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Legal

Master SaaS Subscription Agreement

Version 1.2 · Effective 16 June 2026

Note: VulaKomplex is a software provider, not a legal, financial or compliance adviser. Governance, trustee, managing-agent and statutory decisions remain the responsibility of the Customer.

1. Definitions

AgreementThe relevant contract, terms, order form, policy, schedule, addendum or statement of work forming part of the VulaKomplex legal framework.
Authorised UserA person authorised by a Customer to access the Platform, including trustees, managing-agent users, owners, residents, contractors or other approved users.
CustomerThe Scheme Entity, managing agent, property owner, property manager or other entity contracting with VulaKomplex. Where a Managing Agent contracts on behalf of a Scheme Entity, the Scheme Entity remains the data owner and Responsible Party under POPIA.
Scheme EntityA body corporate, homeowners association, property owners association, non-profit company or other legal or governance entity responsible for the administration of a community scheme.
Scheme DataCustomer Data relating to a community scheme, including owner, resident, occupant, levy, maintenance, access-control, communication and governance records held within a Scheme workspace.
Managing AgentA person or entity appointed by a Scheme Entity to administer a Scheme workspace. A Managing Agent acts as an authorised administrator and does not acquire ownership of Scheme Data.
Customer DataData, documents, images, communications, financial records, meter readings, maintenance records, resident records and other content submitted to or generated through the Platform.
Personal InformationPersonal information as defined in POPIA, including information relating to an identifiable living natural person and, where applicable, an identifiable juristic person.
PlatformThe VulaKomplex software, websites, web applications, APIs, mobile/PWA interfaces, databases, dashboards, modules, workflows, documentation and support services.
Responsible PartyThe party determining the purpose and means of processing Personal Information under POPIA.
OperatorA person or entity processing Personal Information for a Responsible Party under POPIA.
Sub-processorA third party appointed by VulaKomplex to support delivery of the Platform, such as hosting, analytics, communications, payment, authentication or support providers.

2. Agreement structure

This MSA is read together with the applicable Order Form, Data Processing Agreement, Service Level Agreement, Acceptable Use Policy, Implementation Statement of Work and any special terms agreed in writing.

3. Appointment and subscription

VulaKomplex grants the Customer a limited, non-exclusive, non-transferable and revocable right to access and use the Platform during the subscription term for the Customer's internal property, community, maintenance, communication and administrative management purposes. • The subscription applies only to the schemes, buildings, properties, units, users and modules stated in the Order Form. • The Customer may not resell, sublicense, white-label or commercially exploit the Platform without written approval. • Additional modules, units, users, integrations or implementation services may attract additional fees.

4. Role of VulaKomplex

VulaKomplex is a software provider. VulaKomplex does not act as a managing agent, trustee, estate agent, fiduciary service provider, legal advisor, tax advisor, auditor, bookkeeper, accountant, payment institution, debt collector or security company unless a separate written agreement expressly says otherwise.

5. Customer responsibilities

• The Customer remains responsible for all governance, trustee, managing-agent, accounting, legal, levy, billing, payment, maintenance, access-control and resident-management decisions. • The Customer must ensure that Customer Data uploaded to the Platform is lawful, accurate, authorised and fit for the intended purpose. • The Customer must obtain all consents, notices and approvals required to submit Personal Information to the Platform. • The Customer controls which Authorised Users receive access and which role permissions are assigned. • The Customer must promptly remove access for users who leave employment, cease to be trustees, move out, change roles or no longer require access.

6. Fees, billing and taxes

• Fees are stated in the Order Form and may include onboarding fees, monthly subscription fees, per-unit fees, integration fees, messaging usage fees, support fees and professional-service fees. • Unless stated otherwise, all fees stated are the full amounts payable. • Recurring fees are payable monthly in advance unless the Order Form states otherwise. • Usage-based fees, WhatsApp/message fees, payment-provider fees, bank charges or integration fees may be billed in arrears. • If the Customer disputes an invoice, it must notify VulaKomplex in writing within 7 days and pay all undisputed amounts on time. • VulaKomplex may suspend access for non-payment after written notice and a reasonable opportunity to remedy. • Overdue amounts accrue interest at the South African prime lending rate plus 2% per annum, calculated daily and compounded monthly from the due date until paid in full.

7. Subscription term, renewal and cancellation

• The initial term is set out in the Order Form. If no term is stated, the term is month-to-month after onboarding. • The Agreement renews automatically for successive periods of the same length as the initial term unless either party gives at least 30 days' written notice of non-renewal before the end of the then-current term. • Pilot, promotional or discounted pricing may expire or convert to standard pricing at the end of the agreed pilot period. • Where the Consumer Protection Act applies to the Customer, cancellation rights and notice periods will be interpreted consistently with the CPA.

8. Data ownership and licence

The Customer retains ownership of Customer Data. The Customer grants VulaKomplex a limited licence to host, copy, process, transmit, store, back up, display, analyse and use Customer Data only as necessary to provide, secure, maintain, support, improve and develop the Platform, comply with law and enforce the Agreement.

8A. Scheme Data ownership and Managing Agent access

Scheme Data belongs to the Scheme Entity and not to any Managing Agent, VulaKomplex or individual platform user. Payment of fees by a Managing Agent does not make the Managing Agent the owner of Scheme Data or the Responsible Party for Scheme Data under POPIA. A Managing Agent granted access to a Scheme workspace acts as an authorised administrator or delegated service provider of the Scheme Entity. The Scheme Entity may at any time direct VulaKomplex to remove, replace or limit a Managing Agent's access. VulaKomplex may require reasonable proof of authority before making such access changes. Where a Managing Agent activates a Scheme workspace on behalf of a Scheme Entity, the Managing Agent warrants that it has authority to act on behalf of the Scheme Entity and acknowledges that the Scheme Entity retains ownership of Scheme Data and may instruct VulaKomplex directly at any time.

9. Anonymised and aggregated data

VulaKomplex may create and use aggregated, de-identified or anonymised data for analytics, benchmarking, product improvement, security monitoring and market insight, provided that the output does not identify a Customer, scheme, unit, resident or individual.

10. Integrations and third-party services

The Platform may connect to accounting systems, messaging services, payment processors, cloud infrastructure, analytics tools, access-control systems and other third-party services. VulaKomplex is not responsible for third-party service failures, delays, security incidents, fee changes, API changes or discontinued services, except to the extent caused by VulaKomplex's breach of the Agreement.

11. Intellectual property

All rights in the Platform, source code, object code, databases, workflows, designs, templates, documentation, algorithms, know-how, trademarks, product names and improvements remain owned by VulaKomplex or its licensors. Feedback may be used by VulaKomplex without compensation, provided it does not disclose confidential Customer Data.

12. Confidentiality

Each party must protect the other party's Confidential Information using at least reasonable care and may only use it to perform or receive services under the Agreement. Confidentiality obligations do not apply to information that is public, already known, independently developed or lawfully received from a third party. Confidentiality obligations survive termination or expiry of the Agreement for a period of 3 years.

13. POPIA and data protection

For Scheme Data, the Scheme Entity is the Responsible Party and VulaKomplex is the Operator. The Scheme Entity remains the Responsible Party regardless of which party pays the subscription fees or operates the Scheme workspace on a day-to-day basis. The parties must comply with POPIA and the Data Processing Agreement.

14. Security

VulaKomplex will implement reasonable technical and organisational measures appropriate to the nature of the Platform and the risks involved, including encryption, access control, audit logging, backup controls, secure development practices, monitoring and incident response procedures.

15. Support and service levels

Support and availability targets are governed by the Service Level Agreement (Section 5 of the VulaKomplex legal framework). Service credits, if any, are the Customer's sole remedy for failure to meet stated availability targets, except for wilful misconduct, gross negligence or liabilities that cannot legally be limited.

16. Warranties and disclaimers

VulaKomplex warrants that it will provide the Platform with reasonable skill and care; that it has the right and authority to enter into the Agreement; and that the Platform will not, to VulaKomplex's knowledge, infringe the intellectual property rights of any third party. Except as expressly stated, the Platform is provided "as is" and "as available". VulaKomplex does not warrant that the Platform will be uninterrupted, error-free, meet every Customer requirement or replace professional judgment.

17. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, punitive or consequential loss, including loss of profits, goodwill, opportunity, savings or data, except where such loss cannot legally be excluded. VulaKomplex's aggregate liability is limited to the fees paid or payable by the Customer during the 12 months preceding the event giving rise to the claim. Nothing in this clause limits either party's liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded by South African law.

18. Indemnities

• The Customer indemnifies VulaKomplex against claims arising from Customer Data, unlawful instructions, unauthorised user access, misuse of the Platform, inaccurate data, internal disputes or decisions taken outside the Platform. • VulaKomplex will defend the Customer against third-party claims that the Platform infringes intellectual property rights, provided the claim does not arise from Customer Data, unauthorised modifications, third-party services or use outside the Agreement.

18A. VulaKomplex IP infringement indemnity

VulaKomplex will indemnify, defend and hold the Customer harmless against all claims, losses, damages, costs and expenses (including reasonable legal fees) arising from any third-party claim that the Customer's authorised use of the Platform infringes intellectual property rights ('IP Claim'), provided that the Customer: • promptly notifies VulaKomplex in writing of the IP Claim; • gives VulaKomplex sole control of the defence and settlement (provided VulaKomplex does not settle in a manner that imposes any obligation on the Customer without the Customer's prior written consent); • provides all reasonable assistance at VulaKomplex's cost; and • takes reasonable steps to mitigate losses and makes no admission or compromise without VulaKomplex's prior written consent. VulaKomplex has no liability under this indemnity to the extent the IP Claim arises from: (a) modification of the Platform not made by VulaKomplex; (b) use of the Platform other than in accordance with the Agreement; (c) use of the Platform in combination with software or data not supplied by VulaKomplex where the claim would not have arisen but for such combination; or (d) Customer Data or third-party content submitted to the Platform.

19. Suspension

VulaKomplex may suspend access where necessary to protect the Platform, prevent unlawful activity, address security risk, comply with law, respond to non-payment or prevent material harm. VulaKomplex will use reasonable efforts to notify the Customer unless urgent action is required.

19A. Force majeure

Neither party will be in breach of the Agreement nor liable for any failure or delay in performing its obligations (other than payment obligations) if such failure or delay results from a Force Majeure Event. 'Force Majeure Event' means any circumstance beyond a party's reasonable control, including: acts of God; fire; flood; earthquake; epidemic; pandemic; war; terrorism; civil unrest; labour disputes; governmental actions; electricity supply interruptions or load-shedding by Eskom or any electricity distributor; municipal water or service delivery failures; internet or telecommunications outages including Telkom, ISP or undersea cable failures; denial-of-service attacks; or cloud infrastructure outages beyond VulaKomplex's direct control. The affected party must notify the other as soon as reasonably practicable. If a Force Majeure Event prevents VulaKomplex's performance for more than 30 consecutive days, the Customer may terminate the Agreement by giving 10 business days' written notice, without penalty. VulaKomplex will use commercially reasonable efforts to maintain continuity of service during Force Majeure Events.

20. Termination and exit

• Either party may terminate for material breach not remedied within 20 business days after written notice. • On termination, the Customer must pay all outstanding fees. • VulaKomplex will provide reasonable data export assistance in accordance with the Data Retention and Deletion Policy. • VulaKomplex may delete Customer Data after the retention/export period, subject to legal obligations and backup cycles.

21. General

• South African law governs the Agreement. Any dispute arising from or in connection with the Agreement will be subject to the exclusive jurisdiction of the South African courts. • The parties will first attempt good-faith senior-level negotiation before commencing litigation or arbitration, unless urgent relief is required. • Neither party may assign the Agreement without the other's written consent, except as part of a sale of business, merger, restructuring or intra-group transfer. • No variation or amendment to the Agreement is valid unless made in writing and signed by authorised representatives of both parties. This clause may not itself be varied orally. • If any provision is or becomes invalid, illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, and the remaining provisions will continue in full force. • Failure or delay by either party to exercise any right or remedy does not constitute a waiver of that right or remedy. • The Agreement is the entire agreement between the parties for the subscribed services and supersedes all prior agreements, representations and understandings. Questions about this Agreement: Email: legal@vulakomplex.co.za Address: 44 Amhurst Place, Midstream Estate, Olifantsfontein, Gauteng, 1692 Company registration: 2026/311419/07

21A. Electronic execution and the ECT Act

The parties agree that: • Acceptance of these terms by electronic means — including clicking 'I agree', completing online registration or using the Platform — constitutes a valid and binding agreement under section 22 of the Electronic Communications and Transactions Act 25 of 2002 ('ECT Act') and has the same legal force as a paper agreement signed in ink. • Documents created, signed or transmitted electronically through the Platform — including trustee resolutions, levy notices, maintenance authorisations and consent forms — are admissible as evidence under section 15 of the ECT Act, subject to the Platform's audit-log records. • Electronic signatures applied through the Platform carry legal force under section 13 of the ECT Act. • VulaKomplex maintains an immutable audit log of electronic acceptance events, including timestamps, IP addresses, user identifiers and document hash values, which may be produced as evidence of electronic execution. • This Agreement may be executed in counterparts — whether electronically or otherwise — each of which, when executed by the party signing it, shall be deemed an original. All counterparts together shall constitute one and the same agreement, and no counterpart need contain the signature of every party provided that each party has executed at least one counterpart. The parties expressly agree that a counterpart executed and delivered electronically has the same legal force as one executed in ink on paper.
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