TOPCODE CHAT — TERMS OF SERVICE
Effective Date: 27 October 2026
Last Updated: 27 October 2026
1. Introduction
These Terms of Service (“Terms”) govern your access to and use of the TopCode CHAT platform (“TopCode CHAT”, “Platform”, or “Service”), operated by TopCode (“TopCode”, “we”, “us”, or “our”).
By creating an account, accessing the Platform, purchasing WhatsApp message credits, or otherwise using the Service, you agree to be bound by these Terms. If you enter into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.
If you do not agree to these Terms, you must not access or use the Service.
TopCode provides software development and software-as-a-service solutions to businesses. TopCode CHAT is a cloud-based platform designed to help businesses manage customer relationships, streamline communications, and deliver customer support through messaging, AI-powered interactions, and related communication tools.
For purposes of these Terms:
“Customer” means the individual, company, or other legal entity that registers for, subscribes to, purchases, or otherwise uses the Service for its business or organisational purposes.
“End User” means an individual who receives communications from, sends communications to, or otherwise interacts with a Customer through the Service, including the Customer’s clients, prospective clients, leads, contacts, employees, or other communication recipients.
The Customer uses the Service to manage its communications and interactions with End Users. An End User does not become a Customer merely by communicating with a Customer through the Platform.
Where the Customer determines the purposes and means of processing End Users’ personal information through the Service, the Customer acts as the “Responsible Party” under the Protection of Personal Information Act 4 of 2013 (“POPIA”), and TopCode acts as the “Operator” to the extent that it processes such personal information on the Customer’s behalf.
2. The TopCode CHAT Service
TopCode CHAT provides businesses with software functionality that may include:
- AI-powered customer communication, including automated responses to customer enquiries and AI-to-human conversation handoff;
- Business-specific knowledge base management;
- Customer conversation management;
- Conversation history;
- Inbound and outbound call management; subject to applicable third-party platform availability and permissions;
- WhatsApp messaging and message usage tracking;
- Message templates and managing templates;
- Campaign creation, management and delivery;
- Flow creation and automation;
- Customer journey creation and manage
- Usage monitoring;
- Reporting
- API-based integrations;
- Account and organisation management; and
- Other AI-powered software functionality that TopCode may introduce from time to time.
The specific functionality available to a Customer may depend on the Customer’s account, configuration, subscription plan, usage level, and the availability and requirements of applicable third-party services.
WhatsApp Calling and Call Recording
WhatsApp calling functionality, where available through TopCode CHAT, is subject to Meta’s applicable terms, policies, technical requirements, permissions, account eligibility, and regional availability. TopCode does not guarantee that WhatsApp calling will be available to all Customers or in all countries.
The Customer is responsible for ensuring that any use of calling and call recording features complies with applicable laws and regulations, including privacy and data protection laws.
Where calls are recorded, monitored, or transcribed, the Customer must provide any required notices, obtain all necessary consents, and establish any required lawful basis before recording, monitoring, or transcribing communications. The Customer must also ensure that recordings and transcripts are securely handled, accessed, retained, and deleted in accordance with applicable law, including the Protection of Personal Information Act 4 of 2013 (POPIA), where applicable.
TopCode’s provision of calling or recording functionality does not relieve the Customer of its legal compliance obligations.
3. Customer Accounts
To use certain features of TopCode CHAT, you must create an account.
You agree to:
- provide accurate and current information;
- maintain the confidentiality of your login credentials;
- take reasonable steps to prevent unauthorised access to your account;
- notify TopCode promptly if you believe your account has been compromised; and
- ensure that individuals using your account are authorised to do so.
You are responsible for activity occurring through your account unless that activity resulted directly from TopCode’s failure to maintain reasonable security measures.
TopCode may suspend or restrict an account where we reasonably believe that the account is being used unlawfully, fraudulently, abusively, or in breach of these Terms.
4. WhatsApp Message Credits and Credit charges
TopCode CHAT uses WhatsApp messages as the primary unit for measuring Customer messaging usage.
1. Billable WhatsApp Messages
A “Billable WhatsApp Message” means a message successfully sent from the TopCode CHAT Platform to an End User through WhatsApp, where the message qualifies as a billable event under the applicable WhatsApp provider’s pricing rules and TopCode’s disclosed charging policy.
Each Billable WhatsApp Message incurs a charge of 0.05 TopCode CHAT credits per message, unless a different rate is expressly communicated to the Customer through the Platform.
Billable WhatsApp Messages may include AI-generated responses, automated messages, and messages sent using approved WhatsApp message templates, subject to the applicable billing rules.
Messages sent by End Users to the Customer through WhatsApp are not themselves treated as Billable WhatsApp Messages under this charging rule.
2. Additional AI-Generated Response Charges
In addition to the applicable WhatsApp message charge, each AI-generated response incurs an additional credit charge based on the number of words in the response, as follows:
1–50 words: 1 credit;
51–200 words: 2 credits;
201–500 words: 3 credits; and
More than 500 words: 4 credits.
These AI-response charges apply separately from the WhatsApp message charge. Accordingly, where an AI-generated response qualifies as a Billable WhatsApp Message, both the applicable WhatsApp message charge and the relevant AI-response charge shall apply.
3. Billing Consistency and Updates
TopCode shall apply the applicable message-charging rules consistently across the Platform, usage records, and Customer credit deductions.
The applicable definition of a Billable WhatsApp Message, credit rates, and charging rules shall be made available to the Customer through the Platform or other written communication.
TopCode may update its charging rules or rates where reasonably necessary, including to reflect changes to third-party provider pricing or the Service’s pricing structure. Any such changes shall be communicated to the Customer in accordance with the applicable notice provisions of these Terms..
5. Free WhatsApp Messages
TopCode may provide new customers with a complimentary allocation of WhatsApp message credits.
Free credits:
- are provided for evaluation and promotional purposes;
- are available for 15 days from the date they are granted;
- may be used after the customer connects their WhatsApp account to the Platform, subject to applicable usage conditions;
- have no cash value;
- cannot be exchanged for cash;
- cannot be transferred to another account;
- cannot be sold or resold; and
- may expire or be withdrawn where specifically stated.
- TopCode may determine the number of complimentary messages provided to a customer.
- expire after the 15-day period; and
- are forfeited upon upgrading to a paid subscription, and any unused complimentary credits no longer be available
6. Purchased WhatsApp Message Credits
Customers may purchase WhatsApp message packages through the Platform.
Purchased credits:
- are digital service credits;
- may only be used within the TopCode CHAT platform;
- are not currency;
- are not a deposit or stored monetary value;
- are not redeemable for cash;
- cannot be transferred between unrelated accounts;
- cannot be sold or resold; and
- cannot be used to purchase products or services outside TopCode CHAT.
Purchased credits provide access to the applicable chat functionality rather than ownership of any underlying software, AI model, technology, or intellectual property.
7. WhatsApp Message Usage
WhatsApp message credits shall be deducted from the Customer’s available message allocation when a qualifying WhatsApp message, including an approved WhatsApp message template, is successfully processed and delivered through the Platform, subject to the applicable billing rules and charging rates set out in these Terms.
AI-generated responses may incur additional credit charges based on the word-count pricing specified in these Terms. These charges are separate from the applicable WhatsApp message charge.
TopCode may maintain usage records for the following purposes:
- calculating message usage;
- maintaining account balances;
- billing;
- fraud prevention;
- service monitoring;
- troubleshooting; and
- improving the reliability of the Platform.
Where a chat request fails and no customer-facing WhatsApp message is successfully sent, TopCode shall take reasonable measures to ensure that the Customer is not incorrectly charged for the failed message. Where an incorrect deduction is identified, TopCode shall correct the relevant usage record or credit balance, as appropriate.
TopCode’s usage records shall be maintained and used consistently with the applicable charging rules set out in these Terms.
8. Message Balance
Customers are responsible for maintaining sufficient WhatsApp message credits for continued use of the Service.
Where a customer’s available message balance reaches zero, TopCode may automatically suspend chat responses until additional credits are purchased.
TopCode may provide low-balance notifications where supported by the Platform.
9. Pricing
Prices for WhatsApp message packages and other paid functionality are displayed on the Platform at the time of purchase.
Prices may change from time to time.
Any pricing change will not retroactively alter credits that have already been purchased.
Unless otherwise stated, prices are displayed in South African Rand (ZAR).
Applicable taxes, including VAT where required, may be included in or added to displayed prices as required by applicable law.
TopCode reserves the right to change the number of credits charged per WhatsApp message to reflect changes in Meta’s pricing, currency exchange rates, third-party charges, or other relevant messaging costs. Material changes will be communicated to Customers in advance and will apply prospectively. Such changes may affect the number of messages that can be sent using an existing credit balance but will not reduce the number of credits already purchased.
Customers can consult Meta’s official WhatsApp Business Platform pricing information at the following link: https://whatsappbusiness.com/products/platform-pricing/
10. Subscription, Billing and Cancellation
10.1 Subscription Plans and Fees
Certain features of TopCode CHAT may require a paid subscription. The applicable subscription plan, fees, billing period, included features, usage limits, and any applicable additional charges will be displayed on the Platform before the Customer subscribes.
The Customer agrees to pay the fees applicable to the selected subscription plan. Unless otherwise stated, prices are payable in South African Rand (ZAR) and are subject to applicable taxes, including VAT where required by law.
10.2 Billing Cycle and Payment
Subscription fees will be charged in advance for the billing period selected by the Customer, as disclosed at the time of subscription. Depending on the plan offered, the billing period may be monthly, annually, or another period specified on the Platform.
The Customer authorises TopCode and its applicable payment provider to process subscription payments using the payment method selected or provided by the Customer.
10.3 Automatic Renewal
Unless otherwise stated at the time of purchase, subscriptions will automatically renew at the end of each billing period for successive periods of the same duration, until cancelled by the Customer or terminated in accordance with these Terms.
The applicable renewal fee will be displayed on the Platform or otherwise communicated to the Customer before the renewal where required by law. TopCode will not apply a price increase to an existing subscription without providing any notice required by applicable law.
10.4 Cancellation
The Customer may cancel a subscription using the cancellation functionality provided on the Platform or by contacting TopCode through its designated support channel.
Unless otherwise stated or required by applicable law, cancellation will take effect at the end of the current paid billing period. The Customer may continue to access the applicable paid features until that period ends, unless access is suspended or terminated in accordance with these Terms.
Cancellation prevents subsequent subscription renewals but does not automatically entitle the Customer to a refund for fees already paid. Refunds remain subject to applicable law and any refund policy expressly communicated by TopCode.
10.5 Failed Payments
If a subscription payment fails, is reversed, or cannot be processed, TopCode may notify the Customer and request that the payment method or outstanding payment details be updated.
If payment remains outstanding, TopCode may suspend or restrict access to paid subscription features until payment is successfully received, subject to applicable law and any notice requirements.
10.6 Changes to Subscription Plans and Fees
TopCode may introduce, modify, or discontinue subscription plans and may change subscription fees from time to time.
Any change affecting an existing paid subscription will be communicated to the Customer in advance and will take effect at the start of a subsequent billing period, unless otherwise agreed with the Customer or permitted by applicable law.
If the Customer does not agree to a subscription price change, the Customer may cancel the subscription before the change takes effect.
10.7 Suspension and Termination
TopCode may suspend or terminate a subscription in accordance with these Terms where the Customer breaches these Terms, fails to pay amounts due, or where suspension or termination is otherwise permitted by applicable law.
Where reasonably practicable, TopCode will provide notice and an opportunity to remedy the relevant issue before suspending or terminating the subscription, except where immediate action is reasonably necessary for security, legal, or operational reasons.
10.8 Subscription Fees and Message Credits
Subscription fees and prepaid WhatsApp message credits are separate charges unless the applicable plan expressly states otherwise. Purchasing a subscription does not automatically include WhatsApp message credits, and purchasing message credits does not automatically include a paid subscription.
11. Payments
Payments for TopCode CHAT services are processed through third-party payment providers, including PayFast.
TopCode does not receive or store customers’ complete payment card details where those details are processed directly by the applicable payment provider.
A purchase is considered successful only once payment has been successfully confirmed by the relevant payment provider.
TopCode reserves the right not to allocate purchased WhatsApp message credits where a payment has failed, been reversed, cancelled, or otherwise not been successfully confirmed.
12. Refunds
WhatsApp message credits are digital service credits and are generally non-refundable once purchased and allocated to an account, except where:
required by applicable law;
TopCode has charged a customer in error;
TopCode expressly agrees to a refund; or
a refund is required as a result of a confirmed payment or technical error.
Where a refund is approved, TopCode may reverse unused credits associated with the relevant transaction.
Credits may not be exchanged for cash.
13. Customer Content and Knowledge Base
Customers may upload or provide information to the Platform, including:
- documents;
- FAQs;
- website content;
- product information;
- business policies;
- text;
- customer-support information; and
- other business information.
This information is referred to as “Customer Content”.
You retain ownership of your Customer Content.
You grant TopCode a limited licence to host, process, reproduce, transmit and otherwise use Customer Content only as reasonably necessary to provide, maintain, secure and improve the Service.
You are responsible for ensuring that you have all necessary rights, permissions and lawful grounds to provide Customer Content to TopCode.
14. Customer Responsibility for Knowledge Base Information
You are responsible for the accuracy, legality and appropriateness of information provided to your AI agent.
TopCode does not guarantee that an AI agent will always interpret Customer Content correctly or provide a response that is complete, accurate or appropriate.
You should ensure that appropriate human oversight is available for matters requiring professional, legal, financial, medical, technical, or otherwise specialised advice.
15. AI Scope And Permitted Use
TopCode CHAT provides AI-powered functionality intended to support the Customer’s own business operations, customer service, sales enquiries, and related business communications.
The Customer may configure and use AI agents through TopCode CHAT only for specific purposes relating to the Customer’s own legitimate business activities. AI agents must be designed to provide business-specific assistance, such as answering questions about the Customer’s products or services, assisting with bookings or orders, providing customer support, and handling other enquiries reasonably related to the Customer’s business.
The Customer must not use, configure, or make available TopCode CHAT or any AI agent connected to the Service as a general-purpose AI assistant, standalone AI chatbot service, or open-ended conversational assistant intended to answer unrelated questions or provide general-purpose AI functionality to the public.
Where the Customer uses TopCode CHAT through WhatsApp or another third-party messaging platform, the Customer must ensure that its use of the Service complies with all applicable terms, policies, technical requirements, and usage restrictions imposed by the relevant platform, including restrictions on the provision of general-purpose AI assistants.
The Customer acknowledges that certain messaging platforms, including the WhatsApp Business Platform, may distinguish between AI used as an incidental or supporting feature of a business service and AI offered as the primary functionality of a service. The Customer must not use the Service in a manner that violates any such restrictions.
TopCode reserves the right, to the extent permitted by applicable law, to restrict, suspend, or terminate access to any AI agent, integration, or functionality that TopCode reasonably believes is being used in breach of this clause or the applicable third-party platform terms.
The Customer remains responsible for the configuration, purpose, content, and use of its AI agents, including ensuring that their functionality remains within the permitted scope described in this clause
16. Artificial Intelligence Disclaimer
TopCode CHAT uses artificial intelligence technologies to generate responses.
AI-generated responses may occasionally be:
- inaccurate;
- incomplete;
- outdated;
- ambiguous;
- inappropriate;
- misleading; or
- inconsistent.
The Service should therefore not be treated as a substitute for professional human judgement where such judgement is required.
Customers remain responsible for determining how AI-generated responses are used in their business.
TopCode does not guarantee that every AI-generated response will be factually correct or suitable for a particular situation.
17. Human Handoff
Where enabled, TopCode CHAT may transfer conversations from an AI agent to a human representative.
Customers are responsible for determining appropriate human-handoff rules and ensuring that human representatives are available where required.
The availability and operation of human handoff functionality may depend on the customer’s configuration and integrated systems.
18. Third-Party Services
TopCode CHAT uses third-party services and technology providers to operate certain features of the Platform, including WhatsApp Business Platform services provided by Meta Platforms, Inc. (“Meta”) for WhatsApp messaging functionality.
The availability and use of WhatsApp functionality are subject to Meta’s applicable terms, policies, technical requirements and service availability.
19. Meta and Whatsapp Policy Compliance
Customers using WhatsApp functionality through TopCode CHAT must comply with all applicable Meta and WhatsApp terms, policies, guidelines and requirements, including the WhatsApp Business Terms of Service and the WhatsApp Business Messaging Policy, together with applicable data protection and privacy laws, including the Protection of Personal Information Act 4 of 2013 (POPIA), where applicable.
Customers are responsible for ensuring that their messages, message templates, campaigns, contact lists, recipient consent practices and other WhatsApp-related activities comply with these requirements and applicable law. In particular, each Customer represents and warrants that it:
- obtains valid opt-in for every recipient;
- will honour opt-outs;
- will not upload bought lists ;
- accepts that you may pause campaigns if complaints or Meta quality ratings drop
TopCode may, where reasonably necessary, request evidence of compliance with these obligations.
Meta may reject message templates, restrict messaging functionality, suspend or terminate WhatsApp accounts, or take other enforcement actions in accordance with its policies.
TopCode may pause, restrict or suspend a campaign or related messaging functionality where it reasonably considers this necessary to address recipient complaints, declining Meta messaging quality ratings, elevated blocking or reporting rates, suspected consent deficiencies, policy violations or other risks to the Platform or its users. Where reasonably practicable, TopCode may request corrective action before restoring the affected functionality.
Customers are responsible for ensuring that their messaging practices remain compliant throughout their use of TopCode CHAT. TopCode’s provision of messaging tools does not transfer the Customer’s legal responsibilities to TopCode.
Meta may amend its policies and requirements from time to time. TopCode does not control Meta’s policies or enforcement decisions and cannot guarantee uninterrupted availability of WhatsApp functionality. Restrictions or service interruptions imposed by Meta may affect a Customer’s ability to use WhatsApp functionality through TopCode CHAT.
Nothing in this Section excludes or limits any rights or liabilities that cannot lawfully be excluded or limited under applicable law.
20. Prohibited Activities and Meta Policy Violations
Customers using TopCode CHAT to access WhatsApp Business or other Meta services must comply with Meta’s applicable and current terms, policies, guidelines and requirements, including the WhatsApp Business Messaging Policy and Meta Commerce Policies.
Customers may not use TopCode CHAT to buy, sell, promote, distribute or facilitate the exchange of goods or services prohibited by applicable Meta policies or applicable law.
Examples of prohibited or restricted activities may include:
- Adult products and services, including sexually explicit content and certain sexual wellness products;
- Certain alcohol, tobacco and nicotine products;
- Illegal drugs and certain pharmaceutical or healthcare products;
- Gambling and certain betting services;
- Weapons, ammunition and explosives;
- Human body parts, bodily fluids certain animal products;
- Counterfeit goods, stolen goods and products infringing third-party intellectual property rights;
- Certain supplements, weight-loss products and other products with restrictions;
- Fraud, scams, misleading commercial practices and illegal financial schemes;
- Unauthorized surveillance, wiretapping or signal-jamming devices; and
- Other goods, services or activities prohibited or restricted under applicable Meta policies or applicable law.
This list is illustrative and non-exhaustive. Whether a product, service or activity is permitted depends on the applicable Meta policy, the nature of the activity and any relevant conditions or exceptions. Operating in a particular industry, including healthcare or finance, does not by itself make a business or its activities prohibited.
Meta may amend its policies from time to time. Customers are responsible for reviewing and complying with the policies applicable to their use of the Service.
TopCode may restrict, suspend or terminate access to TopCode CHAT where reasonably necessary in response to a suspected or confirmed policy violation, applicable legal requirements, or risks to the Service or its users, subject to applicable law and these Terms
21. API Access
Where API access is provided, customers are responsible for protecting their API keys.
API keys must not be:
- publicly exposed;
- committed to public repositories;
- shared with unauthorised persons; or
- embedded in insecure client-side applications where doing so could expose the key.
Customers are responsible for activity performed using their API keys.
TopCode may revoke or suspend API keys where misuse, compromise, excessive usage or security concerns are detected.
22. Intellectual Property
The TopCode CHAT Platform, including its software, interface, architecture, branding, documentation and underlying technology, remains the property of TopCode or its licensors.
Except for the limited right to use the Service under these Terms, no intellectual property rights are transferred to the customer.
You may not copy, reproduce, modify, reverse engineer, distribute, resell or commercially exploit the Platform except where expressly permitted by TopCode.
23. Customer Feedback
If you provide suggestions, ideas, recommendations or other feedback regarding TopCode CHAT, you grant TopCode permission to use that feedback without compensation or obligation to you.
24. Service Availability
TopCode will make reasonable efforts to maintain availability of the Platform.
However, the Service may occasionally become unavailable because of:
- maintenance;
- upgrades;
- technical failures;
- third-party provider outages;
- network failures;
- security incidents;
- circumstances outside TopCode’s reasonable control; or
- other operational requirements.
TopCode does not guarantee uninterrupted availability.
25. Suspension
TopCode may suspend access to the Service where:
- payment obligations are not met;
- an account reaches zero available paid/free messages;
- the account is being used unlawfully;
- these Terms are breached;
- fraudulent activity is suspected;
- security risks are identified; or
- suspension is reasonably necessary to protect the Platform or other users.
Where reasonably possible, TopCode will provide notice before suspension.
TopCode may suspend or restrict access to all or part of the Service where reasonably necessary in the following circumstances:
- payment obligations are not met;
- an account reaches zero available paid or free messages, in which case the restrictions described in Section 8 shall apply;
- the account is being used unlawfully;
- these Terms are breached;
- fraudulent activity is suspected;
- security risks are identified; or
- suspension is reasonably necessary to protect the Platform or other users.
Where an account reaches zero available paid or free messages, TopCode may suspend or restrict credit-dependent messaging functionality, including chat responses and chargeable WhatsApp messages. A zero message balance shall not, by itself, result in suspension of the Customer’s entire account.
TopCode may suspend the entire account where a separate ground under this Section justifies broader suspension.
Where reasonably practicable and legally permitted, TopCode will notify the Customer before suspending access. Where immediate action is reasonably necessary to address fraud, unlawful activity, security risks, or a material threat to the Platform or its users, TopCode may suspend access without prior notice and provide notice as soon as reasonably practicable thereafter.
TopCode will restore suspended or restricted functionality once the relevant grounds have been resolved, subject to any continuing legal, security, payment, or third-party restrictions
26. Termination
You may stop using the Service at any time.
TopCode may terminate an account where the customer materially breaches these Terms or where continued provision of the Service is reasonably necessary to comply with law, regulatory requirements or security obligations.
Upon termination, access to the Platform may be disabled.
Unused AI message credits generally do not have a cash redemption value.
27. Data and Privacy
Your use of TopCode CHAT is also governed by the TopCode CHAT Privacy Policy.
The Privacy Policy explains how TopCode collects, uses, stores, protects and processes personal information.
28. Limitation of Liability
To the maximum extent permitted by applicable law, TopCode will not be liable for indirect, incidental, special, consequential or business losses arising from use of the Service, including loss of profits, revenue, business opportunities, data or goodwill.
To the maximum extent permitted by applicable law, TopCode’s total aggregate liability arising out of or in connection with the Service or these Terms, whether in contract, delict (including negligence) or otherwise, will not exceed the total fees paid or payable by the Customer to TopCode for the Service during the twelve (12) months immediately preceding the event giving rise to the claim. If the Customer has used the Service for less than twelve (12) months, the cap will be based on the fees paid or payable during that shorter period.
Nothing in these Terms excludes or limits liability where such exclusion or limitation is prohibited by applicable law, or excludes any rights or remedies that cannot lawfully be excluded or limited.
29. Indemnity
To the extent permitted by law, you agree to indemnify and hold TopCode harmless against claims, losses, damages and reasonable costs arising from:
- your unlawful use of the Service;
- your breach of these Terms;
- Customer Content supplied by you;
- your violation of another person’s rights; or
- your misuse of the Platform or API.
30. Changes to the Service
TopCode may modify, improve, add or remove functionality from the Platform from time to time.
Where a material change substantially affects paid functionality, TopCode will provide reasonable notice where appropriate.
31. Changes to These Terms
TopCode may update these Terms from time to time.
The latest version will be published on the TopCode CHAT website.
Continued use of the Service after the effective date of updated Terms constitutes acceptance of the updated Terms, subject to applicable law.
32. General Legal Provision
Entire Agreement
These Terms, together with the Privacy Policy, any applicable quotation, order form, subscription agreement, and any other document expressly incorporated into these Terms, constitute the agreement between TopCode and the Customer concerning the use of TopCode CHAT and supersede all prior agreements, representations, and understandings relating to the same subject matter.
Order of Precedence
If there is any conflict or inconsistency between documents forming part of the agreement between TopCode and the Customer, the following order of precedence will apply, unless the relevant document expressly states otherwise and is agreed to by the parties:
-
A signed written agreement between TopCode and the Customer that expressly overrides the relevant provision;
-
An accepted quotation or order form, but only in respect of the specific commercial terms, pricing, services, and scope expressly stated in it;
-
These Terms of Service; and
-
The Privacy Policy, in respect of matters concerning the processing and protection of personal information.
Nothing in this clause overrides any mandatory requirement of applicable law or limits any rights that cannot lawfully be excluded or restricted.
Severability
If any provision of these Terms is found to be unlawful, invalid, or unenforceable, that provision will be severed or limited to the minimum extent necessary, and the remaining provisions will continue in full force and effect.
Notices
TopCode may provide notices to the Customer through the Platform, by email to the email address associated with the Customer’s account, or through another reasonable communication channel designated by TopCode.
The Customer is responsible for maintaining accurate and up-to-date contact information and for monitoring notices sent through these channels.
Notices to TopCode must be sent using the contact details or communication channels published on the Platform, unless TopCode specifies another method.
A notice will be regarded as received when delivered to the relevant electronic communication channel, subject to any mandatory legal requirements governing the delivery or receipt of notices.
Assignment
The Customer may not assign, transfer, or delegate any rights or obligations under these Terms without TopCode’s prior written consent.
TopCode may assign or transfer its rights and obligations under these Terms to an affiliate or in connection with a merger, restructuring, business transfer, or sale of all or substantially all of the relevant business or assets, provided that the assignment does not unlawfully prejudice the Customer’s rights.
Survival After Termination
Any provision of these Terms that, by its nature or express wording, is intended to continue after suspension, expiry, or termination will remain in effect to the extent necessary. These provisions include, where applicable, outstanding payment obligations, intellectual property rights, confidentiality obligations, privacy and data protection obligations, disclaimers, limitations of liability, dispute resolution, and any accrued rights or remedies.
Termination does not affect any rights, obligations, or liabilities that accrued before the effective date of termination.
No Waiver
A failure or delay by either party to exercise a right or remedy under these Terms does not constitute a waiver of that right or remedy. A waiver is effective only to the extent expressly given and permitted by applicable law.
Amendments
TopCode may update these Terms from time to time. Material changes will be communicated through the Platform, by email, or through another appropriate channel, with advance notice where required by applicable law. Changes will take effect on the date specified in the notice, subject to any mandatory legal requirements. Continued use of the Service after changes take effect may constitute acceptance only to the extent permitted by applicable law.
33. Governing Law
These Terms are governed by the laws of the Republic of South Africa.
Any dispute arising from these Terms will be subject to the applicable courts and dispute-resolution mechanisms of South Africa.