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BAS CLOUD – TERMS & CONDITIONS

Effective Date: 9 February 2025

Service Provider: Sepapane Group (Pty) Ltd

Platform: BAS Cloud (Business Automation Solutions Cloud)

1. Definitions

  • “BAS Cloud” refers to the cloud-based business platform operated by Sepapane Group (Pty) Ltd.
  • “Client” refers to any organisation or individual subscribing to or using BAS Cloud services.
  • “Services” refer to software access, hosting, support, implementation, training, integrations, and related services provided by Sepapane Group.
  • “Subscription” refers to the recurring fee paid for access to BAS Cloud.
  • “SOW” means Statement of Work or any formally agreed scope document.

2. Scope of Services

BAS Cloud provides a cloud-based business management platform and related services, which may include, but are not limited to:

2.1 Core Platform Services

  • Access to the BAS Cloud platform on a Software-as-a-Service (SaaS) basis
  • ERP and business management modules including finance, CRM, HR, inventory, projects, and reporting
  • Hosting, system maintenance, platform updates, and security management

2.2 Optional Add-On Modules

Clients may subscribe to optional add-on modules that extend BAS Cloud functionality, including:

  • Advanced reporting and analytics
  • Industry-specific modules
  • Workflow automation and approvals
  • Additional users, storage, or environments

Optional add-on modules are billed separately unless expressly included in the quotation.

2.3 Specialised Applications

Sepapane Group may provide specialised or sector-specific applications built on, integrated with, or connected to BAS Cloud, including:

  • Custom portals and dashboards
  • Vertical or industry-focused systems
  • Standalone or extended applications

Such applications may be governed by additional scope documents or service schedules.

2.4 Custom / Bespoke Development

Sepapane Group may provide custom or bespoke development services, including:

  • Custom features or enhancements
  • Client-specific workflows or business logic
  • Bespoke reports, dashboards, or interfaces

All bespoke development is scoped separately, governed by a Statement of Work (SOW), and billed as once-off or milestone-based unless otherwise agreed.

2.5 Value-Added Services (VAS)

BAS Cloud may offer Value-Added Services (VAS), including:

  • Integration with third-party systems, APIs, or external platforms
  • Data migration and onboarding services
  • Business process optimisation and advisory services
  • Training, enablement, and change-management support

VAS offerings are optional and charged separately unless explicitly included in the quotation.

2.6 Exclusions

Unless expressly stated in writing:

  • Custom development, integrations, specialised applications, and Value-Added Services are not included in standard subscriptions
  • Third-party licences, software, or services are excluded from BAS Cloud fees

2.7 Service Evolution

BAS Cloud is an evolving platform. Sepapane Group may enhance, modify, or introduce new services or features provided such changes do not materially reduce the subscribed core services.

3. Subscription & Fees

  1. Subscription fees are billed monthly or annually as agreed in the quotation.
  2. Once-off fees (including implementation, setup, training, domains, websites, or bespoke work) are non-refundable.
  3. All prices are quoted in Botswana Pula (BWP) unless stated otherwise.
  4. Failure to settle invoices may result in service suspension after reasonable notice.

4. Payment Terms

  1. Payment terms are defined in the approved quotation or invoice.
  2. Where a payment plan is agreed, the Client undertakes to honour all scheduled installments.
  3. Sepapane Group reserves the right to suspend services for overdue accounts.

5. Service Activation

  1. Services commence upon receipt of the initial agreed payment.
  2. Subscription services are activated within a reasonable time after payment.
  3. Delays caused by incomplete Client information or approvals are not the responsibility of Sepapane Group.

6. Client Responsibilities

The Client agrees to:

  • Provide accurate and complete information
  • Maintain confidentiality of login credentials
  • Use BAS Cloud in compliance with applicable laws
  • Manage internal users and access permissions

The Client is responsible for all activity performed under their account.

7. Data Ownership & Confidentiality

  1. The Client retains ownership of all data entered into BAS Cloud.
  2. Sepapane Group will not disclose Client data except for support, maintenance, or legal requirements.
  3. Reasonable technical and organisational safeguards are applied to protect Client data.

8. Availability & Support

  1. BAS Cloud is provided on a best-effort availability basis.
  2. Planned maintenance may result in temporary downtime.
  3. Support is provided according to the subscribed plan and agreed scope.

9. Limitation of Liability

  1. BAS Cloud is provided “as is”.
  2. Sepapane Group shall not be liable for indirect, incidental, or consequential losses, including loss of data, profits, or business.
  3. Total liability shall not exceed the fees paid by the Client in the preceding 12 months.

10. Intellectual Property

  1. BAS Cloud software, branding, and documentation remain the intellectual property of Sepapane Group.
  2. The Client is granted a non-exclusive, non-transferable right to use BAS Cloud during the subscription period.
  3. No ownership rights are transferred to the Client.

11. Suspension & Termination

  1. Services may be suspended for non-payment, misuse, or security risks.
  2. Either party may terminate with 30 days’ written notice unless otherwise agreed.
  3. Upon termination, access will be disabled and outstanding invoices remain payable.

12. Domains, Emails & Third-Party Services

  1. Domains, email services, and third-party integrations are subject to external provider policies.
  2. Sepapane Group is not responsible for third-party outages or failures.
  3. Annual services are renewable unless cancelled in writing before expiry.

13. Amendments

Sepapane Group may update these Terms & Conditions from time to time. Material changes will be communicated where applicable.

14. Governing Law

These Terms & Conditions are governed by the laws of the Republic of Botswana.

15. Acceptance

By accepting a quotation, paying an invoice, or using BAS Cloud, the Client confirms acceptance of these Terms & Conditions.

16. Scope Control & Change Requests

16.1 Defined Scope

All services are delivered strictly in accordance with the approved quotation, subscription plan, and any signed Statement of Work (SOW). Any service not expressly included is out of scope.

16.2 Change Requests

Requests for changes, additions, or enhancements must be submitted as formal change requests.

16.3 Assessment & Approval

Sepapane Group will assess the impact on cost, scope, and timelines, issue a written variation or quotation, and obtain written approval before implementation.

16.4 Fees & Timelines

Approved changes may result in additional fees, revised timelines, or updated payment terms.

16.5 No Implied Acceptance

Informal discussions or verbal instructions do not constitute approval. Only written acceptance is binding.

16.6 Protection of Core Services

Sepapane Group is not obligated to deliver services beyond the agreed scope without formal approval.

16.7 Dispute Avoidance

This clause exists to ensure transparency and prevent disputes arising from unclear or expanding scope.