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Terms of Service

TEMPLATE — FOR REVIEW BY LEGAL COUNSEL BEFORE PUBLICATION This document has not been reviewed by a qualified attorney and must not be relied upon as legal advice or published in its current form.

Last updated: June 2026 Effective date: June 2026

These Terms of Service (“Terms”) govern your access to and use of the KeyOne platform operated by Cognizance Processing (Pty) Ltd (“KeyOne”, “we”, “us”), registration number [REG NUMBER], a company incorporated under the laws of South Africa.

By creating a KeyOne account or accessing the platform, you agree to these Terms. If you are accepting on behalf of an organisation, you represent that you have authority to bind that organisation.

1. The Service

KeyOne is a decision intelligence platform for FMCG/CPG principals that:

  • Unifies retail and ERP data into a single tenant-isolated analytical store
  • Surfaces ranked, commercially-valued actions via the Keystone Engine
  • Provides conversational analytics via KeyChat
  • Delivers a mobile field execution tool via KeyLink
  • Provides governed metric exploration over a tenant-isolated analytical store

Access is provided as a software-as-a-service (SaaS) subscription.

2. Accounts

2.1 Registration

To use KeyOne you must create an account with accurate information. You are responsible for maintaining the confidentiality of your credentials and for all activity under your account.

2.2 Eligibility

You must be at least 18 years old and have the legal capacity to enter into contracts under South African law to create an account.

2.3 Corporate Accounts

If you sign up on behalf of a company, that company is the customer. Individual users are authorised under the customer’s tenant. The customer is responsible for ensuring their users comply with these Terms.

2.4 Account Security

You must:

  • Use a strong, unique password
  • Enable multi-factor authentication when prompted
  • Notify us immediately at security@keyone.sh if you suspect unauthorised access
  • Not share credentials with others

3. Acceptable Use

You may use KeyOne only for lawful purposes in connection with your business operations. You may not:

  • Use the platform to process data that you do not have the legal right to process
  • Attempt to gain unauthorised access to any tenant, user account, or system component
  • Reverse-engineer, decompile, or disassemble any part of the platform
  • Use the platform to store or transmit malicious code
  • Attempt to circumvent tenant isolation or RLS controls
  • Use the platform in a manner that degrades performance for other users
  • Resell or sublicense access to the platform without our written consent
  • Represent output from KeyOne as independently verified data without human review

4. Customer Data

4.1 Ownership

You retain all rights to data you upload to the platform (“Customer Data”). We claim no ownership over it.

4.2 Our Licence to Your Data

You grant us a limited licence to process your Customer Data solely to: provide the contracted service, maintain the platform, and comply with legal obligations. We do not use Customer Data for any other purpose.

4.3 Data Accuracy

You are responsible for the accuracy and legality of the data you upload. KeyOne will not be liable for analytical outputs derived from inaccurate or incomplete data.

4.4 Retailer Data

You represent that you have the contractual right to share with KeyOne any retailer-provided data you upload. You indemnify KeyOne against any claim arising from your use of retailer data.

5. Intellectual Property

5.1 Our IP

The KeyOne platform, its software, algorithms, documentation, and branding are owned by Cognizance Processing (Pty) Ltd. These Terms do not grant you any rights in our intellectual property except the limited licence to use the platform.

5.2 Feedback

If you provide feedback or suggestions about the platform, we may use them freely without obligation or attribution.

6. Payment and Subscription

6.1 Pricing

Subscription pricing is set out in your order form or as published at keyone.sh/pricing. Prices are in South African Rand (ZAR) and exclude VAT unless stated otherwise.

6.2 Payment

Invoices are due within 30 days of issue. Late payments bear interest at 2% per month above the South African Reserve Bank’s prime lending rate.

6.3 Taxes

You are responsible for all applicable taxes including VAT on your purchases from us.

6.4 Suspension

We may suspend access for non-payment after 14 days’ notice. Suspension does not cancel your obligation to pay outstanding amounts.

7. Service Levels and Availability

7.1 Uptime Target

We target 99.5% uptime for the platform (excluding scheduled maintenance). This target is not a guarantee and does not form part of the service level agreement unless specified in your order form.

7.2 Scheduled Maintenance

We will provide at least 48 hours’ notice of planned maintenance that affects availability.

7.3 Data Freshness

Analytical data is refreshed on a nightly schedule. We are not liable for business decisions made based on data that was not current at the time of the decision.

8. Confidentiality

Each party may receive confidential information from the other. Each party agrees to:

  • Use confidential information only to fulfil obligations under these Terms
  • Not disclose it to third parties without the disclosing party’s consent
  • Apply reasonable protective measures

This obligation does not apply to information that is publicly known, independently developed, or required to be disclosed by law.

9. Warranties and Disclaimers

9.1 Our Warranties

We warrant that:

  • The platform will materially conform to its documentation
  • We will implement reasonable security measures
  • We will handle your data in accordance with our Privacy Policy and POPIA Compliance Statement

9.2 Disclaimers

The platform is provided “as is” in all other respects. To the maximum extent permitted by South African law:

  • We do not warrant that the platform will be uninterrupted or error-free
  • We do not warrant the accuracy, completeness, or fitness for purpose of any output or recommendation
  • Analytical outputs and Engine recommendations are decision-support tools only — they must be reviewed and validated by a qualified human before acting on them
  • We are not liable for any commercial decision made based on platform output

10. Limitation of Liability

To the maximum extent permitted by law:

  • Our aggregate liability for any claim arising from these Terms is limited to the fees paid by you in the 12 months preceding the claim
  • We are not liable for indirect, consequential, special, or punitive damages, loss of profits, or loss of data
  • These limitations apply even if we have been advised of the possibility of such damages

Nothing in these Terms limits liability for death, personal injury, or fraudulent misrepresentation.

11. Indemnification

You indemnify KeyOne against claims, losses, and expenses (including reasonable legal costs) arising from:

  • Your breach of these Terms
  • Your use of the platform in violation of applicable law
  • Your unauthorised use of third-party data
  • False information provided to KeyOne

12. Term and Termination

12.1 Term

These Terms commence when you create an account and continue until terminated.

12.2 Termination by You

You may terminate your account at any time via the Settings panel or by emailing support@keyone.sh. Termination does not entitle you to a refund of prepaid fees.

12.3 Termination by Us

We may terminate or suspend your account:

  • With 30 days’ notice for any reason
  • Immediately for material breach of these Terms
  • Immediately if required by law

12.4 Effect of Termination

On termination:

  • Your access to the platform ceases
  • We will delete your Customer Data within 30 days
  • Outstanding fees remain payable
  • Sections 5, 8, 9, 10, 11, and 14 survive termination

13. Changes to These Terms

We will notify you of material changes at least 30 days before they take effect by email and platform notice. Continued use of the platform after the effective date constitutes acceptance.

14. Governing Law and Disputes

These Terms are governed by the laws of South Africa. Any dispute will be subject to the exclusive jurisdiction of the courts of South Africa, with Johannesburg as the agreed seat of arbitration for commercial disputes.

15. General

  • Entire agreement: These Terms, the Privacy Policy, and any order form constitute the entire agreement between us
  • Severability: If any provision is unenforceable, the remainder continues in force
  • No waiver: Failure to enforce a right is not a waiver of that right
  • Assignment: You may not assign your rights under these Terms without our written consent

Contact

Cognizance Processing (Pty) Ltd Email: legal@keyone.sh Website: keyone.sh

Template only — must be reviewed and approved by qualified South African legal counsel before publication.