Terms & Conditions

Who these apply to: These Terms & Conditions (T&Cs) apply to ClearPeak Advisory’s business‑to‑business services in South Africa unless a signed Statement of Work (SOW) or Master Services Agreement (MSA) states otherwise. By commissioning our services, you accept these T&Cs.

Data Processing Addendum (DPA) for POPIA — available on request.

1) Definitions

We/Us/Our: ClearPeak Advisory (Pty) Ltd.
You/Client: The business purchasing services.
Services: Advisory, training, configuration, automation, dashboards, and related deliverables.
Deliverables: Tangible outputs we provide (e.g., workflows, dashboards, SOPs).
Third‑party Platforms: Tools we configure or integrate, such as Microsoft 365, Copilot, Power Automate, OpenAI/ChatGPT, Zapier, cloud storage and CRMs.
Standard Automation: An automation using native integrations on a single platform/connector, typically up to 5 steps and 2 stakeholder roles. Complex items (custom APIs, RPA/desktop scripting, on‑prem legacy systems, bespoke dev) fall outside this definition.

2) Scope and approach

Scope is defined in your SOW, proposal, or package description published on our website.
Services are delivered remotely unless stated otherwise.
We may recommend alternatives where a requested outcome is not feasible/safe.
We may use vetted subcontractors. We remain responsible for their work.

3) Your responsibilities

Access & information: Provide timely access to systems, data, and stakeholders, and identify an internal owner.
Licences: Maintain valid licences/subscriptions for Third‑party Platforms (costs excluded from our fees).
Lawful content: Ensure materials you supply are lawful and you have the rights to use them.
Human oversight: AI outputs can be inaccurate. You agree to keep appropriate human review for decisions, compliance, and external communications.

4) Training & enablement

Unless your SOW states otherwise, training time included in the Quick Start package is up to 3 hours total across one or two sessions (remote).
Training covers practical use of ChatGPT and Microsoft 365 Copilot for up to the specified number of employees.
ChatGPT Business setup covers up to 5 users. Elements of setup may require participation from your IT department.

5) “AI on your business” (knowledge configuration)

The Quick Start package includes up to 6 hours of configuration and content setup (policies, tone, product basics) to align outputs to your business.
Larger or more complex scopes may be quoted separately.
We configure available privacy controls so business data is not used to train vendor models where the vendor provides that option.

6) Automations and dashboards

Package inclusions are as described on our website at the time of ordering.
“Standard Automations” are included; items outside scope will be quoted after a short discovery.
Deliverables include a concise handover SOP. Ongoing optimisation/support is only included where stated.

7) Third‑party Platforms

We configure and integrate Third‑party Platforms but do not control their availability, pricing, features, data handling, or terms. You must accept and comply with each vendor’s terms.
We are not liable for outages, changes, or data loss attributable to Third‑party Platforms.

8) Fees, billing and taxes

Fixed‑fee packages: Unless stated otherwise, 70% deposit on kickoff, 30% on delivery.
Time & materials: Invoiced monthly in arrears.
All prices are exclusive of VAT and payable within 7 days of invoice. Late payments may pause work.
Travel or on‑site work (if requested) is billed separately.

9) Changes and out‑of‑scope items

Minor tweaks (non‑material) within 14 days of delivery are included for package work.
Material changes, new features, or non‑Standard Automations are out of scope and will be quoted.
If discovery finds your requested automation is outside “Standard Automation,” we will offer alternatives or a revised quote before work proceeds.

10) Data protection and confidentiality

Each party will keep the other’s confidential information secure and use it only for the engagement.
We process personal information in line with applicable law, including South Africa’s Protection of Personal Information Act (POPIA).
We will sign a separate Data Processing Addendum (DPA) on request.
You remain the owner of your data. We do not claim ownership of your content.

11) Intellectual property

Your materials remain yours.
Our pre‑existing IP (methods, templates, frameworks) remains ours.
On full payment, we grant you a non‑exclusive, perpetual licence to use Deliverables in your business.
We may reuse general know‑how that does not reveal your confidential information.

12) Warranties and disclaimers

We will deliver Services with reasonable skill and care.
We do not warrant that AI outputs, automations, or dashboards will be error‑free, achieve specific business outcomes, or meet regulatory requirements without your validation.
You are responsible for final approval of outputs and decisions made using them.

13) Limitation of liability

Our total aggregate liability arising from an engagement is limited to the fees paid by you under the relevant SOW/package in the 6 months preceding the claim.
We exclude liability for indirect, special, incidental, punitive, or consequential losses, including loss of profits, revenue, data, or goodwill.
Nothing limits liability that cannot lawfully be limited.

14) Non‑solicitation

You agree not to solicit or hire our personnel directly involved in the engagement for 12 months after its end, unless we agree in writing.

15) Term, termination and suspension

Either party may terminate on 14 days’ written notice for convenience (package work is non‑refundable once delivery has commenced).
Either party may terminate for material breach if not remedied within 7 days of notice.
On termination, you will pay for work performed up to the effective date.
We may suspend work for non‑payment.

16) Publicity

With your consent, we may reference your name/logo and a short description of the work. We can keep case studies anonymous if preferred.

17) Dispute resolution, governing law and jurisdiction

Parties will escalate senior‑to‑senior and attempt good‑faith resolution. If unresolved within 14 days, disputes may be referred to mediation, then arbitration administered by the Arbitration Foundation of Southern Africa (AFSA) in Johannesburg, in English.
These T&Cs are governed by the laws of the Republic of South Africa. The Gauteng courts have non‑exclusive jurisdiction for interim relief.

18) Force majeure

Neither party is liable for delay or failure caused by events beyond reasonable control (e.g., major outages, changes by Third‑party Platforms, strike, law changes, disaster). We will notify and resume as soon as practicable.

19) Notices

Notices must be in writing and delivered by email to the addresses in the SOW or your order confirmation.

20) General

These T&Cs, together with your SOW or order, are the entire agreement and supersede prior discussions.
If a clause is invalid, the rest remains effective.
No waiver is effective unless in writing.

Schedule A — Package‑specific terms (where applicable)

Quick Start (R15,000)

Training: up to 3 hours total; up to 5 employees; remote.
ChatGPT Business setup and tailoring: up to 5 users; may require IT participation.
“AI on your business”: up to 6 hours of configuration/content setup.

Workflow (R25,000)

Includes all Quick Start items.
One Standard Automation (scope as defined above). Handover SOP included.

Momentum (R50,000)

Includes all Workflow items.
Total of up to four Standard Automations across your teams. Handover SOPs included.

Optional add‑ons (on request)

Data Processing Addendum (POPIA‑aligned).
Information Security Schedule (controls, access, retention).
Service Desk & Support Plan (SLAs).
Custom API development / non‑Standard Automations.
On‑site delivery.

Terms & Conditions

Who these apply to: These Terms & Conditions (T&Cs) apply to ClearPeak Advisory’s business‑to‑business services in South Africa unless a signed Statement of Work (SOW) or Master Services Agreement (MSA) states otherwise. By commissioning our services, you accept these T&Cs.

Data Processing Addendum (DPA) for POPIA — available on request.

1) Definitions

We/Us/Our: ClearPeak Advisory (Pty) Ltd.

You/Client: The business purchasing services.

Services: Advisory, training, configuration, automation, dashboards, and related deliverables.

Deliverables: Tangible outputs we provide (e.g., workflows, dashboards, SOPs).

Third‑party Platforms: Tools we configure or integrate, such as Microsoft 365, Copilot, Power Automate, OpenAI/ChatGPT, Zapier, cloud storage and CRMs.

Standard Automation: An automation using native integrations on a single platform/connector, typically up to 5 steps and 2 stakeholder roles. Complex items (custom APIs, RPA/desktop scripting, on‑prem legacy systems, bespoke dev) fall outside this definition.

2) Scope and approach

Scope is defined in your SOW, proposal, or package description published on our website.

Services are delivered remotely unless stated otherwise.

We may recommend alternatives where a requested outcome is not feasible/safe.

We may use vetted subcontractors. We remain responsible for their work.

3) Your responsibilities

Access & information: Provide timely access to systems, data, and stakeholders, and identify an internal owner.

Licences: Maintain valid licences/subscriptions for Third‑party Platforms (costs excluded from our fees).

Lawful content: Ensure materials you supply are lawful and you have the rights to use them.

Human oversight: AI outputs can be inaccurate. You agree to keep appropriate human review for decisions, compliance, and external communications.

4) Training & enablement

Unless your SOW states otherwise, training time included in the Quick Start package is up to 3 hours total across one or two sessions (remote).

Training covers practical use of ChatGPT and Microsoft 365 Copilot for up to the specified number of employees.

ChatGPT Business setup covers up to 5 users. Elements of setup may require participation from your IT department.

5) “AI on your business” (knowledge configuration)

The Quick Start package includes up to 6 hours of configuration and content setup (policies, tone, product basics) to align outputs to your business.

Larger or more complex scopes may be quoted separately.

We configure available privacy controls so business data is not used to train vendor models where the vendor provides that option.

6) Automations and dashboards

Package inclusions are as described on our website at the time of ordering.

“Standard Automations” are included; items outside scope will be quoted after a short discovery.

Deliverables include a concise handover SOP. Ongoing optimisation/support is only included where stated.

7) Third‑party Platforms

We configure and integrate Third‑party Platforms but do not control their availability, pricing, features, data handling, or terms. You must accept and comply with each vendor’s terms.

We are not liable for outages, changes, or data loss attributable to Third‑party Platforms.

8) Fees, billing and taxes

Fixed‑fee packages: Unless stated otherwise, 70% deposit on kickoff, 30% on delivery.

Time & materials: Invoiced monthly in arrears.

All prices are exclusive of VAT and payable within 7 days of invoice. Late payments may pause work.

Travel or on‑site work (if requested) is billed separately.

9) Changes and out‑of‑scope items

Minor tweaks (non‑material) within 14 days of delivery are included for package work.

Material changes, new features, or non‑Standard Automations are out of scope and will be quoted.

If discovery finds your requested automation is outside “Standard Automation,” we will offer alternatives or a revised quote before work proceeds.

10) Data protection and confidentiality

Each party will keep the other’s confidential information secure and use it only for the engagement.

We process personal information in line with applicable law, including South Africa’s Protection of Personal Information Act (POPIA).

We will sign a separate Data Processing Addendum (DPA) on request.

You remain the owner of your data. We do not claim ownership of your content.

11) Intellectual property

Your materials remain yours.

Our pre‑existing IP (methods, templates, frameworks) remains ours.

On full payment, we grant you a non‑exclusive, perpetual licence to use Deliverables in your business.

We may reuse general know‑how that does not reveal your confidential information.

12) Warranties and disclaimers

We will deliver Services with reasonable skill and care.

We do not warrant that AI outputs, automations, or dashboards will be error‑free, achieve specific business outcomes, or meet regulatory requirements without your validation.

You are responsible for final approval of outputs and decisions made using them.

13) Limitation of liability

Our total aggregate liability arising from an engagement is limited to the fees paid by you under the relevant SOW/package in the 6 months preceding the claim.

We exclude liability for indirect, special, incidental, punitive, or consequential losses, including loss of profits, revenue, data, or goodwill.

Nothing limits liability that cannot lawfully be limited.

14) Non‑solicitation

You agree not to solicit or hire our personnel directly involved in the engagement for 12 months after its end, unless we agree in writing.

15) Term, termination and suspension

Either party may terminate on 14 days’ written notice for convenience (package work is non‑refundable once delivery has commenced).

Either party may terminate for material breach if not remedied within 7 days of notice.

On termination, you will pay for work performed up to the effective date.

We may suspend work for non‑payment.

16) Publicity

With your consent, we may reference your name/logo and a short description of the work. We can keep case studies anonymous if preferred.

17) Dispute resolution, governing law and jurisdiction

Parties will escalate senior‑to‑senior and attempt good‑faith resolution. If unresolved within 14 days, disputes may be referred to mediation, then arbitration administered by the Arbitration Foundation of Southern Africa (AFSA) in Johannesburg, in English.

These T&Cs are governed by the laws of the Republic of South Africa. The Gauteng courts have non‑exclusive jurisdiction for interim relief.

18) Force majeure

Neither party is liable for delay or failure caused by events beyond reasonable control (e.g., major outages, changes by Third‑party Platforms, strike, law changes, disaster). We will notify and resume as soon as practicable.

19) Notices

Notices must be in writing and delivered by email to the addresses in the SOW or your order confirmation.

20) General

These T&Cs, together with your SOW or order, are the entire agreement and supersede prior discussions.