Terms of Service

SynrgiseLearn (Pty) Ltd Registration No. 2010/016796/07 | VAT Registration No. 4180257794 Registered in the Republic of South Africa

Last updated: 29 July 2026

1. Introduction and acceptance

1.1 These Terms of Service (“Terms”) govern your access to and use of the SynrgiseLearn platform, including the SynrgiseLearn Lite and Enterprise Learning Management System (“LMS”), the KreateAI content authoring tool, the off-the-shelf eLearning course catalogue, our websites (including [www.synrgise.com] and helpdesk.synrgise.com), and all related services (collectively, the “Services”), provided by SynrgiseLearn (Pty) Ltd (“Synrgise”, “we”, “us”, “our”).

1.2 By creating an account, subscribing to a paid plan, authorising a recurring payment, accessing the Services, or clicking to accept these Terms, you (“the Client”, “you”) agree to be bound by these Terms, our [Privacy Policy], [Refund Policy], [Cancellation Policy], and [Service Delivery & Onboarding Policy], each of which is incorporated by reference.

1.3 If you are entering into these Terms on behalf of a company or other juristic person, you warrant that you have authority to bind that entity, and “you” refers to that entity.

1.4 Order of precedence. If you have signed a separate written Software Lease Agreement, Master Services Agreement, or accepted Proposal with Synrgise (“Master Agreement”), the Master Agreement prevails over these Terms to the extent of any conflict. These Terms apply in full to Clients who subscribe online without a signed Master Agreement.

2. The Services

2.1 Depending on your subscription plan, the Services comprise:

• SynrgiseLearn LMS — a cloud-hosted learning management system including course management, user and organisation management, learner tracking, assessments, certificates, reporting, and related platform functionality, together with hosting, maintenance, and support;
• Off-the-shelf course catalogue — access to our library of standard eLearning courses (currently 190 titles on the Lite plan), subject to our content access rules, licensing terms, and availability, which may be updated, substituted, or withdrawn from time to time;
• KreateAI — an optional, separately subscribed AI-enabled content authoring tool, billed per package with monthly credit allocations; and
• Implementation, onboarding, training, and support services as described in your plan, Proposal, or the [Service Delivery & Onboarding Policy].

2.2 The Services are provided as a standardised, modular offering. Functionality, integrations, configuration, customisation, data migration, content conversion, bespoke reporting, or consulting not expressly included in your plan or Proposal is out of scope and will be quoted and charged separately.

2.3 We may improve, modify, or update the Services from time to time, provided that we will not materially reduce the core functionality of your subscribed plan during a paid subscription period without notice.

3. Licence and acceptable use

3.1 Subject to payment of the applicable fees, we grant you a non-exclusive, non-transferable licence, for the duration of your subscription, to use the Services for the delivery of learning to your own employees, learners, and clients in the ordinary course of your business (“the Purpose”).

3.2 You must not, and must not permit any third party to:

• use the Services for any purpose other than the Purpose;
• resell, sublicense, rent, lease, distribute, or otherwise make the Services available to any third party, other than to your own learners in the ordinary course of business;
• copy, modify, adapt, translate, reverse engineer, decompile, or disassemble any part of the Services;
• copy, extract, resell, sublicense, redistribute, or use the off-the-shelf course catalogue or any content within it outside the LMS without our prior written consent;
• circumvent usage limits, user caps, credit allocations, or security controls;
• upload or distribute unlawful, infringing, defamatory, or malicious content, or content that violates the rights (including privacy rights) of any person;
• use the Services to send spam or unsolicited communications in breach of applicable law; or
• interfere with or disrupt the integrity or performance of the Services or the data of other clients.

3.3 We may suspend access, on notice where reasonably practicable, where we reasonably believe your use breaches this clause, threatens the security or integrity of the platform, or exposes us or other clients to legal liability. We will restore access once the issue is resolved.

4. Accounts and Client responsibilities

4.1 You are responsible for: the accuracy of registration and billing information; maintaining the confidentiality of administrator credentials; all activity under your accounts; your own internet connectivity, devices, and network costs; and obtaining any consents required to load your users’ personal information onto the platform.

4.2 You must notify us without delay at [support@synrgise.com] or via helpdesk.synrgise.com if you become aware of any unauthorised use of your account.

4.3 You retain responsibility for the content you upload (“Client Content”) and warrant that you hold all rights and consents necessary for us to host and process it in order to provide the Services.

5. Fees, billing, and payment

5.1 Fees. Fees for each plan are set out on our website, in your Proposal, or in your Master Agreement, and exclude VAT unless stated otherwise. VAT and any other applicable taxes are added at the prevailing rate.

5.2 Recurring billing via Paystack. Where you pay by card or other online method, payments are processed by Paystack, our third-party payment processor. By subscribing, you authorise us (via Paystack) to charge your selected payment method the recurring subscription fee at the start of each billing cycle, plus any agreed once-off or usage-based charges, until your subscription is cancelled in accordance with the [Cancellation Policy]. We do not store your full card details; these are held and tokenised by Paystack. Paystack’s own terms and privacy policy apply to the processing of your payment data.

5.3 Billing cycle. Online subscriptions are billed monthly in advance on the same calendar day each month (or the nearest available day in shorter months). Clients on a Master Agreement are billed in accordance with that agreement, which may provide for invoicing monthly in arrears.

5.4 Failed payments. If a recurring charge fails, Paystack will retry it. If payment remains outstanding 7 (seven) days after the due date, we may notify you and, if payment is not received within a further 30 (thirty) days’ notice period, suspend or terminate the Services. We may charge interest on overdue amounts at a rate not exceeding 2% per annum above the First National Bank base rate, calculated daily, and reasonable costs of collection where permitted by law.

5.5 Fee increases. We may increase subscription fees annually, capped at the Consumer Price Index (CPIX), on not less than 60 (sixty) days’ prior written notice. If you do not accept the increase, you may cancel with effect from the date the increase takes effect, in accordance with the [Cancellation Policy].

5.6 Ad hoc services. Consulting, development, additional training, content creation, and other ad hoc services are quoted and agreed in writing before work begins and billed at our then-current rates.

5.7 Credits. KreateAI and other usage credits are allocated monthly and do not roll over to subsequent months unless expressly agreed in writing.

6. Term, renewal, and cancellation

6.1 Online monthly subscriptions run month to month from the go-live or activation date and renew each billing cycle until cancelled.

6.2 Fixed-term agreements run for the initial term stated in the Master Agreement or Proposal (typically 12 months) and then continue month to month unless terminated in accordance with their terms or renewed for a further fixed term in writing.

6.3 Cancellation rights, notice periods, and the treatment of fees on cancellation are set out in the [Cancellation Policy], which forms part of these Terms. Statutory rights under the Consumer Protection Act 68 of 2008 (“CPA”) and the Electronic Communications and Transactions Act 25 of 2002 (“ECTA”), where they apply to you, are not limited by these Terms.

7. Service levels and availability

7.1 We will use all reasonable endeavours to provide the Services continuously and to correct errors, omissions, delays, or failures, and we maintain the support tiers and response times set out in the [Service Delivery & Onboarding Policy].

7.2 If an error, omission, delay, or failure attributable to us or our systems persists for more than 48 (forty-eight) hours, you are entitled to service credits equal to the number of full days of interruption, applied against future invoices. If such an interruption exceeds 5 (five) working days, you may terminate the affected Services with immediate effect and receive a pro-rata refund for the period of no service, as set out in the [Refund Policy].

7.3 Downtime caused by your systems, connectivity, third-party services outside our control, scheduled maintenance notified in advance, or events beyond our reasonable control does not count as downtime for the purposes of service credits or termination.

7.4 Except as expressly stated in these Terms or required by law, the Services are provided “as is” and we do not warrant that they will be uninterrupted or error-free. Nothing in these Terms excludes warranties or remedies that cannot lawfully be excluded, including your rights under sections 55 and 56 of the CPA where the CPA applies to you.

8. Intellectual property

8.1 We (and our licensors) retain all intellectual property rights in the Services, the platform, the course catalogue, KreateAI, our documentation, and our branding. No rights are transferred to you other than the licence in clause 3.

8.2 You retain all rights in Client Content. You grant us a non-exclusive licence to host, copy, process, and display Client Content solely to provide and support the Services.

8.3 Content you create using KreateAI is yours to use within the terms of your subscription. You remain responsible for reviewing, validating, and approving any AI-generated or AI-assisted content before publication or use. AI outputs may require human review for accuracy, completeness, instructional quality, brand alignment, and legal or policy compliance, and we give no warranty as to their accuracy or fitness for a particular purpose.

8.4 If you provide feedback or suggestions, we may use them to improve the Services without obligation to you.

9. Data protection and security

9.1 We process personal information in accordance with the Protection of Personal Information Act, 2013 (“POPIA”) and our [Privacy Policy].

9.2 For learner and employee data you load onto the platform, you are the responsible party and we act as your operator under POPIA. We will process such data only for the purposes of providing the Services, on your documented instructions, and will maintain appropriate, reasonable technical and organisational security measures. We will notify you without undue delay of any security compromise affecting your data, as required by section 22 of POPIA.

9.3 On termination, data export and deletion are handled as described in the [Cancellation Policy] and [Privacy Policy].

10. Liability

10.1 To the maximum extent permitted by law, neither party’s aggregate liability arising out of or in connection with the Services, whether in contract, delict, or otherwise, shall exceed the total subscription fees paid by the Client to Synrgise in the 12 (twelve) months preceding the event giving rise to the claim.

10.2 Neither party is liable for consequential, incidental, or indirect damages, including loss of profit, revenue, reputation, goodwill, business, use, data, or anticipated savings, whether or not foreseeable.

10.3 Nothing in these Terms limits liability for fraud, gross negligence, or any liability that cannot lawfully be limited, and nothing limits the consumer protections in the CPA or ECTA where those Acts apply to you.

11. Indemnities

11.1 You indemnify us against third-party claims arising from Client Content infringing intellectual property rights, your unlawful use of the Services, or your breach of these Terms.

11.2 We indemnify you against third-party claims that the platform, as provided by us and used in accordance with these Terms, infringes South African intellectual property rights, provided you notify us promptly and allow us reasonable control of the defence.

11.3 Each party’s liability under this clause is subject to the cap in clause 10.1.

12. Breach and dispute resolution

12.1 If either party breaches these Terms and fails to remedy the breach within 10 (ten) business days of written notice, the aggrieved party may suspend performance or terminate, without prejudice to its other rights. Termination does not affect fees or obligations accrued before the effective date of termination.

12.2 The parties will first attempt in good faith to resolve any dispute by meeting promptly. If the dispute is not resolved within 14 (fourteen) days, it shall be referred to arbitration under the Rules of the Arbitration Foundation of Southern Africa (AFSA), by an arbitrator appointed by AFSA, and the award shall be final and binding. This clause does not prevent either party from seeking urgent interim relief from a competent court, and does not exclude the jurisdiction of the National Consumer Commission, the Consumer Goods and Services Ombud, or the Information Regulator where those bodies have jurisdiction.

13. General

13.1 Governing law. These Terms are governed by the laws of the Republic of South Africa. The parties submit to the non-exclusive jurisdiction of the South African courts, without prejudice to clause 12.2.

13.2 Assignment. You may not assign these Terms without our prior written consent, which will not be unreasonably withheld for an assignment to an associate or successor in the same business. We may assign to an associate company or successor in continuance of the same services.

13.3 Notices. Notices must be in writing and may be delivered by email to the addresses on record. Email notices are deemed served on the date of transmission absent a delivery failure. Our notice address is [notices@synrgise.com] and [PHYSICAL ADDRESS], which is our domicilium citandi et executandi.

13.4 Entire agreement. These Terms, together with the incorporated policies and (where applicable) your Master Agreement and Proposal, constitute the entire agreement between the parties on their subject matter.

13.5 No waiver. A failure or delay to exercise a right is not a waiver of it.

13.6 Severability. If any provision is held invalid, the remainder continues in force.

13.7 Changes to these Terms. We may update these Terms from time to time. Material changes will be notified to account administrators by email at least 30 (thirty) days before taking effect. Continued use after the effective date constitutes acceptance; if you do not accept, you may cancel under the [Cancellation Policy].

14. ECTA section 43 disclosures

In compliance with section 43 of the Electronic Communications and Transactions Act 25 of 2002:

• Full name: SynrgiseLearn (Pty) Ltd
• Registration number: 2010/016796/07
• VAT number: 4180257794
• Physical address / domicilium: [PHYSICAL ADDRESS]
• Telephone: [PHONE]
• Email: [support@synrgise.com]
• Website: [www.synrgise.com]
• Directors: [NAMES] (available on request)
• Description of services: Cloud-based learning management system subscriptions, eLearning content, AI content authoring tools, and related implementation, training, and support services
• Prices: As published on our website and in written proposals; all prices exclude VAT unless stated
• Payment: Secure online payment via Paystack (card and supported methods) or EFT; card data is processed and tokenised by Paystack and is not stored by Synrgise
• Delivery: Digital provisioning as per our [Service Delivery & Onboarding Policy]
• Cooling-off: See the [Refund Policy] and [Cancellation Policy] for your rights under section 44 of ECTA, where applicable
• Complaints:synrgise.com or support@synrgise.com
• Records of transactions are retained and can be requested by the paying Client
• Alternative dispute resolution: AFSA arbitration (clause 12.2); consumers may also approach the Consumer Goods and Services Ombud cgso.org.za where applicable

Questions about these Terms: chris@synrgise.com