Terms and Conditions

Ideation Factory is a South African software and technology company based in Johannesburg, South Africa. We provide software development, SaaS technology, mobile applications, web platforms, backend systems, API development, cloud and DevOps solutions, UI/UX design, technical consulting and related digital services.

We may provide technology solutions to businesses operating in various industries, including but not limited to transportation, mobility, e-hailing, logistics, marketplaces, booking platforms, payment-enabled platforms and digital operations.

Where we provide software to an e-hailing service, transport operator or mobility provider, Ideation Factory acts as a technology provider unless otherwise agreed in writing.

"Ideation Factory", "we", "us" or "our" means Ideation Factory and/or Ideation Factory (Pty) Ltd, its directors, employees, contractors, service providers and authorised representatives.

"Client" means any business, company, organisation or person who contracts with us for software, SaaS, development, consulting, technical or support services.

"User", "you" or "your" means any person who accesses our website, submits information to us, uses our software, accesses a platform, or interacts with our services.

"Platform" means any software, dashboard, mobile application, web application, API, backend system, SaaS environment, admin panel, driver app, passenger app, operator dashboard or related technology provided by Ideation Factory.

"SaaS" means software-as-a-service made available by us on a hosted, subscription, licence, usage-based or access-controlled basis.

"Content" means all text, images, designs, software, graphics, logos, source code, layouts, documents, data, media, trademarks and other materials made available through our website or services.

"E-hailing service" means a service operated by a third-party transport provider, operator, association, company or platform that uses technology to connect passengers, drivers and/or transport operators.

By using our website or services, you confirm that:

1. 1. you have read and understood these Terms;
2. 2. you have the legal capacity and authority to accept them;
3. 3. where you act on behalf of a company or organisation, you are authorised to bind that company or organisation;
4. 4. all information you provide to us is true, accurate and complete; and
5. 5. you will comply with all applicable laws and regulations.

You may use our website for lawful purposes only, including learning about Ideation Factory, submitting enquiries, reviewing our services and contacting us.

You may not:

1. 1. use the website in a way that damages, disables or interferes with the website;
2. 2. attempt to gain unauthorised access to our systems;
3. 3. copy, scrape, reverse engineer or misuse website content;
4. 4. submit false, misleading, harmful or unlawful information;
5. 5. upload malware, spam or malicious code;
6. 6. impersonate another person or company;
7. 7. use the website for fraudulent or unlawful activity; or
8. 8. attempt to bypass security or access controls.

We may restrict, suspend or block access to the website if we believe these Terms have been breached.

Ideation Factory may provide services including:

1. 1. custom software development;
2. 2. web application development;
3. 3. mobile application development;
4. 4. SaaS platforms;
5. 5. e-hailing and transport technology solutions;
6. 6. backend and API development;
7. 7. cloud hosting and DevOps services;
8. 8. UI and UX design;
9. 9. software consulting;
10. 10. support and maintenance;
11. 11. technical integrations;
12. 12. admin dashboards and operational tools;
13. 13. data and reporting systems; and
14. 14. related technology services.

Specific services, pricing, payment terms, timelines, deliverables, ownership rights, service levels and support obligations must be confirmed in a separate written agreement, quotation, proposal, statement of work, service agreement or subscription agreement.

If there is a conflict between these Terms and a signed written agreement, the signed written agreement will apply to the extent of the conflict.

Where we provide SaaS access, we grant the Client a limited, non-exclusive, non-transferable, revocable right to access and use the relevant platform for the agreed business purpose.

Unless otherwise agreed in writing, the Client may not:

1. 1. copy, modify or create derivative works from the platform;
2. 2. resell, sublicense or distribute the platform;
3. 3. reverse engineer, decompile or attempt to extract source code;
4. 4. use the platform to build a competing product;
5. 5. allow unauthorised users to access the platform;
6. 6. interfere with platform security, performance or availability;
7. 7. use the platform for illegal activity;
8. 8. overload or abuse the system; or
9. 9. remove copyright, trademark or ownership notices.

Access may be suspended or terminated if fees are unpaid, security is compromised, the platform is misused, or these Terms are breached.

Where Ideation Factory provides technology to an e-hailing, transport or mobility business, our role is limited to providing software, technical infrastructure and related services.

Unless expressly agreed in writing, Ideation Factory:

1. 1. is not the transport operator;
2. 2. does not employ, manage or control drivers;
3. 3. does not own, operate or control vehicles;
4. 4. does not provide passenger transport services directly;
5. 5. does not determine driver licensing, permits or roadworthiness;
6. 6. does not guarantee driver conduct, passenger conduct or trip outcomes;
7. 7. does not accept responsibility for accidents, delays, disputes, fines, losses, injuries, cancellations or transport incidents caused by drivers, passengers, operators or third parties;
8. 8. does not guarantee that any driver, vehicle or operator is legally authorised to provide transport services; and
9. 9. is not responsible for regulatory compliance of the e-hailing operator, transport company, driver, fleet owner or association.

The Client operating the e-hailing or transport service is responsible for ensuring that its business, drivers, vehicles, permits, licences, insurance, passenger safety procedures, fare rules, tax obligations and operations comply with applicable laws and regulations.

Clients are responsible for:

1. 1. providing complete and accurate project information;
2. 2. reviewing and approving designs, features, content and deliverables;
3. 3. ensuring they have the right to use any content, brand assets, data or materials supplied to us;
4. 4. ensuring their business operations comply with applicable law;
5. 5. maintaining confidentiality of login details;
6. 6. managing authorised users;
7. 7. paying all fees on time;
8. 8. using the platform lawfully and responsibly;
9. 9. backing up data where required;
10. 10. obtaining consents from their own users, customers, passengers, drivers or staff where legally required;
11. 11. publishing their own customer-facing terms, privacy notices and operational policies where applicable; and
12. 12. informing us promptly of any security concerns, bugs, unauthorised access or misuse.

Where account access is issued, you must keep your login credentials confidential.

You are responsible for all activity under your account unless caused directly by our proven fault.

You must immediately notify us if you suspect unauthorised access, credential theft, a data breach, system abuse or any security vulnerability.

We may suspend accounts where we reasonably believe there is a security risk, unlawful activity, misuse or breach of these Terms.

Fees for our services will be set out in a written quotation, invoice, proposal, service agreement, subscription agreement or statement of work.

Unless otherwise agreed in writing:

1. 1. all fees are payable in South African Rand;
2. 2. invoices are payable by the due date stated on the invoice;
3. 3. late payment may result in suspension of services;
4. 4. unpaid amounts may attract interest, collection charges or legal costs where permitted by law;
5. 5. setup fees, development fees, subscription fees, hosting fees, licence fees, maintenance fees and usage-based fees are separate unless stated otherwise;
6. 6. third-party charges may be billed separately; and
7. 7. taxes, bank charges, transaction fees or payment gateway fees may be added where applicable.

No refund is due for services already rendered, development work already performed, licence periods already activated or third-party costs already incurred, unless required by law or agreed in writing.

Our software and services may rely on third-party platforms, APIs, hosting providers, payment gateways, SMS providers, email providers, mapping services, analytics tools, app stores, cloud providers or other external services.

We are not responsible for failures, downtime, pricing changes, restrictions, suspensions, policy changes or errors caused by third-party service providers.

The Client is responsible for complying with any applicable third-party terms.

We aim to provide reliable and professional services, but we do not guarantee uninterrupted, error-free or permanently available access to any website, platform or service.

Services may be unavailable due to:

1. 1. scheduled maintenance;
2. 2. emergency maintenance;
3. 3. technical failures;
4. 4. hosting or network issues;
5. 5. third-party outages;
6. 6. cyber incidents;
7. 7. updates or deployments;
8. 8. force majeure events; or
9. 9. circumstances beyond our reasonable control.

We may update, modify, improve, suspend or discontinue features where reasonably necessary.

We may release updates, patches, security improvements, new features, design changes or performance upgrades.

Certain updates may change how a platform looks or functions. We will take reasonable steps to avoid unnecessary disruption, but we do not guarantee that every previous feature, integration or workflow will remain unchanged indefinitely unless specifically agreed in writing.

All intellectual property belonging to Ideation Factory remains our property.

This includes, but is not limited to:

1. 1. source code;
2. 2. software architecture;
3. 3. platform frameworks;
4. 4. reusable components;
5. 5. APIs;
6. 6. design systems;
7. 7. methods;
8. 8. databases;
9. 9. dashboards;
10. 10. admin systems;
11. 11. documentation;
12. 12. trademarks;
13. 13. logos;
14. 14. business processes;
15. 15. know-how;
16. 16. pre-existing technology; and
17. 17. improvements to our own technology.

Unless a written agreement expressly transfers ownership, the Client receives only the agreed licence or right to use the software or deliverables.

Client-owned materials, such as brand assets, company data, supplied content and business-specific information, remain the Client's property.

For custom development projects, ownership and licensing must be recorded in a separate written agreement.

Unless otherwise agreed in writing:

1. 1. Ideation Factory retains ownership of its pre-existing tools, frameworks, libraries, templates, know-how and reusable code;
2. 2. the Client receives a licence to use the completed deliverables for the agreed purpose once full payment has been received;
3. 3. unpaid work remains the property of Ideation Factory;
4. 4. source code handover is not included unless expressly agreed;
5. 5. third-party code remains subject to third-party licences; and
6. 6. Ideation Factory may reuse general skills, experience, concepts and non-confidential know-how gained during a project.

Client data remains the property of the Client.

We may process Client data only to provide, maintain, improve, support, secure and administer our services, or as otherwise agreed in writing.

The Client is responsible for the accuracy, legality and integrity of the data it provides or collects through our systems.

Where the Client uses our platform to collect passenger, driver, customer, employee or end-user information, the Client is responsible for ensuring that it has the required lawful basis, notices, consents and policies in place.

We process personal information in accordance with applicable South African data protection laws, including the Protection of Personal Information Act, 2013.

Personal information may include names, email addresses, contact numbers, company details, enquiry information, account details, technical identifiers, usage data and information submitted through forms or platforms.

We may process personal information for purposes including:

1. 1. responding to enquiries;
2. 2. providing services;
3. 3. managing client relationships;
4. 4. creating and supporting user accounts;
5. 5. platform operation;
6. 6. billing and administration;
7. 7. security and fraud prevention;
8. 8. technical support;
9. 9. analytics and service improvement;
10. 10. legal compliance; and
11. 11. communication with users and clients.

Where required, our Privacy Policy should explain our processing activities in more detail.

You should publish a separate Privacy Policy alongside these Terms.

Depending on the service, Ideation Factory may act as:

1. 1. a Responsible Party where we determine the purpose and means of processing personal information; or
2. 2. an Operator where we process personal information on behalf of a Client.

Where the Client determines why and how personal information is processed through a platform, the Client is generally responsible for its own POPIA compliance, privacy notices, lawful processing basis and data subject requests.

Where required, the parties may enter into a separate data processing agreement.

Each party may receive confidential information from the other.

Confidential information includes business plans, software, source code, technical information, pricing, trade secrets, client lists, user data, platform data, credentials, project documents and any information reasonably understood to be confidential.

Each party must:

1. 1. protect confidential information with reasonable care;
2. 2. use confidential information only for the agreed purpose;
3. 3. not disclose confidential information without permission;
4. 4. restrict access to authorised persons only; and
5. 5. return or delete confidential information when reasonably required, subject to legal or operational retention requirements.

This clause does not apply to information that is public, already known, independently developed or lawfully received from another source.

You may not use our website, platforms or services to:

1. 1. break the law;
2. 2. infringe intellectual property rights;
3. 3. process unlawful, harmful or discriminatory content;
4. 4. harass, threaten, abuse or defame others;
5. 5. distribute spam, malware or harmful code;
6. 6. commit fraud;
7. 7. mislead passengers, drivers, customers or users;
8. 8. interfere with platform security;
9. 9. collect data unlawfully;
10. 10. overload infrastructure;
11. 11. bypass access controls;
12. 12. conduct unauthorised testing or penetration attempts;
13. 13. use automated scraping without permission; or
14. 14. damage Ideation Factory, its clients, users or third parties.

Where our technology is used in the transport, e-hailing or mobility industry, the Client and its users may not use the platform to:

1. 1. operate illegal transport services;
2. 2. dispatch unlicensed or unauthorised drivers where licensing is required;
3. 3. use unsafe, unroadworthy or uninsured vehicles;
4. 4. misrepresent fares, driver details, vehicle details or trip information;
5. 5. avoid applicable transport laws or regulations;
6. 6. expose passengers, drivers or the public to unreasonable safety risks;
7. 7. process passenger or driver data unlawfully; or
8. 8. use the software to support fraudulent, dangerous or unlawful operations.

Ideation Factory may suspend access where we reasonably believe the platform is being used in a way that creates legal, safety, regulatory or reputational risk.

Our website and services are provided on an "as is" and "as available" basis unless otherwise agreed in writing.

We do not guarantee that:

1. 1. the website or platform will always be available;
2. 2. all errors will be corrected immediately;
3. 3. the platform will meet every business requirement;
4. 4. third-party services will always function correctly;
5. 5. data transmission will always be uninterrupted;
6. 6. software will be completely free from bugs;
7. 7. business results, revenue, trips, downloads, users or profits will be achieved; or
8. 8. the Client's business will be legally compliant merely by using our software.

The Client remains responsible for its own business decisions, operations, compliance, staff, drivers, customers, passengers, vehicles and commercial outcomes.

To the maximum extent permitted by law, Ideation Factory will not be liable for indirect, incidental, special, punitive or consequential loss, including loss of profits, loss of revenue, loss of business, loss of goodwill, loss of data, loss of opportunity, operational interruption, passenger claims, driver claims, transport incidents or third-party claims.

Where our liability cannot be excluded, our total liability will be limited to the fees paid by the Client to Ideation Factory for the affected service during the three months immediately preceding the event giving rise to the claim, unless a different limit is required by law or agreed in writing.

Nothing in these Terms excludes liability that cannot legally be excluded under South African law.

You agree to indemnify and hold Ideation Factory harmless against claims, losses, damages, penalties, costs and expenses arising from:

1. 1. your breach of these Terms;
2. 2. your unlawful use of our website, platform or services;
3. 3. your business operations;
4. 4. your transport, e-hailing or mobility services;
5. 5. your drivers, passengers, customers, employees, contractors or users;
6. 6. your failure to comply with laws or regulations;
7. 7. your content or data;
8. 8. your misuse of personal information;
9. 9. your infringement of third-party rights; or
10. 10. claims made by third parties arising from your use of our technology.

Nothing in these Terms is intended to unfairly limit rights that may apply under the Consumer Protection Act or any other applicable law.

Where the Consumer Protection Act applies, these Terms must be interpreted in a manner consistent with fair, reasonable and just contract principles.

Any limitation, exclusion, assumption of risk or indemnity clause must be read only to the extent permitted by law.

By using our website or services, you agree that we may communicate with you electronically, including by email, online forms, platform notifications, support systems, invoices or other digital channels.

Electronic communications may be treated as written communications where permitted by law.

We may send marketing or promotional communications where permitted by law or where you have consented.

You may opt out of marketing communications at any time by using the unsubscribe option or contacting us directly.

Operational, billing, legal, security and service-related communications are not marketing communications and may still be sent where necessary.

We may suspend or terminate access to our website, platforms or services if:

1. 1. fees are unpaid;
2. 2. you breach these Terms;
3. 3. there is a security risk;
4. 4. you misuse the platform;
5. 5. you use the service unlawfully;
6. 6. we are required to do so by law;
7. 7. third-party services are suspended;
8. 8. continued access creates legal, operational, regulatory or reputational risk; or
9. 9. a written agreement allows termination.

Termination does not affect rights and obligations that arose before termination, including payment obligations, confidentiality, intellectual property rights, indemnities and limitations of liability.

We will not be liable for failure or delay caused by circumstances beyond our reasonable control, including natural disasters, power failures, internet outages, cyberattacks, strikes, civil unrest, war, government action, regulatory changes, third-party failures, hosting failures, payment gateway failures or telecommunications failures.

We may update these Terms from time to time.

The latest version will be published on our website. Continued use of our website or services after updates means you accept the updated Terms.

For material changes affecting active Clients, we may provide notice where reasonably practical.

These Terms are governed by the laws of the Republic of South Africa.

The parties should first attempt to resolve any dispute through good-faith negotiation.

If the dispute cannot be resolved, the parties may refer the matter to mediation or arbitration in South Africa, unless urgent court relief is required or a separate signed agreement provides another dispute process.

Nothing prevents either party from approaching a competent South African court for urgent relief, debt recovery, intellectual property protection or enforcement of rights.

For questions about these Terms, our services or legal notices, contact us at:

1. 1. Ideation Factory;
2. 2. Johannesburg, South Africa;
3. 3. Email: info@ideationfactory.co.za; and
4. 4. Website: www.ideationfactory.co.za.