Terms and Conditions

Fradyn Systems Last updated: 16 September 2026

1. Introduction and Acceptance

These Terms and Conditions ("Terms") govern access to and use of the workflow automation platform and related services (the "Services") provided by Fradyn Systems ("Fradyn," "we," "us," or "our") to vehicle dealerships ("Client," "Dealership," "you"). By registering for, accessing, or using the Services, you agree to be bound by these Terms. If you do not agree, you may not use the Services.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case "you" refers to that entity.

2. Description of Services

Fradyn provides a workflow automation platform for vehicle dealerships that:

• Receives and processes customer enquiries submitted via WhatsApp, email, and web-based forms
• Captures customer details (name, surname, cell number, email), vehicle interest, and viewing/test-drive preference
• Routes enquiries to the Dealership's sales representatives
• Integrates with the Dealership's vehicle inventory, calendar, WhatsApp Business API, business email, and Facebook account to facilitate scheduling and communication
• Provides reporting and dashboard functionality related to the above

We may add, modify, or discontinue features of the Services from time to time, with reasonable notice to Clients where changes materially affect functionality.

3. Account Registration and Access

3.1 You must provide accurate and complete information when registering for an account and keep such information up to date.

3.2 You are responsible for maintaining the confidentiality of login credentials and API keys/tokens associated with your account, and for all activity that occurs under your account.

3.3 You are responsible for ensuring that your sales representatives and staff who are given access to the platform comply with these Terms.

3.4 You must notify us promptly of any unauthorised use of your account or any security breach.

4. Third-Party Integrations

4.1 The Services rely on integrations with third-party platforms, including but not limited to Meta/WhatsApp Business API, Facebook, email providers, and calendar providers. Your use of these integrations is also subject to the applicable third-party's terms of service and policies.

4.2 By connecting your WhatsApp Business API account, Facebook account, business email, or calendar to our platform, you represent and warrant that you have the necessary rights and authorisations to do so, and you grant us permission to access and use such accounts solely to provide the Services.

4.3 We are not responsible for outages, changes, restrictions, or discontinuation of any third-party platform or API that may affect the availability or functionality of the Services. Meta/WhatsApp, Facebook, and other providers may change their terms, pricing, or API access at any time, and we will make reasonable efforts to adapt the Services accordingly, but we do not guarantee uninterrupted third-party integration.

5. Client Data and Data Protection

5.1 As between Fradyn and the Client, the Client retains ownership of its vehicle inventory data, existing customer/client database, and any other business data it uploads or connects to the platform.

5.2 Fradyn processes end-customer personal information (collected via WhatsApp, email, and web forms) as an operator on behalf of the Client, in accordance with our Privacy Policy and applicable data protection law, including POPIA.

5.3 The Client warrants that it has a lawful basis to collect and share with Fradyn the personal information of its customers and staff, and that its own privacy notices to its customers adequately disclose the use of automation tools such as Fradyn's platform.

5.4 Each party will implement reasonable technical and organisational security measures appropriate to the nature of the personal information processed.

5.5 Upon termination of the agreement, Fradyn will, at the Client's request, delete or return the Client's data within a reasonable period, subject to any legal retention obligations, as further described in our Privacy Policy.

6. Fees and Payment

6.1 Fees for the Services are set out in the applicable order form, subscription plan, or pricing agreement between Fradyn and the Client.

6.2 Fees are payable in accordance with the agreed billing cycle. Late payment may result in suspension of access to the Services.

6.3 All fees are exclusive of VAT and other applicable taxes unless stated otherwise.

6.4 We may change our fees with reasonable prior notice, which notice will not apply retroactively to the then-current subscription term.

7. Acceptable Use

You agree not to:

• Use the Services for any unlawful purpose or in violation of any applicable law or regulation, including consumer protection and data protection laws
• Send unsolicited, misleading, or spam communications to customers via WhatsApp or email through the platform
• Attempt to reverse-engineer, decompile, or gain unauthorised access to the Services or underlying systems
• Interfere with or disrupt the integrity or performance of the Services
• Use the Services to collect personal information from data subjects without an appropriate lawful basis
• Upload or transmit any content that is unlawful, defamatory, or infringes the rights of any third party

We reserve the right to suspend or terminate access for any breach of this section.

8. Intellectual Property

8.1 Fradyn retains all right, title, and interest in and to the Services, including all software, platform design, and underlying technology. Nothing in these Terms transfers any intellectual property rights to the Client, except for the limited right to use the Services as set out herein.

8.2 The Client retains all rights to its own trademarks, inventory content, and customer data uploaded to the platform.

8.3 The Client grants Fradyn a limited licence to use, host, and process Client data solely for the purpose of providing the Services.

9. Confidentiality

Each party agrees to keep confidential any non-public business, technical, or customer information disclosed by the other party in connection with these Terms, and to use such information solely for the purposes of the agreement, except where disclosure is required by law.

10. Warranties and Disclaimers

10.1 We will use commercially reasonable efforts to provide the Services in a professional manner consistent with general industry standards.

10.2 EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

10.3 We do not warrant that the Services will be uninterrupted, error-free, or completely secure, particularly given reliance on third-party APIs (WhatsApp Business API, Facebook, email, and calendar providers) outside our control.

11. Limitation of Liability

11.1 To the maximum extent permitted by law, Fradyn shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or goodwill, arising out of or related to your use of the Services.

11.2 Fradyn's total aggregate liability arising out of or related to these Terms and the Services shall not exceed the total fees paid by the Client to Fradyn in the twelve (12) months preceding the event giving rise to the claim.

11.3 Nothing in these Terms limits liability that cannot be limited or excluded under applicable law, including liability for gross negligence, wilful misconduct, or fraud.

12. Indemnification

The Client agrees to indemnify and hold Fradyn harmless from any claims, damages, liabilities, and expenses (including reasonable legal fees) arising from: (a) the Client's breach of these Terms; (b) the Client's violation of applicable law, including data protection law, in its collection or use of customer data; or (c) the Client's misuse of the Services.

13. Term and Termination

13.1 These Terms remain in effect for as long as the Client maintains an active subscription to the Services, unless terminated earlier in accordance with this section.

13.2 Either party may terminate the agreement for convenience by providing 30 days written notice.

13.3 Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to remedy such breach within 30 days of receiving notice.

13.4 Upon termination, the Client's right to access the Services will cease, and Fradyn will handle Client data as described in Section 5.5 and our Privacy Policy.

14. Suspension

We may suspend access to the Services, with notice where reasonably practicable, if: (a) required to prevent harm to our systems or other users; (b) the Client fails to pay outstanding fees; or (c) the Client is in breach of the Acceptable Use section.

15. Changes to These Terms

We may update these Terms from time to time. We will notify Clients of material changes by email or through the platform, and continued use of the Services after such notice constitutes acceptance of the updated Terms.

16. Governing Law and Jurisdiction

These Terms are governed by the laws of the Republic of South Africa. The parties submit to the non-exclusive jurisdiction of the courts of South Africa in respect of any dispute arising from these Terms.

17. General

17.1 Entire Agreement: These Terms, together with our Privacy Policy and any applicable order form, constitute the entire agreement between the parties regarding the Services.

17.2 Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

17.3 No Waiver: Failure to enforce any provision of these Terms does not constitute a waiver of that provision.

17.4 Assignment: The Client may not assign or transfer its rights under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

17.5 Force Majeure: Neither party is liable for delays or failures in performance resulting from causes beyond its reasonable control.

18. Contact Information

For questions about these Terms, please contact:

Fradyn Systems Email: corne@fradynsystems.com Contact: +27 079 108 5729