These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client", "you") and Supplyd (Pty) Ltd, a company registered in South Africa (registration number 2026/166593/07) with its registered office in Johannesburg, Gauteng ("SpendVault", "we", "us").
By accessing our website at spendvault.co.za, submitting a proposal request, entering into a service agreement with SpendVault, or using the SpendVault platform, you confirm that you have read, understood and agree to be bound by these Terms and our Privacy Policy.
If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. If you do not have such authority, or if you do not agree to these Terms, you may not use the service.
These Terms govern use of the SpendVault website and platform. Specific pricing, modules, deployment scope and service levels are set out in the scoped proposal and service agreement executed between SpendVault and each client. Where there is a conflict between these Terms and a signed service agreement, the service agreement prevails.
SpendVault provides a cloud-based procurement intelligence platform for business entities, including the following modules (as applicable to each client's scoped deployment):
The platform is deployed on a single-tenant basis - each client receives an isolated instance on dedicated infrastructure. The specific modules, users, branches and integrations in each deployment are determined by the scoped proposal and service agreement.
SpendVault reserves the right to modify, update or improve the platform at any time. Where changes materially affect existing functionality, we will provide reasonable prior notice to active clients.
You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify SpendVault immediately at info@supplyd.co.za if you become aware of any unauthorised use of your account or any other security breach.
You may create user accounts for your employees and authorised representatives. You are responsible for ensuring that all users comply with these Terms and your internal policies. You must promptly deactivate accounts when users leave your organisation or no longer require access.
The platform includes role-based access controls. You are responsible for assigning appropriate roles and permissions to your users and for reviewing these periodically. SpendVault is not liable for losses arising from unauthorised access resulting from your failure to maintain adequate access controls.
You agree to use the SpendVault platform and website only for lawful purposes and in accordance with these Terms. You may not:
SpendVault reserves the right to suspend or terminate access to the platform immediately and without notice if we reasonably believe a violation of this section has occurred.
All data you input into the SpendVault platform ("Client Data") remains your property. SpendVault does not claim ownership of Client Data.
Where Client Data includes personal information of your employees, suppliers or other individuals, SpendVault processes that personal information as an operator (as defined in POPIA) on your behalf and on your instructions. You remain the responsible party for such processing and are responsible for ensuring a lawful basis for the processing and for informing data subjects as required by POPIA.
You grant SpendVault a limited licence to access, store, process and use Client Data solely to provide the services to you, to comply with legal obligations and to resolve technical issues. We will not use Client Data for our own commercial purposes.
Upon termination of the service agreement, SpendVault will make Client Data available for export in a structured, machine-readable format for a period of 30 days. After this period, Client Data will be securely deleted unless legal retention obligations require otherwise.
The SpendVault platform, website, software, documentation, trade marks, and all related intellectual property rights are owned by SpendVault or our licensors. These Terms do not grant you any right, title or interest in SpendVault's intellectual property except the limited licence to use the platform as described herein.
If you provide suggestions, ideas or feedback about the platform ("Feedback"), you grant SpendVault a perpetual, irrevocable, royalty-free licence to use, implement and commercialise that Feedback without any obligation to you. We are not obligated to implement or respond to Feedback.
Your trade marks, company names, product catalogue content and other proprietary information that you upload to the platform remain your intellectual property. You grant SpendVault a limited licence to use such information solely to provide the services.
Fees for the SpendVault platform are determined by the scoped proposal and set out in the signed service agreement. Pricing is based on your specific deployment - modules, users, branches and integration requirements. There is no published standard pricing; each deployment is quoted individually.
Unless otherwise agreed in the service agreement, setup fees are payable prior to deployment and monthly platform fees are payable in advance on the first business day of each month. Payment is due within 10 business days of invoice.
Overdue amounts bear interest at the rate prescribed under the Prescribed Rate of Interest Act 55 of 1975 (as amended) from the due date until payment in full. SpendVault reserves the right to suspend platform access for accounts more than 30 days overdue, following reasonable notice.
SpendVault may revise platform fees with not less than 60 days' written notice. Continued use of the platform after the effective date of a fee revision constitutes acceptance of the revised fees.
Each party ("Receiving Party") agrees to hold in confidence any non-public information disclosed by the other party ("Disclosing Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information ("Confidential Information").
The Receiving Party may not disclose Confidential Information to any third party without the Disclosing Party's prior written consent, except to its employees, contractors or advisers who need access in order to perform their obligations and who are bound by confidentiality obligations at least as protective as those in these Terms.
Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without use of the Confidential Information; or (d) is required to be disclosed by law or court order, provided the Receiving Party gives prompt written notice to the Disclosing Party and assists in seeking a protective order.
Confidentiality obligations survive termination of these Terms for a period of 5 years.
SpendVault warrants that: (a) the platform will perform materially in accordance with its documentation; (b) we will implement reasonable security measures to protect Client Data; and (c) we have the right to provide the services and grant the licences in these Terms.
Except as expressly set out in clause 9.1, the platform and services are provided "as is" and "as available". SpendVault disclaims all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose and non-infringement, to the maximum extent permitted by South African law.
SpendVault does not warrant that the platform will be uninterrupted, error-free or free of viruses or other harmful components, or that any defects will be corrected. Your use of the platform is at your own risk.
The platform facilitates procurement workflows and generates reports and exports for accounting purposes. Nothing in the platform or its outputs constitutes legal, tax or accounting advice. You remain responsible for compliance with all applicable laws and should obtain independent professional advice as needed.
To the maximum extent permitted by applicable law:
Nothing in these Terms limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any matter which cannot be limited or excluded by law, including the Consumer Protection Act 68 of 2008 to the extent it applies.
The limitations in this clause reflect a reasonable allocation of risk between commercial parties. SpendVault's pricing reflects this allocation.
You agree to indemnify, defend and hold harmless SpendVault and its directors, officers, employees and agents from and against any claims, damages, losses, liabilities, costs and expenses (including reasonable legal fees) arising out of or relating to:
These Terms apply from the date you first access the website or platform and continue until terminated in accordance with this clause or your service agreement.
Either party may terminate the service agreement on not less than 30 days' written notice, unless a longer notice period is specified in the service agreement.
Either party may terminate the service agreement immediately on written notice if the other party: (a) commits a material breach that is incapable of remedy; (b) commits a material breach that is capable of remedy but fails to remedy it within 14 days of written notice requiring remedy; or (c) becomes insolvent, is placed under provisional or final liquidation or business rescue, or makes a general assignment for the benefit of creditors.
On termination: (a) your right to access the platform ceases immediately; (b) all outstanding fees become due and payable; (c) SpendVault will make Client Data available for export for 30 days as described in clause 5.4; (d) provisions that by their nature should survive (including clauses 5, 6, 8, 10, 11, 13 and 14) will continue to apply.
These Terms are governed by and construed in accordance with the laws of the Republic of South Africa, without regard to its conflict of law principles.
The parties submit to the non-exclusive jurisdiction of the High Court of South Africa, Gauteng Division (Johannesburg) in respect of any dispute arising from or in connection with these Terms, without prejudice to SpendVault's right to seek urgent interim relief in any competent court.
Before initiating formal proceedings, the parties agree to attempt in good faith to resolve any dispute through negotiation between senior representatives. If a dispute is not resolved within 20 business days of written notice from one party to the other identifying the dispute, either party may refer the dispute to mediation administered by the Arbitration Foundation of Southern Africa (AFSA) or, if mediation fails, to arbitration in accordance with AFSA's rules.
Nothing in this clause prevents either party from seeking urgent interim relief from a court of competent jurisdiction.
These Terms, together with the Privacy Policy and any signed service agreement, constitute the entire agreement between the parties in relation to the subject matter and supersede all prior representations, agreements and understandings.
SpendVault may amend these Terms by posting a revised version on spendvault.co.za with a new effective date. For material changes, SpendVault will provide active clients with not less than 30 days' prior written notice. Your continued use of the platform after the effective date constitutes acceptance of the amended Terms.
If any provision of these Terms is found to be invalid, illegal or unenforceable, that provision will be severed and the remaining provisions will continue in full force.
No failure or delay by either party in exercising any right or remedy constitutes a waiver of that right or remedy, nor does it preclude any future exercise of that right or remedy.
You may not assign or transfer your rights or obligations under these Terms without SpendVault's prior written consent. SpendVault may assign its rights and obligations to an affiliate or to a successor entity in connection with a merger, acquisition or sale of all or substantially all of its assets, on written notice to you.
Neither party will be liable for any delay or failure to perform its obligations (other than payment obligations) resulting from circumstances beyond its reasonable control, including natural disasters, acts of government, civil unrest, epidemics, pandemics, or failures of third-party infrastructure providers, provided the affected party notifies the other party promptly and uses reasonable efforts to mitigate the effects.
Notices under these Terms must be in writing and delivered by email (with delivery confirmation) or registered post to the addresses set out in the service agreement or, in the absence of a service agreement, to info@supplyd.co.za for SpendVault and to the email address associated with your account.
For questions about these Terms, please contact us:
For formal requests for access to records held by the company, please refer to the PAIA Manual.