdue amounts are paid in full. Suspension does not delete Customer Data.

11.6 Disputes. The Customer must dispute an invoice within 7 (seven) days of receiving it, by email to info@skedx.co.za, with supporting details. The undisputed portion remains payable.

11.7 Refunds. Any amount agreed to be refunded will be paid or credited within 21 (twenty-one) Business Days after the dispute is resolved.

11.8 Price increases. Service Provider may increase the Fees from time to time by giving at least 30 (thirty) days' written notice. A Customer that does not accept an increase may terminate the Agreement in terms of clause 8.2 before the increase takes effect.

11.9 Taxes. All amounts are subject to VAT and any other applicable taxes, as stated on the invoice.

11.10 Business Partners. A Business Partner pays Service Provider the Fees for all its End Users at the prices, discounts or commission in its Business Partner Agreement. Service Provider invoices the Business Partner, not its End Users, unless agreed otherwise in writing.

12 NOTICES AND SERVICE MESSAGES

12.1 Service Provider may give notices to Users:

12.1.1 by a notice in the SkedX Application;

12.1.2 by email to the address on the User's Account; or

12.1.3 by other means, including post.

12.2 Users must keep their contact details up to date. Service messages (including one-time codes, security notices and notices of changes to an Account) are part of the Services and cannot be switched off while an Account is active.

12.3 Notices to Service Provider must be sent to info@skedx.co.za.

13 SERVICE AVAILABILITY

13.1 Service Provider will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for:

13.1.1 planned maintenance, for which Service Provider will give at least 24 (twenty-four) hours' notice and which it will schedule, as far as practicable, between 22:00 and 04:00 South African Standard Time; and

13.1.2 unavailability caused by circumstances beyond Service Provider's reasonable control. These include natural disasters, acts of government, civil unrest, strikes (other than by Service Provider's own staff), epidemics, load-shedding or power failures, failures or delays of internet or hosting providers, and denial-of-service attacks.

13.2 Service Provider makes an encrypted backup of the SkedX database every day and keeps each backup for 30 (thirty) days.

13.3 Service Provider may change or discontinue features of the Services. Where it intends to withdraw a material feature, it will give at least 30 (thirty) days' notice.

14 INTELLECTUAL PROPERTY

14.1 All intellectual property rights in the Services, the SkedX Application, the Website, and the SkedX name and logo belong to Service Provider or its licensors. Nothing in the Agreement transfers any of those rights to a User.

14.2 Service Provider may freely use any suggestions or feedback a User provides about the Services.

15 LIMITATION OF LIABILITY AND INDEMNITY

15.1 To the extent permitted by law, Service Provider provides the Services "as is" and gives no warranty, express or implied, beyond what is stated in the Agreement.

15.2 To the extent permitted by law, Service Provider, its directors, employees and subcontractors shall not be liable for any loss or damage of any kind, whether direct, indirect, special or consequential (including loss of profit, revenue, data or goodwill), however arising, unless the loss or damage was caused by Service Provider's gross negligence or wilful misconduct.

15.3 To the extent permitted by law, Service Provider's total liability arising from or in connection with the Agreement, for all claims together, shall not exceed the Fees paid by the Customer in the 3 (three) months before the event giving rise to the claim.

15.4 The Customer indemnifies Service Provider, and holds it harmless, against all claims, losses, damages, fines, penalties and costs (including legal costs on the attorney and own client scale) arising from or in connection with:

15.4.1 the Customer Data, including any Personal Information that the Customer or its Users collected, entered or processed unlawfully or without a lawful basis;

15.4.2 any act or omission of the Customer or its Users, including any use of their logins;

15.4.3 any misuse of the Services, any breach of clause 6.4, or any breach of the law by the Customer or its Users; or

15.4.4 where the Customer is a Business Partner, any act or omission of its End Users, any claim by an End User against Service Provider, and any representation, warranty or commitment the Business Partner made about the Services that is not contained in the Agreement.

15.5 Nothing in the Agreement limits any liability that cannot lawfully be limited, including under the Consumer Protection Act 68 of 2008 where it applies.

15.6 The User confirms that the limitations of liability, exclusions and indemnities in this clause 15 were specifically brought to his or her attention, and that he or she accepted them by ticking a separate box when registering the Account.

16 NON-SOLICITATION

16.1 During the term of the Agreement and for 12 (twelve) months after it ends, neither party shall, without the other's prior written consent, directly or indirectly recruit or induce any employee or contractor of the other party involved in the Services to leave that party. This does not prevent a party from employing a person who responds of his or her own accord to a general public advertisement.

17 CONFIDENTIALITY

17.1 "Confidential Information" means any business or technical information that one party ("Disclosing Party") discloses to the other ("Receiving Party") and that is marked as confidential, or that should reasonably be understood to be confidential. It excludes information that the Receiving Party can show:

17.1.1 is or becomes public through no breach of the Agreement;

17.1.2 was lawfully in its possession before disclosure;

17.1.3 was lawfully received from a third party entitled to disclose it; or

17.1.4 must be disclosed by law or court order. In that case the Receiving Party must, where lawful, give the Disclosing Party prompt written notice and reasonable cooperation to limit the disclosure.

17.2 The Receiving Party shall protect the Disclosing Party's Confidential Information with at least the same care it uses for its own confidential information, and never with less than reasonable care. It shall use that information only to perform its obligations under the Agreement.

17.3 On termination, and on request, the Receiving Party shall return or destroy the Disclosing Party's Confidential Information, subject to clause 9 of the Privacy and Data Protection Agreement and to any legal duty to keep records.

18 INFORMATION REQUIRED BY LAW

18.1 For the purposes of section 43 of the Electronic Communications and Transactions Act 25 of 2002:

18.1.1 full name and legal status: Skedx (Pty) Ltd, a private company, registration number 2026/808957/07;

18.1.2 physical address and address for service of legal documents: 52 Shield Drive, Wapadrand Extension 11, Pretoria, 0050;

18.1.3 email: info@skedx.co.za (general, sales and legal notices) and support@skedx.co.za (support);

18.1.4 website: https://skedx.co.za;

18.1.5 director: Roche Cameron (sole director); and

18.1.6 place of registration: Republic of South Africa.

19 GENERAL

19.1 The parties consent to the jurisdiction of the Gauteng Division, Pretoria, of the High Court of South Africa, or of any Magistrate's Court having jurisdiction.

19.2 If any provision of the Agreement is found invalid or unenforceable, it shall be severed and the rest of the Agreement shall remain in force.

19.3 No indulgence or delay by a party in enforcing its rights is a waiver of those rights.

19.4 The Customer may not cede or assign its rights or obligations under the Agreement without Service Provider's prior written consent.

19.5 The Agreement is the entire agreement between the parties regarding its subject matter.

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