TERMS OF SERVICE
Last Updated: May 16th 2025

Plain Language Summary of Key Terms

This is a summary of our Terms of Service to help you understand the key points. It doesn’t replace the full legal agreement below, but gives you a helpful overview:

• Who we are: Psyche Innovations provides digital mental health tools, CPD courses, touchpoint sesssions, workshops, and related services.

• How you accept: By signing a proposal, using our services, or completing payment, you agree to these Terms.

• Trials: Our trials are not free. You pay upfront with a money-back guarantee. After the trial ends, you'll be auto-billed unless you cancel. 

• Refunds: Fees are non-refundable unless required by law or stated in a specific cancellation policy. We may provide goodwill refunds, but we’re not obligated to.

• Your responsibilities: Use the services lawfully, protect your login info, and don’t use the platform to diagnose or treat.

• Our responsibilities: Deliver services with care, protect your data, and act ethically and professionally.

• Data: Your data is handled in line with our Privacy Policy and stored on secure EU servers. We take this seriously.

• Termination: You can cancel with 30 days’ notice. We may suspend or terminate for non-payment or misuse.

• Disputes: First, talk to us. If unresolved, we use arbitration in South Africa. Local consumer protections still apply.

For full details, please keep reading

1. Introduction and Acceptance

1.1 Parties. This Terms of Service (“Terms”) is a binding agreement between Psyche Innovations (Pty) Ltd, a company registered in the Republic of South Africa (Registration No. 2023/812502/07) with its registered address at 147 Dorp Street, Apartment 5, Stellenbosch, Western Cape, 7600 (“Psyche Innovations”, “we”, “us”, or “our”), and you (the individual or entity using our Services, “you” or the “Client”). If you are accepting these Terms on behalf of an organization, you represent that you have the authority to bind that organization, in which case “you” refers to that entity.

1.2 Acceptance of Terms. By accessing or using any of Psyche Innovations’ services, or by signing a Psyche Innovations proposal, order form, or similar document that references these Terms, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree with these Terms, you must not use or access our Services. Use of our Services is also subject to our Terms of Use (governing the rules for using our digital platform) and our Privacy Policy (governing how we collect and process personal information). By accepting these Terms or using our Services, you confirm that you also accept and agree to our Terms of Use and Privacy Policy, which are incorporated into this agreement by reference. In the event of any direct conflict between these Terms of Service and the Terms of Use for the platform, these Terms of Service shall prevail regarding the provision of Services, and the Terms of Use shall govern specific platform usage rules.

1.3 Legal Capacity. You affirm that you have the legal capacity to enter into this agreement. If you are an individual consumer, you must be at least the age of majority in your jurisdiction (or have parental/guardian consent as required by law) to accept these Terms. If you are accepting on behalf of a company or other entity, you warrant that you have the legal authority to do so.

2. Scope of Services

These Terms cover all services and offerings provided by Psyche Innovations (collectively, the “Services”). Psyche Innovations provides a range of mental health and wellness related services, including digital products and in-person or online sessions. The Services governed by these Terms include, but are not limited to, the following:

2.1 Psyche Digital Platform Access (Psyche: Mental Health): Access to our digital mental health platform, which may be provided to individual consumers (B2C), organizational clients (B2B), or licensed professionals. The Platform includes features such as the Psyche Scale (a holistic mental health assessment), psychological skill-building activities, mental health resources (e.g. “Word of the Day” psychoeducational content, referral links to third-party support services, goal-setting tools), and organizational features like aggregated usage insights, webinars, and newsletters for enterprise clients. All use of the Platform is subject to our Terms of Use, and by using the Platform you agree to abide by those Terms of Use in addition to this Terms of Service. We will provide you (or your authorized end-users, in the case of an organization) with the necessary access credentials (such as login codes or access keys) to use the Platform. For organizational clients, the number of user access licenses or codes will be as agreed in your order or invoice.

2.2 AI Journal: A guided, AI-powered journaling tool offered through our Platform or as a standalone feature. The AI Journal is a non-therapeutic, skill-building resource designed to help users reflect and improve mental fitness. It is not a substitute for professional mental health treatment or therapy. Any content or data you input into the AI Journal will be stored securely and handled in accordance with our Privacy Policy. The AI Journal’s feedback and prompts are for personal development and informational purposes only; you acknowledge that the AI Journal does not provide medical or psychological advice or diagnosis. AI Journal Disclaimers: The AI Journal is an educational and personal development tool. It:

• Does not diagnose, treat, or replace mental health professionals.

• May surface prompts that feel reflective but should not be considered medical advice.

• Is not monitored in real time by humans. If you are in distress, you must seek help from a licensed professional or emergency services.

• Stores your data securely on Google servers in the EU. You can request deletion in line with our Privacy Policy.

2.3 Workshops: Live or virtual workshops facilitated by Psyche Innovations, typically 5–6 hour structured sessions focusing on mental health education, wellness strategies, and skill development. Workshops may be tailored for organizations, groups, or the general public. When you purchase or enroll in a workshop, we will agree on the date, time, duration (approximately one day or session of 5–6 hours), and content outline. You are responsible for ensuring you (and/or your participants, if you are booking for a group) attend the workshop as scheduled. Psyche Innovations will provide the training materials and conduct the session with qualified personnel. Workshops are educational in nature and not intended to serve as counseling or therapy sessions.

2.4 TouchPoint Sessions: Custom TouchPoint sessions, which are personalized wellness presentations, check-ins, or training sessions arranged by Psyche Innovations upon request. These sessions are usually shorter and focused on specific topics or needs (for example, a company might request a 1-2 hour wellness presentation or a series of mental health check-in sessions for employees). The content, format, and timing of TouchPoint sessions will be agreed between you and Psyche Innovations in advance. Like workshops, TouchPoint sessions are for informational and promotion and preventative wellness purposes, not therapy. Any specific goals or outcomes for a TouchPoint session should be communicated to us so we can tailor the content appropriately.

2.5 CPD Courses: Continuing Professional Development courses offered by Psyche Innovations, either online or in-person. These may be bundled into programs or taken as stand-alone courses. CPD courses are targeted at professionals (such as educators, healthcare workers, or counselors) seeking to enhance their knowledge and skills in mental health and wellness topics. We will provide clear information on whether a course is accredited or qualifies for professional continuing education credit in a given jurisdiction. It is your responsibility to ensure any course you undertake meets the requirements of your professional or licensing body. Where applicable, Psyche Innovations will issue certificates of completion or attendance. CPD courses may have specific eligibility criteria or prerequisites, which will be communicated before you enroll.

2.6 Affiliate Program: Psyche Innovations may offer an affiliate or partner program that allows individuals or entities to promote our Services and earn commissions or benefits for referrals (“Affiliate Program”). If you choose to participate in our Affiliate Program, you will be required to agree to a separate Affiliate Program Agreement which outlines the specific terms and conditions for affiliates (including commission structures, promotional guidelines, and any additional obligations or restrictions). The Affiliate Program Agreement is distinct from these Terms. However, as an affiliate you are still bound by these Terms of Service (and our Privacy Policy and Terms of Use) with respect to any use of our Platform or Services. In case of any inconsistency between these Terms of Service and the Affiliate Agreement as it relates to your affiliate activities, the Affiliate Agreement will prevail for those specific activities.

Note: Additional descriptions or guidelines for a particular service (for example, a curriculum outline for a workshop, or a syllabus for a CPD course) may be provided to you in a proposal, on our website, or in communications. Any such descriptions are for informational purposes and the specific details may be adjusted by mutual agreement. Psyche Innovations reserves the right to modify the content or format of a Service as reasonably necessary to improve the user experience or due to availability of trainers, provided that the overall service delivered is materially consistent with what was promised. We will communicate any material changes in advance when possible.

3. Contract Formation

3.1 Orders and Proposals.
Your engagement of Psyche Innovations may begin with a proposal, quote, order form, or sign-up process (online or offline) that describes the Services you will receive, the applicable fees, and other specific terms (each a “Service Order”). A contract between you and Psyche Innovations is formed when you:

• (a) accept a Service Order by signing, clicking “I agree,” or similar action;

• (b) begin using the Services after receiving a Service Order or Terms; or

• (c) make a payment in response to an invoice, whether or not a separate order is signed.

If you receive an invoice and do not object or cancel within 5 business days, and you then use the Services or make payment, we will treat that as acceptance of the Terms.

3.2 Entire Agreement of Order and Terms. Once accepted, each Service Order (such as a proposal or invoice accepted by you) together with these Terms of Service (and any documents incorporated by reference, including the Terms of Use and Privacy Policy, and any applicable Affiliate Agreement or Data Processing Agreement) will collectively form a single legally binding agreement between you and Psyche Innovations (the “Agreement”). If you have a separate master services agreement or written contract signed with us, these Terms will apply to the extent they are referenced or incorporated in that contract, or as default terms for any matters not addressed in the signed contract.

3.3 Non-Exclusivity. Unless otherwise expressly agreed in writing, nothing in this Agreement restricts Psyche Innovations from providing services similar to the Services to other clients. Likewise, you are free to engage other service providers in areas that may overlap with Psyche Innovations’ Services. However, both parties agree to act in good faith and not to use the other’s confidential information to unfairly compete or interfere in the performance of obligations under these Terms.

4. Relationship of the Parties

4.1 Independent Contractor. Psyche Innovations is an independent service provider. The relationship between Psyche Innovations and the Client is that of independent contractor and client. Nothing in these Terms shall be interpreted as creating any partnership, joint venture, agency, fiduciary, or employment relationship between us and you. Neither party is, by virtue of this Agreement, authorized to act as an agent or legal representative of the other, and neither party shall have any authority to assume or create any obligation on behalf of or in the name of the other party.

4.2 No Exclusivity and No Conflict. Psyche Innovations is not required to provide its services exclusively to you, unless otherwise agreed in writing. We assure you that providing services to other clients will not detract from the quality or timeliness of the Services we render to you under this Agreement. We will manage our time and resources in a manner that avoids conflicts of interest and ensures the agreed Service standards are met for all clients.

4.3 No Public Endorsement (for Organizations). If you are an organizational client, Psyche Innovations may, list your name and logo on our website or marketing materials to identify you as a client or participant in our Services (for example, as part of our collaboration or case studies), but such use does not imply any formal partnership beyond the service provider-client relationship described here. Likewise, you may publicly reference that you use Psyche Innovations’ Services (for instance, to promote a mental health initiative in your organization), provided such references are truthful and not misleading. Any usage of the other party’s name, logo, or trademarks shall respect the Intellectual Property clause in these Terms.

5. Duration of Agreement and Renewal

5.1 Service Term. The duration of your engagement (“Service Term”) will depend on the type of Service and what is agreed in the Service Order:

• Some Services are one-time or short-term engagements (for example, a single workshop or a short TouchPoint session). In such cases, the Agreement will commence when accepted and will terminate automatically upon completion of the specified Service (subject to any post-service obligations under these Terms).
   

• Some Services (especially Platform access or ongoing programs) are provided on a subscription or fixed-term basis. Unless a different period is specified, the standard initial term for an engagement is either three (3) months or twelve (12) months from the effective date (as indicated in the accepted proposal or sign-up confirmation). The exact duration of the initial term will be as stated in your specific Service Order or agreement.
   

5.2 Renewals. Upon the expiry of the initial Service Term:

• If your Service Order or specific plan indicates auto-renewal, then the Agreement will automatically renew for successive renewal terms of equal length (e.g., another 3 months or 12 months, or month-to-month, depending on the plan) unless you or we give notice of non-renewal at least 30 days before the end of the then-current term (or a different notice period if specified in your Service Order or jurisdiction-specific terms). In an auto-renewal scenario, we will typically send you a reminder or a new invoice before renewal.
   

• If your arrangement is that the Service Term does not automatically renew (for example, as is standard for many B2B clients of the Platform), then the Services will terminate at the end of the initial term unless the parties mutually agree to continue. In such cases, Psyche Innovations may, at least [30] days prior to the end of the term, provide you with a new proposal or renewal terms for a subsequent term. The Services will renew only if you accept the new proposal and make any required payment by the specified deadline. If no new agreement is reached by the term’s end, your access to Services will cease upon expiration of the current term.
   

5.3 Month-to-Month Plans (if applicable). If you are on a monthly subscription or other pay-as-you-go plan with no fixed end date, the Agreement will continue indefinitely on a month-to-month basis until cancelled by either party in accordance with these Terms. Monthly plans generally renew automatically each billing period (e.g., each month) and you will be billed periodically until you cancel.

5.4 Trial or Free Access.
If we provide any Services on a trial, demo, or reduced-rate basis, they may be subject to automatic billing at the end of the trial unless otherwise specified. You will always be clearly informed in advance. Trials are not free—they are paid with a money-back guarantee. Unless you cancel within the trial period, billing for the full service term will begin automatically.

During the trial, you may access the full platform features. If you do not continue after the trial:

• You will lose access to all premium and organisational features.

• Your data will be retained securely on our EU-based servers, and managed according to our Privacy Policy.

• You may request deletion or continued access at any time, subject to our account and data policies.

5.5 Termination and Survival. Regardless of the initial term or any renewals, this Agreement may be terminated earlier as provided under the Cancellation and Termination section below. Certain provisions of this Agreement are explicitly or by their nature meant to survive termination or expiration (for example, payment obligations for past services, confidentiality, intellectual property rights, liability limitations, etc.). Refer to Section 11 and Section 16 for details on termination effects and surviving terms.

6. Fees, Payment and Invoicing

6.1 Service Fees. In consideration for the Services, you agree to pay Psyche Innovations the fees applicable to your chosen Service (“Service Fee” or “Fees”). Fees and pricing details will be communicated to you in advance – for example, listed in a proposal, displayed on our website or app at the point of purchase, or set out in an invoice. Service Fees may consist of one-time charges (e.g., a fee for a single workshop), subscription fees (e.g., annual or monthly platform access fee), or installment payments for longer engagements. Any applicable taxes (such as Value Added Tax (VAT) in South Africa, sales tax, or equivalent) will be clearly indicated. Unless stated otherwise, quoted prices are inclusive of VAT (for South African clients) and any other taxes or duties are your responsibility.

6.2 Invoicing and Payment Terms.

• For organizational or invoiced clients (B2B): Psyche Innovations will issue you an invoice for the Service Fee, either for the full amount in advance or according to a billing schedule agreed in the Service Order. For example, if you have an annual subscription, we will typically invoice the annual fee shortly after you accept the proposal or sign the agreement. If we have agreed to quarterly or staged payments, we will issue invoices on a periodic basis (e.g., quarterly in advance, or at the end of each quarter for the services delivered in that quarter, as specified in the proposal). The invoice will state the due date for payment. Unless otherwise specified, invoices are due and payable within thirty (30) calendar days from the invoice date. In any case, full payment must be received before or by the start of the relevant service period (e.g., prior to us granting access to the Platform for the upcoming term, or before a workshop date).
   

• For individual consumers or online purchases (B2C): Fees for Services like CPD courses, app subscriptions, or event tickets must generally be paid at the time of purchase (e.g., via credit card, electronic payment, or other payment methods we support). By providing your payment information and confirming a purchase, you authorize us (or our third-party payment processor) to charge the applicable Fees to your payment method. If any recurring subscription fees apply, you will be informed and by subscribing you consent to automatic charges on a recurring basis until you cancel.
   

6.3 Currency and Transaction Costs. All payments shall be made in the currency specified in the invoice or at the point of sale. Unless otherwise agreed, the default currency for invoices is South African Rand (ZAR). You are responsible for any bank charges, wire transfer fees, currency exchange fees, or similar transactional costs; payments shall be made in full without set-off or deduction. This means you must pay the invoiced amount in cleared funds, and you may not withhold payment or offset any amount due to you by a third party or due to any counter-claim you might have. If you remit payment in a different currency or via an international transfer, ensure that the amount we receive (after all fees and conversion) equals the total due.

6.4 Variations in Services and Fees. If you request a change in the scope of Services after an Order is accepted (for example, adding more users to the Platform than initially planned, or extending the duration of a workshop), we will inform you of any resulting change in Fees. We will either issue a revised proposal or an additional invoice for the difference. If you do not agree to the adjusted Fees, Psyche Innovations is not obligated to perform the additional or altered services. However, you will remain responsible for any portion of Services already rendered. Significant scope changes may require a formal written addendum to the Service Order.

6.5 Late Payment and Suspension. Timely payment is essential. If any invoice remains unpaid beyond seven (7) calendar days after its due date, Psyche Innovations reserves the right to suspend provision of Services (including suspending user access to the Platform) until all overdue amounts are paid in full. We will provide notice (e.g., via email) before suspension. Interest may be charged on overdue amounts at a rate of two percent (2%) per month (or the maximum rate allowed by law, if less) accruing from the due date until paid. You agree to pay such interest and any costs of collection (such as reasonable attorney’s fees) incurred by us in recovering late payments.

6.6 No Payment Dependency. You acknowledge that your payment obligations to Psyche Innovations are not contingent on any payment or reimbursement you may receive from a third party. For example, if you are an intermediary or if you expected funding from a sponsor or employer to cover our Fees, that does not excuse your responsibility to pay our invoices on time. You must pay us punctually regardless of any third-party arrangements.

6.7 Refunds. Except as provided by law or expressly stated in a specific Service’s cancellation policy, Fees are non-refundable. If you cancel Services or terminate the Agreement before the end of a prepaid term (other than due to a material breach by Psyche Innovations, or as required under applicable consumer protection law), you will not be entitled to any refund for unused Services. In certain cases, at our sole discretion, we may offer pro-rated refunds or credits for future services as a goodwill gesture, but we are not obligated to do so. For example, if you paid for a workshop and cancel well in advance, we might offer a partial refund per our cancellation policy for that event; such policies will be communicated case-by-case or in the Service description.

6.8 Invoice Disputes. If you believe an invoice is incorrect or if you have a bona fide dispute regarding any charge, you must notify us in writing (e.g., email to our billing department) within 15 days of the invoice date, identifying the specific issue. We will work with you in good faith to resolve any billing disputes promptly. Any undisputed portion of the invoice must be paid on time. Once the dispute is resolved, any amount agreed to be payable (if any) must be paid immediately. Failure to timely dispute an invoice will be deemed acceptance of the charges.

7. Data Privacy and Protection

7.1 Compliance with Privacy Laws. Each party agrees to comply with all applicable data protection and privacy laws in relation to personal information processed under this Agreement. Psyche Innovations is a company based in South Africa and we adhere to the South African Protection of Personal Information Act, 2013 (“POPIA”). If you are located in other jurisdictions, we likewise endeavor to comply with applicable laws such as (where applicable) the EU General Data Protection Regulation (“GDPR”), UK Data Protection Act, and similar laws that impose obligations on service providers handling personal data. Our collection, use, storage, and sharing of personal information is further described in our Privacy Policy. By using the Services or providing us with personal data, you acknowledge that you have read our Privacy Policy.

7.1.1 Data Hosting Location. All user and client data is hosted on secure servers located within the European Union. This means we comply with the GDPR’s data transfer requirements, and use only processors that meet international security and privacy standards.

7.2 Roles of Parties. Depending on the circumstances, Psyche Innovations may act as a “Responsible Party” (or “Controller”) when we determine the purpose and means of processing personal data (for example, data we collect from individual users signing up directly to our Platform), or as an “Operator” (or “Processor”) when we process personal data on behalf of a client (for example, when an organization provides us a list of employee emails to set up accounts on the Platform, that organization may be the primary responsible party for that data and we operate per their instructions). In either role, we commit to handling personal information lawfully and securely.

7.3 Our Obligations as Processor. To the extent Psyche Innovations is processing personal information on your behalf (i.e., you are the responsible party/controller and we are the operator/processor), we will: (a) only process that personal information for the purposes of providing the Services and in accordance with your lawful instructions and this Agreement; (b) implement and maintain appropriate technical and organizational security measures to protect personal information against unauthorized or unlawful processing and against accidental loss, destruction, damage, theft, alteration or disclosure; (c) ensure that our staff and any sub-contractors who may process personal data are bound by obligations of confidentiality and data protection no less stringent than those in these Terms; and (d) assist you, where possible and at your cost, in responding to data subject requests or regulator inquiries relating to personal information that we process on your behalf. We also agree to notify you without undue delay if we become aware of any confirmed personal data breach affecting your data, and to provide you with sufficient information to meet any legal obligations to report or inform individuals, taking into account our obligations under law.

7.4 Your Obligations as Data Provider. If you (as a Client, especially an organizational client) provide us with personal information of third parties (for example, you send us a roster of employees or students to create user accounts, or you ask us to process survey results that include personal data), you represent and warrant that you have the necessary authority or consent to disclose that personal information to us for the intended use. You are responsible for complying with privacy laws as a data controller, which may include providing notices to data subjects, obtaining any required consents for processing, and handling individuals’ rights (such as access or deletion requests) – except for those obligations that by law fall on us as a processor. In particular, if minors’ data or special categories of personal data (like health or ethnic information) are involved, you confirm that all required parental consents or other legal bases are in place to allow us to process such data. You will indemnify and hold us harmless from any third-party claims or regulatory penalties that arise from your failure to have a lawful basis to share personal data with us or otherwise comply with data protection laws in relation to data you control.

7.5 Mutual Data Safeguards and Indemnity. Both Psyche Innovations and you (the Client) commit to process personal information received from the other party in accordance with each party’s published privacy policy (which each party will provide or make available upon request) and applicable law. Both parties will implement appropriate safeguards (in line with industry standards and legal requirements) to protect such personal information. Each party agrees to indemnify the other for any loss, damage, or claim suffered by the other party due to a breach of data protection laws caused by the first party’s failure to meet its obligations as either a responsible party/controller or operator/processor (as applicable). This means, for example, that if Psyche Innovations negligently mishandles personal data and that causes you to incur liability or costs, we will cover those losses to the extent required by law; conversely, if you provide us data that you weren’t authorized to share or otherwise violate data laws in using our services, you will be responsible for the consequences incurred by us.

7.6 Data Processing Agreements. In some cases, law may require additional contracts or terms to govern the processing of personal data (for instance, GDPR requires a detailed “Data Processing Agreement” (DPA) between controllers and processors, and certain jurisdictions require standard contractual clauses for international data transfers). Upon request by either party, the parties will negotiate in good faith and execute a separate DPA or addendum incorporating standard clauses or other required terms that supplement this Section 7, in order to ensure legal compliance. In the event of any conflict between this Section 7 and an executed DPA between the parties, the DPA terms will prevail to the extent of that conflict.

7.7 Data Retention and Deletion. We retain personal data only for as long as necessary to fulfill the purposes for which it was collected or as required by law or legitimate business needs. When this Agreement terminates or expires, and unless otherwise provided in another agreement or required by law, Psyche Innovations will cease processing any personal data provided by you and, upon your written request, will delete or anonymize such personal data within a reasonable period of time. (If return or transfer of data to you is requested and feasible, we can arrange that as well.) Note that users of our Platform (including your end-users) may have accounts or personal data stored in the Platform; our Privacy Policy details how individuals can exercise their rights regarding that data. We may retain certain information if necessary to comply with legal obligations or for backup purposes for a limited time, but will continue to protect any such retained data in accordance with this Agreement.

7.8 Confidentiality of Personal Data. We understand that personal information is sensitive. Psyche Innovations warrants that it has no intention of selling personal data or using it for any purpose outside the scope of delivering the Services, except as permitted in the Privacy Policy (for example, improving our services in an aggregated or de-identified manner). We also confirm that neither Psyche Innovations nor any of its principals have any record of criminal convictions or formal findings related to misuse of personal information. We take our role in safeguarding data seriously and hold ourselves to high ethical standards in handling personal information.

8. Intellectual Property

8.1 Psyche Innovations IP. All intellectual property rights in and to the Services and any materials provided or developed by Psyche Innovations under this Agreement are and shall remain the sole property of Psyche Innovations or its licensors. This includes, for example, the software and code behind our Platform; the design, logos, and trademarks of Psyche Innovations; the content of our assessments, curricula, and resources; and any training materials, manuals, or documentation we provide (unless such materials have been provided by you). When you pay for or use our Services, you are not buying the actual software or content – you are getting a limited, revocable, non-exclusive, non-transferable license to access and use those Services and materials for your own legitimate purposes, during the term of this Agreement and in accordance with these Terms. You agree that you will not, and will not permit any third party to, copy, modify, distribute, perform, display, sublicense, reverse engineer, or otherwise use any of Psyche Innovations’ intellectual property except as expressly allowed in this Agreement or with our prior written consent.

8.2 Client IP and License to Psyche. You (the Client) retain ownership of all intellectual property rights in any content, data, or materials that you provide to Psyche Innovations or upload into our Platform in the course of using the Services (“Client IP”). For example, any logo, text, or data file you supply to use in a workshop or any journal entries or user-generated content you create within the Platform remain yours. By providing or inputting Client IP into our systems or Services, you grant Psyche Innovations a non-exclusive, royalty-free, worldwide license to use, process, store, reproduce, and, if applicable, display or perform such Client IP solely for the purpose of delivering the Services and fulfilling our obligations to you. This license is limited to the term of the Agreement, except for backup copies or legal archival requirements. We will not use your content for any other purposes except as permitted by you or required for service provision. You represent that you have the necessary rights to grant us this license and that our use of your content as allowed by you will not infringe any third-party rights.

8.3 Trademark and Publicity. Psyche Innovations grants you a limited right, during the term of the Agreement, to use and display Psyche Innovations’ name, logo, and trademarks (“Psyche Marks”) strictly for the purpose of acknowledging or promoting the fact that you are using our Services, provided that you do so in a manner that is truthful and does not disparage or misrepresent Psyche Innovations. For example, an organizational client may include our logo in internal communications to announce the availability of the Psyche platform to employees, or mention our name in a newsletter about mental health initiatives. All such uses must comply with any branding guidelines we provide and are subject to our right to revoke permission if we, in our reasonable discretion, find any use objectionable. Except for this limited right, you obtain no rights in our trademarks or other brand features. Conversely, if you are an organization or professional, you may grant us permission to mention your name or display your logo on our website or marketing materials as part of our client portfolio or case studies. We will seek your prior consent before any such public use of your name or logo, and we will cease use upon your request. Any goodwill arising from use of the Psyche Marks inures to us, and any goodwill arising from use of your trademarks inures to you.

8.4 Feedback. We welcome your feedback and suggestions for improving our Services. If you provide any feedback, ideas, or suggestions to Psyche Innovations (“Feedback”), we may use such Feedback without any restriction or compensation to you. By providing Feedback, you grant us a worldwide, perpetual, irrevocable license to use and incorporate that Feedback into our products and services. You represent that your Feedback is not confidential or proprietary to a third party, and we are free to use it in any way. This clause is not intended to claim ownership of any of your protected inventions or works; it is simply to clarify that we can innovate based on input from our users.

9. Confidentiality

9.1 Definition of Confidential Information. “Confidential Information” means any non-public or proprietary information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) in connection with the Services or this Agreement, either directly or indirectly, in writing, orally, or by inspection of tangible objects, that is designated as “confidential” or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Psyche Innovations includes, for example, our software source code, pricing arrangements, product roadmaps, trade secrets, know-how, and any proprietary methodologies used in our assessments or training. Confidential Information of the Client includes any of your non-public data provided to us, business plans, or personal information about your employees or users. Confidential Information does not include information that (a) is or becomes publicly known through no breach by the Receiving Party, (b) was already lawfully known to the Receiving Party without confidentiality obligation before disclosure, (c) is lawfully provided by a third party without confidentiality obligations, or (d) is independently developed by the Receiving Party without use of the Disclosing Party’s confidential information.

9.2 Confidentiality Obligations. Both parties shall maintain the confidentiality of the other’s Confidential Information and shall not disclose it to any third party except to those affiliates, employees, contractors, or advisors who have a need to know it for the purpose of performing this Agreement and who are bound by confidentiality obligations at least as strict as those herein. The Receiving Party shall use the Disclosing Party’s Confidential Information only for purposes of fulfilling its obligations or exercising its rights under this Agreement and shall handle such information with the same degree of care as it uses to protect its own confidential information of a similar nature, and in no event less than reasonable care.

9.3 Compelled Disclosure. If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information of the Disclosing Party, it shall (to the extent legally permitted) give prompt written notice to the Disclosing Party to allow the Disclosing Party an opportunity to contest or limit the required disclosure. The Receiving Party shall disclose only that portion of Confidential Information which it is legally required to disclose and shall use commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed.

9.4 Return or Destruction. Upon termination of the Agreement or upon written request of the Disclosing Party, the Receiving Party will return or destroy (at the Disclosing Party’s choice) all Confidential Information of the Disclosing Party in its possession or control (including all copies and materials derived from it), except that the Receiving Party may retain one archival copy in its legal files for record-keeping purposes, subject to ongoing confidentiality obligations.

9.5 Duration. The obligations in this Section 9 will continue throughout the term of the Agreement and for a period of five (5) years after termination or expiration of the Agreement (or indefinitely, for trade secrets, as long as they remain trade secrets under applicable law).

10. Client Responsibilities and Acceptable Use

As the Client or user of our Services, you agree to the following obligations:

10.1 Timely Payment. You will pay all invoices and fees due to Psyche Innovations on time and in full, in accordance with the agreed payment terms (see Section 6). You will not unjustifiably withhold payment and will communicate promptly with us in case of any billing questions or disputes.

10.2 Provide Information and Cooperation. You will provide Psyche Innovations with all information, materials, and cooperation that we reasonably require to deliver the Services. This includes, for example, providing attendee lists or objectives before a workshop, furnishing any necessary technical information to integrate our Platform with your systems (if applicable), or ensuring that your device meets any minimum requirements for using our digital Services. You agree that the accuracy and completeness of information you provide may affect our ability to deliver the Services, and we will not be liable for any delays or deficiencies caused by your failure to provide required information or assistance.

10.3 Use Services for Intended Purpose. You will use the Services only for their intended and lawful purposes. You shall comply with all applicable laws and regulations in connection with your use of the Services. For instance, you will not use the Platform to attempt to diagnose medical conditions (since it is not a medical tool), and you will not use any Service to engage in unlawful discrimination, harassment, or any other illegal conduct. If you are provided with access credentials (user IDs, passwords, or codes), you will keep them confidential and not share them with unauthorized persons. You are responsible for any activity that occurs under your accounts or access codes. If you become aware of any unauthorized use of your account or any other breach of security, you must promptly notify Psyche Innovations.

10.4 No Harmful Behavior. You will not do anything (or allow any third party to do anything) that is likely to damage, disable, overburden, or impair the functioning of our Platform or Services, or that could interfere with any other party’s use of the Services. You agree not to introduce any malicious code (such as viruses or malware) into our systems, and not to attempt to gain unauthorized access to any part of our systems or data. You further agree not to use the Services to store or transmit any content that is unlawful, defamatory, obscene, abusive, invasive of privacy, or that infringes the rights of any third party.

10.5 Respect Our Reputation and Rights. You will not engage in any conduct that damages or is reasonably likely to damage the good name, reputation, or intellectual property of Psyche Innovations. This means you will not make false or misleading statements about our Services, and you will not misuse our trademarks or content in a way not permitted by these Terms. If you are an organizational client, you will also ensure that your employees and participants who use the Services comply with these obligations, and you will be responsible for their actions in connection with the Services.

10.6 Feedback and Testimonials. While not an obligation, we appreciate constructive feedback on our Services. If you encounter any issues or have suggestions, you agree to communicate these to us so we have an opportunity to address them. If you provide a testimonial or review of our Services, you should ensure it is truthful and accurately reflects your experience.

11. Psyche Innovations’ Responsibilities

Psyche Innovations is fully committed to delivering high-quality Services. We make the following commitments to you:

11.1 Provision of Services. We will deliver the Services in accordance with these Terms and any specifications or scope defined in the relevant Service Order. We will use reasonable care and skill consistent with industry standards in performing our obligations. Our team members will be properly trained or qualified for the tasks they undertake. For example, workshops or training sessions will be conducted by individuals with appropriate expertise in the subject matter (e.g., psychologists or experienced facilitators for mental health topics).

11.2 Best Interests of Client. We will act in good faith and in what we reasonably believe to be the best interests of the Client when delivering the Services. While the Services are provided to multiple clients, we will not favor another client’s interests in a way that would materially disadvantage you. If any situation arises that presents a conflict of interest, we will disclose it and work with you to resolve it.

11.3 Compliance and Ethics. Psyche Innovations shall comply with all applicable laws, regulations, and professional guidelines in the provision of Services. This includes maintaining any necessary licenses or approvals to operate (if applicable) and adhering to ethical standards, especially given the nature of mental wellness services. We will not knowingly do anything illegal or unsafe in the course of our work for you. We also expect our personnel to maintain professionalism and respect in all interactions with you and your participants.

11.4 Quality and Diligence. We represent that we are adequately experienced, organized, and resourced to carry out the Services as promised. We will exercise due care, diligence, and skill throughout our engagement. For digital services, we strive to maintain acceptable uptime and promptly address technical issues (though we cannot guarantee uninterrupted access at all times). For in-person services, we will arrive on time and prepared. If you have reasonable requests for information or status updates related to the Services, we will respond and provide such information within a reasonable time.

11.5 Client Feedback and Support. We will maintain reasonable channels for you to provide feedback or seek support (for example, an email or helpdesk for technical support, and a contact person for account management). We will do our best to address questions, feedback, or concerns you raise, and if any adjustments are needed to meet agreed objectives, we will discuss them with you. However, unless otherwise agreed, support will be provided during our normal business hours and response times may vary based on the nature of the request. We reserve the right to prioritize issues at our discretion (with urgent or service-down issues taking precedence).

11.6 No Misuse of Client Data or Name. We will not do anything within our reasonable control that prejudices the good name of the Client. Specifically, we will keep your Confidential Information secure and not disclose it except as permitted, we will not misuse any of your intellectual property or branding beyond what is allowed, and we will not make any public statements about our relationship with you that you have not approved (aside from factual statements that we provide services to you, as addressed in Section 8.3). If our work for you involves interacting with third parties or your own customers/employees, we will conduct ourselves in a manner that reflects positively on you.

11.7 Subcontractors. Psyche Innovations may employ subcontractors or third-party service providers to assist in delivering the Services (for example, using a third-party platform for video conferencing during a virtual workshop, or hiring a specialist trainer for a specific course). If we do so, we remain responsible for the work of those subcontractors as if it were performed by us directly. We will ensure any subcontractor is bound to the same standards of service, confidentiality, and data protection as required under these Terms. We will not delegate all of our responsibilities; our use of subcontractors will be for specific components or support, under our supervision. We will inform you upon request of any significant subcontractor we use for your Services.

12. Cancellation and Termination

12.1 Cancellation by Client (Termination for Convenience). We understand that circumstances can change. You may terminate this Agreement or cancel specific Services for convenience (i.e., without cause) by providing Psyche Innovations with at least thirty (30) calendar days’ prior written notice, unless a different notice period is specified for your Service or required by law. This notice should be sent to us via email or letter and should clearly indicate which Services you wish to cancel and the effective date of cancellation. Psyche Innovations may, at its sole discretion, agree to waive or shorten the notice period upon your request (for example, if you need to cancel on shorter notice, we will consider the impact and may allow it). If you cancel, you remain responsible for any Fees for Services already provided up to the effective termination date and any unpaid amounts due. We will issue a final invoice for any outstanding Fees (including pro-rated fees for any work performed but not yet billed, if applicable) and you agree to pay that final invoice within the normal payment terms. Except as otherwise provided in a refund policy or required by law, no refunds will be given for Services not used by you if you terminate for convenience (see Section 6.7).

12.2 Termination or Suspension by Psyche Innovations. Psyche Innovations may terminate this Agreement or suspend some or all Services in the following circumstances: (a) if you fail to pay any undisputed amount due and such failure continues for more than a reasonable grace period (e.g. 7 days) after notice from us (see Section 6.5 regarding suspension for late payment); (b) if you commit any material breach of these Terms (such as a serious violation of the acceptable use rules or misuse of our intellectual property) and fail to remedy that breach within five (5) business days after receiving written notice of the breach from us (if it’s a breach that can be cured); (c) if you repeatedly breach these Terms or violate the Terms of Use in a manner that indicates an inability or unwillingness to comply with our agreement; or (d) if we, in good faith, determine that continuing to provide Services to you would violate any law or regulation (for example, if sanctions regulations prohibit us from servicing your territory) or would risk significant harm or liability to Psyche Innovations or other users. In any of these cases, we may terminate the Agreement by giving you written notice describing the reason for termination. Termination in these circumstances will be effective immediately or as of the date specified in the termination notice. We will not be liable to you for any costs or damages resulting from a termination or suspension due to your breach or misconduct. If we suspend a service as a precaution, we will restore it when the issue is resolved (if resolution is possible and timely). Suspension is not the same as termination. If Services are suspended due to non-payment or breach, your Agreement continues and fees remain due unless we expressly terminate. We reserve the right to resume Services upon resolution of the issue.

12.3 Termination for Material Breach (by Either Party). Either party (Psyche Innovations or you) may terminate the Agreement immediately upon written notice if the other party commits a material breach of the Agreement and (if the breach is capable of remedy) fails to cure that breach within five (5) business days after receiving a written notice from the non-breaching party specifying the breach and requiring it to be remedied. If the breach is of a nature that cannot be cured (for example, a breach of confidentiality where information has already been disclosed, or an irreparable violation of intellectual property rights), the non-breaching party may terminate immediately upon notice, without a cure period. Additionally, if one party commits repeated minor breaches that collectively undermine the purpose of the Agreement, the other party may treat that pattern as a material breach. Termination under this clause does not waive any right to seek damages or other remedies for the breach that led to termination.

12.4 Effects of Termination. Upon termination or expiration of this Agreement for any reason:

• Ceasing of Services: Psyche Innovations will stop providing the terminated Services. All licenses or access rights granted to you for those Services will end, and you agree to immediately cease using any software, Platform, or materials that were provided for the purpose of the Services (except for any client-owned materials).
   

• Payment of Outstanding Amounts: You must promptly pay any outstanding Fees for Services rendered up to the termination date. In the event of termination by you for our material breach, if you have pre-paid any fees for a period that extends beyond the termination date, we will refund the pro-rata portion for Services not delivered due to early termination. In all other cases, Fees for the full term as contracted remain due (i.e., any unpaid installments for the initial term will become immediately due and payable, and no refund will be provided for pre-paid amounts).
   

• Return of Materials: Each party will return to the other or destroy (at the other party’s choice) all equipment, documents, and Confidential Information belonging to the other party that it has in its possession or control, except to the extent retention is permitted under Section 9 or required for compliance with legal obligations. For clarity, you must return or delete any of our confidential training materials or documentation, and we will likewise delete your confidential reports or data (subject to Section 7’s provisions for personal data).
   

• Continued Obligations: Any provision of this Agreement which, by its nature or express terms, should survive termination (such as confidentiality, intellectual property ownership, limitation of liability, indemnification, governing law, dispute resolution, and any payment obligations for fees incurred prior to termination) will survive and remain binding. Termination does not relieve either party from liability for breaches or liabilities incurred prior to termination.
   

12.5 Early Termination of Specific Services. If this Agreement covers multiple Services or a bundle of services, you may terminate one Service (e.g., decide to cancel a workshop booking) while continuing others, by mutual agreement or in accordance with the cancellation terms applicable to that specific Service. In such case, the Agreement remains effective for the remaining Services. Fees may be adjusted accordingly (for example, if discounts were applied for bundled services, terminating part of the bundle may revert remaining services to standard pricing).

12.6 Force Majeure Termination. In addition to the above, either party may terminate the Agreement with immediate effect by written notice if a Force Majeure event (defined in Section 15) makes it impossible or commercially impracticable to continue the performance of the Agreement for a continuous period of 60 days or more. In such case, neither party will be considered in default due to the non-performance caused by the force majeure, but you will still be responsible to pay for any Services that were actually delivered prior to termination.

13. Liability and Indemnification

13.1 Limitation of Liability. To the maximum extent permitted by applicable law, Psyche Innovations (including its directors, employees, affiliates, agents, and licensors) shall not be liable to you or any third party for any indirect, incidental, consequential, special, punitive, or exemplary damages of any kind, or for any loss of profits, loss of revenue, loss of anticipated savings, loss of data, loss of goodwill, or business interruption, arising out of or in connection with the Services or this Agreement. This limitation applies regardless of the theory of liability (contract, tort, negligence, strict liability, statutory or otherwise) and even if we have been advised of the possibility of such damages. You acknowledge that the Services, particularly those involving mental wellness education, are provided for informational and skill-building purposes on an “as is” and “as available” basis, and that results or outcomes are not guaranteed. Except in cases of our gross negligence, willful misconduct, or fraud, Psyche Innovations will not be liable for any damages or losses arising from the use of, or inability to use, the Services (including any decisions you make or actions you take based on information or tools provided through the Services). We make no express warranties and, to the extent allowed by law, we disclaim all implied warranties regarding the Services, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. In jurisdictions that do not allow the exclusion of certain warranties, we limit warranties to the shortest period and fullest extent permitted by law.

13.2 Cap on Monetary Liability. Where a liability cap is enforceable, and excluding the types of liability that cannot be limited by law (as described in Section 14 below for certain jurisdictions), the total aggregate liability of Psyche Innovations to you for all claims arising out of or relating to this Agreement or the Services (whether in contract, tort, breach of statutory duty or otherwise) shall not exceed the total amount of fees you paid to us for the Services in the twelve (12) months immediately preceding the event giving rise to the claim. If the duration of service has been less than twelve months, then the cap will be the total amount paid for the shorter period. This cap applies cumulatively across all claims and service types. You acknowledge that this cap is a reasonable allocation of risk and that without it, the fees charged would likely be higher.

13.3 Exceptions. Nothing in these Terms is intended to exclude or limit our liability for: (a) death or personal injury caused by our negligence or the negligence of our personnel (to the extent such liability cannot be excluded under law); (b) our fraud or fraudulent misrepresentation; or (c) any other liability which cannot be excluded or limited under applicable law (for example, certain statutory liabilities in consumer contracts may not be excludable). Additionally, the limitations in this section do not apply to any deliberate breach of confidentiality or intellectual property infringement by one party, for which that party would be fully liable for direct damages as determined by law.

13.4 Your Indemnification of Psyche Innovations. You agree to indemnify, defend, and hold harmless Psyche Innovations and its officers, directors, employees, contractors, and agents (“Indemnified Parties”) from and against any and all third-party claims, actions, proceedings, losses, damages, liabilities, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your breach of any term of this Agreement or any violation of law by you in connection with your use of the Services; (b) any content or data you submit, post, transmit, or otherwise use in connection with the Services (for instance, if you provide content that infringes someone’s intellectual property or privacy rights, or if you misuse personal data contrary to Section 7, and a claim is brought against us by an affected party); (c) your use of the Services in a manner not authorized by these Terms, including any use of the Services for purposes unintended or in violation of the law (e.g., using the platform to give medical advice when it is not designed or authorized for that purpose); or (d) if you are an organizational client, any claims by your end-users, employees, or participants against the Indemnified Parties in connection with the Services (except to the extent caused by our breach of this Agreement). We will: (i) promptly notify you of any such claim (provided that a delay in notification will only relieve you of your indemnification obligations to the extent you are prejudiced by that delay), (ii) permit you to control the defense and settlement of the claim, as long as the settlement fully releases the Indemnified Parties and does not impose any liability or admission of fault on them, and (iii) cooperate with you (at your expense) in the defense. We reserve the right to participate in the defense with counsel of our own choosing, at our own expense. Your indemnification obligation will survive termination of this Agreement.

13.5 Acknowledgment of Risk. You acknowledge and agree that there are inherent risks in mental health and wellness activities. Our Services are intended to provide tools, information, and support for improvement, but they do not guarantee any particular outcome. You (and your end-users, if applicable) are ultimately responsible for how you apply what you learn or do through the Services. Psyche Innovations is not liable for any decisions you make as a result of information or analysis provided through the Services, nor for any consequences of those decisions. For example, any self-assessment results or AI Journal insights should be considered as guidance or educational content – if you have serious mental health concerns, you should seek help from a qualified professional. You use our Services at your own risk, and you assume full responsibility for any actions taken based on our Services.

14. Dispute Resolution

14.1 Amicable Negotiation. In the event of any controversy, claim, or dispute arising out of or relating to this Agreement or the Services, the parties agree to first attempt to resolve the matter amicably through good-faith negotiations. A party asserting a dispute shall provide written notice to the other party summarizing the issue. Representatives of each party with decision-making authority shall meet (or confer by phone/video conference) within a reasonable time (not to exceed 10 business days from notice, unless otherwise agreed) to discuss the matter and seek a mutually agreeable solution. Both parties will make reasonable efforts to resolve any dispute through dialogue, keeping in mind the best interests of both and the spirit of collaboration in which these Services are provided.

14.2 Mediation. If a dispute is not resolved through direct negotiation within a reasonable period (for example, 30 days from the initial dispute notice, unless the parties agree to extend negotiations), the parties may mutually agree to try resolving it through mediation. Mediation is a voluntary, non-binding process in which a neutral mediator helps facilitate a resolution. If both parties consent, they will work together to appoint an independent mediator (potentially someone with experience in technology or service agreements or mental health services, depending on the nature of the dispute). The mediator’s fees and any mediation administrative costs will be shared equally between the parties, unless agreed otherwise. Each party will bear its own attorneys’ fees for the mediation. Mediation can be conducted in person or via an online/telephonic forum as suits the parties. If mediation fails to result in a settlement acceptable to both parties, either party may proceed with arbitration as described below.

14.3 Arbitration. Any dispute, disagreement, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, that is not resolved through negotiation or mediation as set forth above, shall be finally resolved by binding arbitration. The arbitration will be conducted in South Africa, in accordance with the Rules of the Arbitration Foundation of Southern Africa (AFSA) (or any successor to those rules) applicable to expedited or fast-track arbitrations, except to the extent the parties agree to a different procedure. The arbitration will be administered by AFSA. There shall be a single arbitrator appointed by Psyche Innovations; however, the arbitrator must be impartial and suitably qualified (for example, an attorney experienced in commercial contracts). If you have an objection to the arbitrator selected by us, you may raise it with AFSA and AFSA’s rules for challenging an arbitrator will apply. The arbitration proceedings and any award shall be confidential, except as needed to enforce the award. The arbitrator’s award shall be in writing and provide reasons for the decision, and it shall be final and binding on both parties. Judgment on the arbitration award may be entered in any court having jurisdiction. Each party will bear its own legal fees and costs in the arbitration, and the costs of the arbitrator and AFSA will be split equally, unless the arbitrator decides a different allocation is necessary (for example, in a frivolous or bad-faith claim scenario).

14.4 Exception – Urgent Relief: Notwithstanding the above, either party may seek interim or preliminary injunctive relief (a temporary restraining order or preliminary injunction) from a court of competent jurisdiction if necessary to prevent imminent or irreparable harm (for example, misuse of intellectual property or confidential information) and such relief cannot await the outcome of the arbitration. This request shall not be deemed incompatible with the agreement to arbitrate or a waiver of that agreement.

14.5 No Publicity of Disputes. The parties mutually agree that they will not publish or announce the existence of any dispute or the details of any dispute between them on any public forum, social media, or press. This mutual non-disparagement and confidentiality of disputes is important to protect both parties’ reputations, especially given the sensitivity around mental health services. A party breaching this clause (by publicizing unilaterally) acknowledges that such action may cause harm to the other party’s reputation or business, for which damages may be sought in court or considered by the arbitrator. This clause does not prohibit either party from privately discussing the dispute with their legal advisors, financial advisors, or making necessary disclosures to their management or board, or as required by law (such as in a legal filing).

14.6 Consumer Remedies and Regulatory Bodies. Nothing in this Section 14 precludes or prevents you (especially if you are an individual consumer) from seeking assistance or remedies from any regulatory body or ombudsperson as provided under applicable law. For example, if a law provides that a consumer may lodge a complaint with a consumer protection tribunal or other statutory adjudicator, you are free to do so. Additionally, if law in your jurisdiction prohibits mandatory arbitration or gives you the right to opt out of arbitration for certain types of disputes, we will not enforce the arbitration clause to the extent prohibited by law (see the Jurisdiction-Specific terms in Section 14.8 below). Our goal is to resolve any issues in a fair and efficient manner, and we encourage open communication as a first step.

14.7 Continued Performance. Except for the matters under dispute, the parties shall continue to perform their obligations under this Agreement during the dispute resolution process, unless doing so would be impossible or impracticable under the circumstances. For instance, if you dispute a specific charge on an invoice, you should pay the undisputed portions and we will continue providing Services while the dispute is being resolved.

14.8 Governing Law. This Agreement and any dispute or claim (whether in contract, tort or otherwise) arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the laws of the Republic of South Africa, without giving effect to any conflict of laws principles. The choice of South African law is made to provide a uniform interpretation of this Agreement, as Psyche Innovations is based in South Africa. However, we acknowledge that consumers in other countries have mandatory protections under their local laws; nothing in this Governing Law clause overrides any minimum rights you have as a consumer under the law of your country of residence (see Section 14.9 below).

14.9 Jurisdiction. Subject to the arbitration clause above, the parties consent to the jurisdiction of the courts of South Africa (in particular, the Western Cape High Court, Cape Town, or its successor) for adjudicating any action or proceeding arising out of or relating to this Agreement that is permitted to be brought in a court of law. That said, if you are a consumer based outside of South Africa and your local laws give you the right to bring an action in your local courts (despite this jurisdiction clause), then disputes may be heard in those courts as allowed. The prevailing party in any court action shall be entitled to recover its reasonable legal fees and costs from the other party, to the extent allowed by law or determined by the court.

14.10 Additional Rights for Certain Jurisdictions. We strive to draft these Terms to be globally fair, but we recognize that certain legal provisions must be highlighted for specific countries. The following country-specific terms are in addition to (and, where inconsistent, override) the terms above, as required by applicable law:

• 14.10.1. United States: If you are a consumer residing in the United States, please note that some of the disclaimers and limitations of liability in this Agreement may not apply to you fully. Certain states do not allow the exclusion of implied warranties or the exclusion or limitation of certain damages. To the extent that U.S. federal or state law prohibits the exclusion of implied warranties, any such warranties are limited to the shortest duration permitted. To the extent that certain damages cannot be excluded or limited by law, the limitations in this Agreement shall apply to you only to the extent permitted. Nothing in this Agreement is intended to violate any consumer protection law; and if any provision does so, it shall be interpreted to limit itself to the extent necessary to comply with the law. Additionally, if applicable law (such as laws in California or other states) gives you the right to pursue a complaint or remedy (for example, through a state consumer protection agency or to pursue statutory damages), those rights are not waived by you. The arbitration clause above is governed by the U.S. Federal Arbitration Act and is intended to be broadly enforceable; however, if your state’s laws do not allow binding pre-dispute arbitration or class action waiver for certain disputes, we will abide by those laws to the extent they apply to our relationship with you. In the absence of any overriding law, you and we agree that any dispute resolution will be conducted on an individual, not class-wide, basis (you waive any right to participate in a class or representative action, to the extent permitted by law).
   

• 14.10.2. United Kingdom: If you are in the UK and are dealing with us as a consumer, nothing in this Agreement shall exclude or limit any of your rights under the Consumer Rights Act 2015 or other applicable UK consumer laws. In particular, Services must be provided with reasonable care and skill, and digital content provided must be as described and of satisfactory quality; we will comply with those standards. Nothing in these Terms limits or excludes our liability for: (a) death or personal injury caused by our negligence (or that of our employees or agents); (b) our fraud or fraudulent misrepresentation; or (c) any breach of obligations implied by applicable law that cannot be excluded by contract. Outside of those exceptions, our liability to you shall be limited as set out in Section 13 above. If you are a business user in the UK (not a consumer), to the fullest extent permitted by law, we exclude the implied conditions, warranties or other terms as to satisfactory quality and fitness for purpose. Additionally, if you are a consumer, any dispute which we cannot resolve through the above mechanisms may be referred by you to alternative dispute resolution (ADR) as per UK regulations or to the UK courts. These Terms will not affect any statutory rights you have that cannot be waived or limited by contract.
   

• 14.10.3. Canada: If you are in Canada, the limitations and exclusions of liability in this Agreement shall not apply to the extent prohibited by the laws of your province or territory of residence. For example, if you are a consumer in Québec, the following provisions may not apply to you: the disclaimer of warranties to the extent it excludes legal warranties under the Civil Code of Québec, any requirement that you indemnify us beyond what Quebec law allows, and the arbitration clause may not be binding since Quebec’s consumer protection law can prohibit mandatory arbitration clauses for consumer contracts. Specifically, residents of Québec have rights under the Quebec Consumer Protection Act, and none of those rights are intended to be diminished by these Terms. In any event, nothing in these Terms will be interpreted to limit any consumer rights under federal or provincial consumer protection legislation in Canada. If you qualify as a consumer under such laws, you may have additional remedies such as mediation through consumer affairs offices, which these Terms do not preclude. Also, if you are a resident of Québec, any litigation arising from these Terms may be brought in the judicial district of your residence. The parties have expressly requested that these Terms and all related documents be drafted in English. Les parties ont expressément demandé que ce document ainsi que tous les documents auxquels il réfère soient rédigés en anglais.
   

• 14.10.4. Australia: Nothing in these Terms is intended to exclude, restrict or modify any rights or guarantees you may have under the Australian Consumer Law (ACL) or other Australian legislation. Our Services come with guarantees that cannot be excluded under the ACL. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the Services re-supplied or money refunded if the Services fail to be of acceptable quality and the failure does not amount to a major failure. In this section, “major failure” has the same meaning as under the ACL. To the extent we are permitted by ACL to limit our liability for any non-major failure, our liability is limited, at our option, to supplying the services again or payment of the cost of having the services supplied again. If any other warranties or representations are implied into this Agreement by the ACL or other law and cannot be excluded, then to the extent permitted by law, our liability for breach of such warranty is limited as set forth above. Additionally, if you are a business (as defined under the ACL) and the Services are not of a kind ordinarily acquired for personal, domestic, or household use, then you agree that the guarantees and rights under the ACL in respect of our Services are excluded (to the extent permitted by law).
   

• 14.10.5. New Zealand: For consumers in New Zealand, nothing in these Terms will limit any rights or remedies you may have under the New Zealand Consumer Guarantees Act 1993 (CGA) or the Fair Trading Act 1986. If you are acquiring our Services for personal, domestic, or household use, then you have certain guarantees under the CGA about the quality and fitness of services, which cannot be excluded. If you are a business client (using the Services for business purposes), then you agree, to the maximum extent permitted by law, that the provisions of the Consumer Guarantees Act 1993 do not apply to this Agreement or the Services. Both parties agree that they are in trade, are acquiring or supplying the Services in trade, and that the provisions of the Fair Trading Act 1986 that might otherwise apply to misleading or deceptive conduct do not apply, to the extent permitted by law, and that it is fair and reasonable to exclude their application. This means if you are a business, you acknowledge you had the opportunity to seek advice and are not relying on any representations other than those expressly set out in this Agreement.
   

(If you are unsure of your rights under your local jurisdiction, you may consult local consumer advice organizations. The above provisions aim to ensure compliance with major jurisdictions’ consumer laws and to clarify how these Terms apply in different countries.)

15. Force Majeure

15.1 Definition: Force Majeure refers to any event or circumstance beyond a party’s reasonable control that prevents or delays that party from performing its obligations under this Agreement. Such events include, but are not limited to: acts of God (like floods, earthquakes, hurricanes, or other natural disasters), fire or explosions, epidemics or pandemics (including COVID-19 or any resulting government lockdowns or restrictions), war, civil unrest, acts of terrorism, riots, or other violent disturbances, government orders or laws (such as changes in law, sanctions, embargoes, or government actions preventing performance), labour disputes (like strikes or lockouts), utility failures or communications outages (such as prolonged electricity load-shedding, internet outages, or failure of hosting services), or any other similar cause beyond the reasonable control of the affected party.

15.2 No Liability for Delays: Neither party shall be liable for any delay in performing, or failure to perform, any obligation (except payment obligations) under this Agreement if such delay or failure is due to a Force Majeure event. The performance of the affected obligation is deemed suspended for the duration of the Force Majeure condition. The party affected by Force Majeure shall use reasonable efforts to mitigate the impact of the event and resume full performance as soon as practicable.

15.3 Notification: If a Force Majeure event occurs that is likely to materially affect a party’s performance, that party shall notify the other party as soon as reasonably possible, describing the nature of the event and its expected impact on performance. The affected party should also provide a good-faith estimate of the likely duration of the Force Majeure event, if known, and keep the other party updated on developments.

15.4 Rights in Case of Extended Force Majeure: If the Force Majeure event continues for an extended period (for example, more than 30 consecutive days) such that a material obligation under this Agreement (like providing core Services or making necessary facilities available) is not fulfilled, the parties will discuss in good faith an equitable solution, such as adjusting delivery schedules or compensation. If the Force Majeure persists for 60 days or more, either party may choose to terminate this Agreement (or the affected Services) by giving written notice to the other (per Section 12.6). In such case, each party will bear its own losses; you will pay for any Services delivered up to the termination date, and both parties will be excused from performing further obligations for the duration of the Force Majeure.

15.5 Exclusions: An event will not excuse performance if it is something that could have been overcome by reasonable measures of the affected party or is a result of that party’s own negligence or malfeasance. Also, financial hardship or inability to pay is not considered Force Majeure (for instance, currency devaluation or loss of funding sources does not let you out of payment obligations; likewise, an internal company issue at Psyche Innovations like a management problem isn’t Force Majeure if it was within our control).

16. General Provisions

16.1 Entire Agreement. This Terms of Service, together with any Service Order(s), Annexures, the Privacy Policy, Terms of Use, and any other documents expressly referenced herein or mutually executed in connection with this Agreement, constitute the entire agreement between you and Psyche Innovations with respect to the subject matter hereof, and supersede all prior or contemporaneous communications, understandings, or agreements (whether oral or written) regarding such subject matter. Each party acknowledges that in entering into this Agreement, it has not relied on any representations, warranties, or promises not expressly set forth in these Terms or the documents incorporated. Any terms and conditions that you may provide (for example, on a purchase order or sign-up form) which are in addition to or inconsistent with this Agreement are void, unless specifically agreed in writing by Psyche Innovations (execution of a Client’s purchase order solely for processing purposes shall not constitute agreement to any terms printed or referenced thereon that conflict with this Agreement).

16.2 Amendments and Changes. Psyche Innovations may update or modify these Terms from time to time, particularly to comply with new laws or reflect changes in our Services.

• If you have a current Service Term or subscription: We will notify you of any material changes to the Terms (for example, via email or via an in-app notification) at least 30 days before the change takes effect, except if the changes are required by law to take effect sooner. If you object to the updated Terms, you may terminate the Agreement by providing written notice to us before the changes become effective, and we will refund any pre-paid Fees for the period after termination (if applicable). Your continued use of the Services after the effective date of updated Terms will constitute your acceptance of the changes.
   

• If you are accepting these Terms for the first time online: The Terms posted at the time of your acceptance govern your use. We may require you to accept updated Terms upon your next login or purchase if they have changed.
   

• Any mutual changes or additions (such as negotiated amendments or additional clauses) must be in writing and signed or explicitly agreed by both parties (electronically or by hand) to be valid. No verbal alterations will be binding.

(For clarity, this clause is not intended to allow unilateral changes of significant, fixed commercial terms mid-term for B2B contracts; it’s primarily to ensure our general Terms can evolve with new features or legal requirements, and that long-term clients are informed of their rights if that happens.)

16.3 No Waiver. No failure or delay by either party in exercising any right, power, or remedy under this Agreement (and no partial exercise of any right) shall operate as a waiver of that or any other right, nor shall it preclude or restrict any further exercise of that or any other right. In other words, if we do not immediately enforce a provision of these Terms (for example, not insisting on a late fee or not strictly enforcing a use restriction), that does not mean we waive our right to enforce it in the future. Any waiver of a right or remedy under this Agreement must be in writing and signed by the party granting the waiver, and such waiver shall apply only to the specific instance and purpose stated.

16.4 Rights and Remedies Cumulative. Unless expressly stated otherwise, the rights, powers, and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law. This means a party can pursue any and all available legal or equitable remedies for breach or enforcement of this Agreement; electing one remedy (like terminating the contract) does not prevent seeking another (like damages), except to the extent one remedy explicitly replaces or excludes another by law or by terms of this Agreement.

16.5 Assignment. You may not assign or transfer this Agreement (in whole or in part), nor delegate any of your obligations or rights hereunder, without the prior written consent of Psyche Innovations. Any attempted assignment by you without our consent will be null and void. Psyche Innovations may assign this Agreement, in whole or part, or any of its rights or obligations, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to this Agreement, or by operation of law. We will notify you of any such assignment. Subject to the foregoing, this Agreement will inure to the benefit of and bind the parties’ respective successors and permitted assigns.

16.6 Notices. All legal notices or communications required or permitted under this Agreement shall be in writing and shall be delivered by hand, sent by registered post or courier, or by email (with delivery confirmation) to the recipient party at the address specified below or such other address as either party may designate by notice:

• To Psyche Innovations: 147 Dorp Street, Apartment 5, Stellenbosch, Western Cape, 7600, South Africa. Email: info@psycheinnovations.com (Attn: Legal Department).
   

• To Client: The physical or email address associated with your account or provided in your most recent order/proposal, or such address as you provide in writing for notice purposes.
   

Notices will be deemed given: (i) if delivered by hand, on the date of delivery; (ii) if sent by courier or registered mail, on the date of receipt as confirmed by the delivery service; (iii) if sent by email, on the date the email was transmitted (as long as no bounce-back or error message was received and a confirmation or reply is obtained; if email is used for formal notice, it is recommended to request a read receipt or follow up to ensure it was seen). Routine communications (like day-to-day operational emails or support requests) can be sent via normal email to your contact person at Psyche Innovations or to you at the email on record, and need not follow the formal notice process.

16.7 Severability. If any provision of this Agreement is found by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, that provision (or the offending portion) shall be deemed modified to the minimum extent necessary to make it valid and enforceable. If such modification is not possible, the provision shall be severed from this Agreement. All other provisions of the Agreement will remain in full force and effect. In lieu of the invalid provision, the parties (or the court/arbitrator) shall endeavor to add a valid provision that reflects the original intent and economic effect of the invalid provision as closely as possible.

16.8 No Third-Party Beneficiaries. This Agreement is made for the benefit of the parties and their permitted successors and assigns, and is not intended to benefit or be enforceable by any third party, except that the indemnified parties referenced in the Indemnification section (e.g., our employees and agents) shall have the right to claim the benefits of the indemnities. Apart from that exception, no person who is not a party to this Agreement shall have any right to enforce any term of this Agreement.

16.9 Relationship of Parties. (Restated for emphasis) The parties are independent contracting entities, and nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture, or agency relationship between them. Neither party has the right or authority to make any contract, representation, or commitment on behalf of the other.

16.10 Governing Language. This Agreement is executed in the English language. If we provide a translation of these Terms into another language, it is for convenience only. In the event of any inconsistency or conflict between the English version and a translated version, the English version shall prevail and be binding. All communications and notices to be made or given pursuant to this Agreement must be in English.

16.11 Headings. The headings and section titles in this Agreement are for convenience only and shall not affect the interpretation of any provision. Any examples given in this Agreement (denoted by words like “including”, “for example”, “such as”) are illustrative and not exhaustive, and do not limit the scope of the provision in which they appear.

16.12 Counterparts and Electronic Acceptance. If this Agreement (or any Order or amendment) is executed physically by the parties, it may be executed in counterparts, each of which will be deemed an original, and all counterparts together will constitute one instrument. Signatures transmitted by facsimile, by electronic mail in PDF or via a recognized e-signature service (e.g., DocuSign), shall be deemed valid execution of the Agreement and legally binding on the parties. If you are accepting this Agreement through an online click-through or sign-up, no physical signature is required; your electronic acceptance or commencement of use constitutes execution of the Agreement effective on the date of acceptance.

 

By using Psyche Innovations’ Services or by otherwise indicating your acceptance of this Agreement, you confirm that you have read these Terms of Service, understand them, and agree to be bound by them. If you have any questions or concerns about these Terms, please contact us at info@psycheinnovations.com before using the Services.