These Terms of Service (“Terms”) govern access to and use of the CoreOps operational software platform (“Service”, “Platform”, “CoreOps”, “we”, “us”, “our”), a business operating from South Africa. By registering for, accessing, or using CoreOps, you (“Customer”, “you”) agree to these Terms. If you are entering into these Terms on behalf of a business, you confirm you have authority to bind that business.

Where CoreOps and a Customer have entered into a separate signed agreement, order form, proposal, or subscription agreement that expressly governs the relationship (an “Order Form”), the Order Form takes precedence over these Terms to the extent of any conflict, and these Terms apply to matters the Order Form does not address.

• “Platform” / “Service” — the CoreOps software, including the back-office application, Sales Terminal, and related mobile or web applications, and all modules made available to Customer.
• “Customer” — the business or individual registered for, or granted access to, the Service.
• “Authorised User” — an individual authorised by Customer to access the Service under Customer’s account.
• “Customer Data” — all data submitted to, or generated through Customer’s use of, the Platform, including business, financial, inventory, and personal information belonging to Customer’s own employees, customers, and suppliers.
• “Order Form” — as defined in clause 1.
• “Third-Party Services” — Xero, sales channel platforms, Google Cloud Document AI, and other external services that may be connected to the Platform at Customer’s election.

The Service is intended for use by businesses and their authorised representatives, not by consumers acting in a purely personal capacity. You must be legally able to enter into a binding contract to use the Service.

Accounts are set up for a Customer’s business as part of onboarding, or by an existing Owner- or Admin-level Authorised User inviting further Authorised Users. Customer is responsible for the accuracy of information provided at registration and for keeping it up to date.

CoreOps provides a cloud-based operational software platform covering functions such as inventory, purchasing, manufacturing, sales, wholesale, reporting, and integration with Xero and other Third-Party Services, as made available under Customer’s specific subscription. CoreOps may add, change, or discontinue features from time to time, as described in clause 29.

CoreOps is billed on a monthly subscription basis, with fees payable in advance for each billing period. Where online subscription billing is enabled for Customer’s account, fees are collected automatically on a recurring basis through CoreOps’s payment provider until the subscription is cancelled in accordance with clause 8.

Customer may sign up for the Service online and select a published subscription plan, or, for a custom or enterprise arrangement, access, the modules included, and the applicable billing arrangement may instead be set out in an Order Form or equivalent written confirmation agreed between CoreOps and Customer. Where no active subscription exists, no subscription fees are payable and access is provided on a trial basis only, subject to clause 9. Fees are exclusive of VAT or other applicable taxes unless stated otherwise.

CoreOps subscription fees are subject to an annual price adjustment of 7%, effective on 1 March of each year.

Customer will be notified of the applicable price adjustment at least 30 daysbefore the adjustment takes effect. The adjusted subscription fee will automatically apply from the effective date and will be reflected in Customer’s applicable subscription, billing records, and future invoices.

The annual price adjustment does not require separate Customer acceptance or acknowledgement, provided that the adjustment is made in accordance with these Terms. By continuing to use the Service after the effective date of the adjustment, Customer agrees to pay the adjusted subscription fee.

Where Customer subscribes to the Service online or fees are otherwise billed on a recurring basis, fees are charged in advance for the billing period selected (monthly) and are non-refundable, except as required by law.

Customer may cancel a subscription at any time. Cancellation takes effect at the end of the then-current billing period; Customer retains access to the Service until that date, and no refund is given for the unused portion of a period in which Customer cancels partway through.

No fees are charged during a free trial, and ending a trial does not give rise to a refund. Where Customer is billed under a separate Order Form, the cancellation and refund terms of that Order Form govern instead of this clause, to the extent they conflict. To cancel a subscription, use the cancellation option in Customer’s account or contact info@coreopsapp.com.

CoreOps may make trial access available at its discretion. Trial data may be reset or deleted at any time and should not be relied on for production use. CoreOps may end trial access at any time without liability.

Customer will:

• keep login credentials, PINs, and manager approval codes confidential and secure;
• ensure Authorised Users only have the level of access appropriate to their role, and promptly remove access for users who leave or no longer require it;
• provide accurate information and keep Customer Data reasonably accurate and up to date;
• obtain any necessary consent or other legal basis before entering personal information belonging to its own employees, customers, or suppliers into the Platform;
• use the Service in compliance with applicable law; and
• notify CoreOps promptly of any suspected unauthorised access to, or security incident involving, its account.

CoreOps is not liable for loss arising from compromised login credentials or PINs where Customer did not follow reasonable security practices, such as keeping credentials confidential and removing access promptly when no longer needed.

As between CoreOps and Customer, Customer owns all Customer Data. CoreOps does not claim ownership of Customer Data. Customer grants CoreOps the rights necessary to host, process, transmit, and otherwise use Customer Data solely as required to provide, secure, maintain, and improve the Service, and as otherwise permitted under these Terms and applicable law. CoreOps may use aggregated or de-identified data, from which Customer or any individual cannot reasonably be identified, for analytics, benchmarking, and improving the Service.

CoreOps processes personal information within Customer Data as a service provider (an Operator, as that term is used in POPIA) acting on Customer’s instructions. Customer is responsible, as controller/Responsible Party, for ensuring it has a lawful basis to provide such personal information to CoreOps. Further detail is set out in our Privacy Policy, which forms part of these Terms.

The Platform can be connected, at Customer’s election, to Third-Party Services including Xero, sales channel platforms (such as Shopify, WooCommerce, Takealot, Amazon, and Wix), and Google Cloud Document AI for OCR. Customer is responsible for complying with the terms of any Third-Party Service it connects. CoreOps is not responsible for the availability, accuracy, security, or acts or omissions of any Third-Party Service, and does not guarantee that any Third-Party Service will remain available or compatible with the Platform. If a Third-Party Service changes its API, becomes unavailable, or terminates access, CoreOps will make reasonable efforts to adapt, but does not guarantee continuity of any specific integration.

Where Customer connects the Platform to Xero, CoreOps will post transactions (such as sales, purchases, and journals) to Customer’s connected Xero organisation as configured by Customer. Xero is a separate product operated by Xero Limited and is governed by Xero’s own terms of service and privacy policy.

CoreOps is not an accounting firm, does not provide accounting, tax, or audit services, and does not guarantee the accuracy of any accounting or tax outcome. Customer remains solely responsible for its own accounting records, tax filings, and regulatory compliance, and should consult a qualified accountant or tax advisor — including where Customer operates outside South Africa and is subject to a different tax regime (for example, GST in New Zealand).

CoreOps and its licensors own or license all right, title, and interest in the Platform, including its software, source code, user interface, design, and the CoreOps name and branding. Subject to these Terms and any applicable Order Form, CoreOps grants Customer a limited, non-exclusive, non-transferable right to access and use the Service for Customer’s internal business purposes during the applicable subscription term. No rights are granted except as expressly set out in these Terms. Customer retains all rights in Customer Data.

Customer will not, and will ensure Authorised Users do not:

• use the Service for any unlawful purpose or in violation of applicable law;
• attempt to gain unauthorised access to the Service or related systems;
• interfere with or disrupt the integrity or performance of the Service;
• introduce viruses, malware, or other harmful code;
• reverse engineer, decompile, or attempt to extract source code from the Service, except to the extent expressly permitted by law;
• circumvent or attempt to circumvent security or access controls;
• use the Service’s APIs in a way that abuses rate limits or degrades the Service for other customers; or
• use the Service to infringe the intellectual property or other rights of any third party.

CoreOps will use commercially reasonable efforts to make the Service available, but does not guarantee uninterrupted, error-free, or 100% available operation. The Service may be unavailable from time to time due to maintenance, updates, or circumstances outside CoreOps’s reasonable control, including outages of third-party infrastructure providers (such as Supabase or Vercel) or Third-Party Services. Except where expressly agreed in an Order Form, no service level agreement or uptime commitment applies.

CoreOps performs routine backups of the Platform for disaster-recovery purposes, but does not guarantee that backups will be recoverable in every circumstance, and this does not replace Customer’s own obligation to retain records required by law. CoreOps may modify, improve, replace, redesign, or discontinue features of the Service from time to time, provided this does not materially reduce the overall functionality of the modules Customer is actively subscribed to.

CoreOps provides support through the channels and during the hours communicated to Customer. Specific support commitments or response times, if any, are set out in Customer’s Order Form. Where no commitment has been agreed, CoreOps will use reasonable efforts to respond to support requests in a timely manner. Support does not include custom development, correcting data entered incorrectly by Customer, on-site assistance, or support for third-party software, unless separately agreed in writing.

CoreOps may from time to time designate certain functionality as a beta or experimental feature. CoreOps may modify, suspend, or discontinue any beta feature at any time without liability to Customer, and beta features should not be relied on for production use unless CoreOps confirms otherwise.

Each party will keep confidential the other party’s non-public business, technical, and financial information disclosed in connection with these Terms, and will use it only to perform its obligations or exercise its rights under these Terms, except information that becomes public through no breach of these Terms, was already known to the receiving party, is lawfully received from another source, or must be disclosed by law.

CoreOps may access Customer Data only to the extent strictly necessary to provide support, investigate technical issues, comply with legal obligations, or protect the security and integrity of the Service. CoreOps personnel with such access are subject to confidentiality obligations. CoreOps maintains audit logs of privacy- and security-relevant actions to preserve the integrity of the Platform; these logs form part of the Platform’s integrity controls and cannot be altered or deleted by Customer.

The Service is provided on an “as is” and “as available” basis. Except as expressly stated in these Terms or an applicable Order Form, CoreOps disclaims all warranties, express or implied, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement, to the maximum extent permitted by law.

The Platform is a software tool and does not constitute accounting, tax, legal, or financial advice. CoreOps provides tools for inventory, manufacturing, purchasing, costing, and other operational management — it does not make Customer’s business decisions. Customer remains responsible for reviewing data entered into the Platform, confirming quantities and costs, reviewing manufacturing and stock records, and obtaining professional advice and making its own operational, accounting, tax, and regulatory decisions, before relying on any figure produced by the Platform.

To the maximum extent permitted by law, and except for liability that cannot be limited or excluded by law (including liability for gross negligence, wilful misconduct, or fraud):

• neither party will be liable to the other for indirect, incidental, special, consequential, or punitive damages, including loss of profit, revenue, business, or data; and
• CoreOps’s total aggregate liability arising out of or in connection with these Terms, whether in contract, delict/tort, or otherwise, will not exceed the total fees paid by Customer to CoreOps in the three (3) months immediately preceding the event giving rise to the claim, unless a different amount is expressly agreed in an Order Form.

No claim arising out of or in connection with these Terms may be brought more than twelve (12) months after the event giving rise to it, except where a longer period is required by law. This section is intended to be read together with, and does not override, any liability provision expressly agreed in an Order Form.

Customer will indemnify and hold CoreOps harmless from third-party claims, losses, and reasonable costs arising from Customer’s misuse of the Service, violation of these Terms or applicable law, or infringement of a third party’s rights through Customer Data or Customer’s use of the Service, except to the extent caused by CoreOps’s breach of these Terms.

CoreOps is not liable for failures arising from Customer’s internet connection, electrical supply, local network, routers, printers, barcode scanners, point-of-sale hardware, or any other third-party hardware not supplied by CoreOps.

CoreOps may suspend Customer’s or an Authorised User’s access to the Service, in whole or in part, where reasonably necessary to protect the security or integrity of the Service, prevent harm to CoreOps or other customers, investigate suspected abuse or illegal activity, or address a material breach of these Terms, including non-payment of undisputed fees. Where reasonably possible, CoreOps will give notice before suspending access.

Either party may terminate as set out in an applicable Order Form, or, where no Order Form governs term or notice, on 30 days’ written notice to the other party. CoreOps may terminate immediately on written notice for Customer’s material breach (including non-payment of undisputed fees) that is not remedied within a reasonable period after written notice.

On termination, Customer’s right to access the Service ends. Provisions that by their nature should survive termination — including intellectual property, confidentiality, data export, disclaimers, and limitation of liability — survive termination.

Following termination, CoreOps will make Customer Data available for export in a usable format (such as CSV) on request, for a reasonable period after termination (typically 30 days, or as otherwise agreed in an Order Form). After that period, CoreOps may delete Customer Data from its active systems, subject to any legal retention requirement.

CoreOps is under active development. We may add, modify, or remove features over time. We will use reasonable efforts to avoid materially reducing the core functionality of modules Customer is actively subscribed to without reasonable notice.

CoreOps may update these Terms from time to time, for example to reflect changes to the Service or applicable law. Material changes will be reflected by updating the “Last updated” date at the top of this page. Continued use of the Service after changes take effect constitutes acceptance of the updated Terms. Where these Terms conflict with an existing Order Form, the Order Form governs to the extent of that conflict.

If a dispute arises out of or in connection with these Terms, the parties will first attempt to resolve it through good-faith negotiation. If it is not resolved within fourteen (14) days, either party may refer the matter to mediation before pursuing formal proceedings. This clause does not prevent either party from seeking urgent interim relief from a court where appropriate.

These Terms are governed by the laws of the Republic of South Africa, and the parties submit to the non-exclusive jurisdiction of the South African courts, unless a different governing law or jurisdiction is expressly agreed in an Order Form.

• Force majeure — neither party is liable for delay or failure to perform due to circumstances beyond its reasonable control, including acts of God, fire, flood, pandemic, labour disputes, government action, cyber-attacks, cloud infrastructure failures, load-shedding or other power disruptions, internet service provider or telecommunications outages, or outages of third-party platforms CoreOps relies on (such as Supabase, Vercel, or Xero).
• Notices — notices under these Terms are deemed received on the date of transmission where delivery is confirmed electronically, failing which on the next business day.
• Relationship of the parties — nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship between Customer and CoreOps, and neither party may bind the other or incur obligations on the other’s behalf.
• Electronic communications — the parties consent to the use of electronic communications and electronic signatures in connection with these Terms and any Order Form, to the extent permitted by applicable law.
• Assignment — Customer may not assign these Terms without CoreOps’s prior written consent; CoreOps may assign these Terms in connection with a merger, acquisition, or sale of substantially all its assets.
• Severability — if any provision of these Terms is found unenforceable, the remaining provisions remain in full force.
• No waiver — a failure to enforce a provision is not a waiver of the right to do so later, and no waiver is effective unless made in writing.
• Entire agreement — these Terms, together with our Privacy Policy and any applicable Order Form, constitute the entire agreement between Customer and CoreOps regarding the Service.

Questions about these Terms? Email us at info@coreopsapp.com.

See also our Privacy Policy.