Terms of Smart DMS use

Smart DMS — Approval for e-Leave and e-Memo
Effective Date: March 2026
Publisher: Kayla Business Solutions (Pty) Ltd (“KBS”)
Terms URL: https://kaylasolutions.co.za/terms-of-smart-dms-use
Privacy Policy: https://kaylasolutions.co.za/privacy-policy/

Commercial offering statement
This offering comprises commercial software, services and related materials of Kayla Business Solutions (“KBS Programs”). KBS Programs are separately licensed under the KBS Software License Agreement available in the Microsoft Dynamics / Power Platform environment of the KBS Programs and through the Microsoft Commercial Marketplace.

1. Acceptance; Scope; Who Is Bound

1.1 Agreement. These Terms of Use (the “Terms”) form a binding legal agreement between Kayla Business Solutions (Pty) Ltd (“KBS”, “we”, “us” or “our”) and you — whether an individual user or an entity on whose behalf you act (“Customer”). They govern your access, deployment, subscription, installation and use of Smart DMS — Approval for e-Leave and e-Memo and any related services, documentation, integrations, Professional Services or ancillary offerings (collectively, the “Service”).

1.2 Acceptance. By (a) clicking “Accept” in the purchase or install workflow, (b) installing or deploying the Service, (c) subscribing or otherwise using the Service (including via Microsoft Commercial Marketplace/AppSource), you represent and warrant that you have read, understand and accept these Terms and that you are authorised to bind the Customer. If you do not agree to these Terms, you must not install or use the Service.

1.3 Order of Precedence. If there is any conflict between these Terms and an Order Form, Statement of Work (“SOW”), or separately executed written agreement signed by authorised representatives of both parties, the document that expressly states it supersedes the others will govern to the extent of the conflict.

2. Definitions

(Concise definitions used consistently throughout.)

Affiliate, Authorised User / Named User, Customer Data, Documentation, DPA, Fees, Order / Order Form, Professional Services, SLO, Subscription Term.
(Definitions as in the draft you approved — retained and used consistently.)

3. Changes to Terms; Notice

3.1 Modification. KBS may change the Terms at any time. Material changes will be posted to the Terms URL and, where reasonably practicable, Customer’s technical or billing contact will be notified by email. Continued use after the posted “Last updated” date constitutes acceptance of the revised Terms.

3.2 Microsoft Marketplace Compliance. Where the Service is offered through Microsoft Marketplace/AppSource, the Customer acknowledges KBS’s obligation to comply with Microsoft Marketplace policies. Microsoft requires a separate Terms page (distinct from Privacy Policy) and clear legal statements (license, warranty, limitation of liability, payment, contractual terms) — KBS confirms that the Terms URL submitted to Partner Center points to this page.

smart dms approval for e-Leave …

4. License Grant; Scope; Restrictions

4.1 License. Subject to these Terms and payment of Fees, KBS grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to permit Authorised Users to access and use the Service during the Subscription Term solely for Customer’s internal business purposes in accordance with Documentation and the applicable Order.

2. Definitions

(Concise definitions used consistently throughout.)

Affiliate, Authorised User / Named User, Customer Data, Documentation, DPA, Fees, Order / Order Form, Professional Services, SLO, Subscription Term.
(Definitions as in the draft you approved — retained and used consistently.)

3. Changes to Terms; Notice

smart dms approval for e-Leave …

4. License Grant; Scope; Restrictions

6. Customer Obligations; Administration; Security

6.1 Administration. Customer shall manage Authorised Users, credentials and roles and is responsible for all acts or omissions of Authorised Users.

6.2 Security Controls. Customer shall implement reasonable security controls ( MFA, RBAC, least privilege) and shall configure integrations and retention settings consistent with its compliance obligations.

6.3 Customer Data & Consent. Customer is responsible for Customer Data, its lawfulness, accuracy and for obtaining any consents required for processing personal data.

6.4 Prohibited Content & Use. Customer shall not upload unlawful, harmful, infringing or malicious content nor use the Service to breach laws, export controls or sanctions.

7. Security, Telemetry, Incident Response

7.1 Security Commitment. KBS shall implement and maintain administrative, physical and technical safeguards consistent with industry standards and the Security & Compliance Summary (Annex C).

7.2 Telemetry. KBS may collect non-content telemetry (e.g., logs, diagnostics, performance metrics) necessary to operate and improve the Service. Telemetry shall not intentionally include the substantive contents of Customer Data.

7.3 Incident Response & Notification. KBS will investigate incidents and, where Customer Data or personal data are affected, notify Customer without undue delay and provide reasonable assistance for regulatory obligations.

8. Documentation; Support; “Learn More” Links

8.1 Documentation. KBS maintains accurate Documentation. Documentation and Learn More / Support links will be accessible from the Marketplace listing and shall not auto-initiate downloads that compromise user security (Microsoft requirement).

8.2 Support. Support levels, hours and escalation procedures are defined in the Order or in the SLA (Annex A).

9. Data Protection; DPA; Sub-processors

9.1 Privacy Policy. KBS’s Privacy Policy governs KBS’s collection and use of personal data: https://kaylasolutions.co.za/privacy-policy/. The Privacy Policy is separate and distinct from these Terms.

9.2 DPA. Where KBS processes personal data on Customer’s behalf, the DPA (Annex B) applies and is incorporated by reference. The DPA addresses processing purposes, security measures, sub-processors, cross-border transfers, deletion/return and breach notification.

9.3 Sub-processors. KBS uses sub-processors KBS will maintain a list of sub-processors and provide notice of additions; KBS remains liable for sub-processors’ compliance with the DPA.

10. Hosting, Retention, Export & Records Management

10.1 Hosting. Customer Data is hosted in Customer’s Microsoft tenant and platform components (e.g., Dataverse, SharePoint, Azure) as configured by the Customer and subject to Microsoft’s tenant settings.

10.2 Retention & Export. Retention and export mechanisms are managed through customer configuration and documented procedures. Upon termination, Customer may export Customer Data within the export period; thereafter KBS may delete Customer Data except as required by law.

10.3 Records Management. Smart DMS supports audit trails and record keeping consistent with ISO 15489 and comparable standards; Customer remains responsible for compliance with recordkeeping obligations.

11. Telemetry, Usage & Analytics

11.1 Usage Data. KBS may process anonymised or aggregated usage analytics to improve the Service. Such analytics do not identify individual Customer Data unless expressly agreed.

12. Warranties, Remedies & Exclusions

12.1 Limited Warranty. KBS warrants that, under normal use and subject to these Terms, the Service will materially conform to Documentation. This warranty is contingent on Customer’s compliance with Documentation and does not apply to modifications, misuse, third-party components or Customer environment failures.

12.2 Exclusive Remedy. KBS will use commercially reasonable efforts to remedy any material non-conformity. If KBS cannot remedy a material defect within a commercially reasonable period, Customer’s exclusive remedy for that breach is termination of the affected subscription and pro-rata refund of prepaid, unused Fees (unless otherwise agreed).

12.3 Disclaimer. Except as expressly provided above, the Service is provided “AS IS” and KBS disclaims all other warranties to the fullest extent permitted by law.

13. Limitation of Liability

13.1 Exclusion of Consequential Damages. Except to the extent prohibited by applicable law, neither party is liable for indirect, incidental, special, punitive or consequential damages, including lost profits, revenue, business or data, even if advised of the possibility.

13.2 Aggregate Cap. KBS’s aggregate liability for all claims arising from or relating to the Service will not exceed the Fees actually paid by Customer to KBS for the Service in the twelve (12) months preceding the claim. This cap does not apply to liability arising from gross negligence, wilful misconduct, death or personal injury, or other liability which cannot be limited by law.

13.3 Allocation of Risk. The parties agree the limitation and exclusions are an essential part of the bargain and reflect an allocation of risk.

14. Indemnification

14.1 Customer Indemnity. Customer will defend, indemnify and hold KBS harmless from third-party claims arising from Customer Data, Customer’s breach of these Terms, or Customer’s misuse of the Service.

14.2 KBS IP Indemnity. KBS will defend Customer against claims the unmodified Service infringes third-party IP rights and will pay final judgments or settlements (subject to section 13 caps), provided: (a) Customer gives prompt written notice; (b) KBS has sole control of the defence and settlement; and (c) Customer cooperates. KBS is not liable for claims arising from Customer modifications, combinations with third-party software, Customer Data, or use outside Documentation. Remedies for infringement may include obtaining a license, modifying the Service, or terminating the subscription with a pro-rata refund.

15. Professional Services

15.1 SOW & Work Product. Professional Services are governed by an SOW. KBS retains ownership of background IP; Customer will receive rights to Work Product only as expressly stated in the SOW.

15.2 Cooperation & Expenses. Customer shall provide cooperation, access and timely decisions. Reasonable travel and out-of-pocket expenses are reimbursable unless the Order states otherwise.

16. Service Levels; Support; Credits (SLA)

16.1 SLA. Where an SLA is included by Order, Annex A defines availability targets, response/resolution objectives and service credits. Service credits are exclusive remedies for SLA breaches except termination under section 12.2. See Annex A.

16.2 Support. The Order or SLA states support hours, channels and priority treatments.

17. Compliance; Export Controls; Sanctions

17.1 Export & Sanctions. Customer will not export, re-export or use the Service in violation of applicable export controls or sanctions. Customer warrants that it and its end users are not subject to sanctions that would prohibit receipt of the Service.

17.2 Right to Suspend. KBS may restrict or suspend the Service to comply with legal obligations or government orders.

18. Third-Party Software & Open Source

18.1 Third-Party Components. The Service may contain third-party components under separate licenses. KBS will provide license attributions. Where open-source licenses impose obligations that conflict with these Terms, the open-source license governs for that component to the extent required.

19. Confidentiality

19.1 Obligations. Each party will protect the other’s Confidential Information and use it only to perform obligations. Confidential Information excludes information that becomes public through no breach, was rightfully known, is lawfully obtained from a third party, or independently developed.

19.2 Compelled Disclosure. Disclosure required by law is permitted only to the minimum extent required and, where lawful, with prior notice.

20. Term, Suspension, Termination & Effect

20.1 Term. The Agreement commences on the Effective Date in the Order and continues for the Subscription Term.

20.2 Suspension. KBS may suspend Service for non-payment, material breach, security incidents or to protect the Service; notice will be provided where practicable.

20.3 Termination for Cause. Either party may terminate for an uncured material breach after 30 days’ notice, or immediately for payment defaults, insolvency or gross misconduct.

20.4 Post-Termination. On termination, Customer access ceases and Customer may export data within export period; thereafter KBS may delete data. Termination does not relieve Customer of amounts due.

20.5 Survival. Sections covering IP, Payments, Confidentiality, Warranties, Indemnities, Liability and other provisions that by their nature survive termination remain in effect.

21. Publicity & Customer References

21.1 Reference. KBS may identify Customer as a KBS customer for marketing unless Customer objects in writing. Case studies and press releases require Customer’s prior written approval.

22. Insurance; Mitigation

22.1 Insurance. KBS maintains commercially reasonable insurance (general and cyber liability). Evidence of coverage is available to enterprise Customers on request.

22.2 Mitigation. Parties agree to mitigate damages and cooperate in claims.

23. Notices

23.1 Method & Address. Notices must be in writing and delivered to the addresses in the Order or to:
Kayla Business Solutions (Pty) Ltd
Email: info@kaylasolutions.co.za
3 Eglin road road, The Crescent Office Park Block B, Sunninghill , Sandton 2157

010 449 7572

24. General Provisions

24.1 Governing Law & Jurisdiction. 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 Gauteng High Court (unless otherwise agreed in the Order).

24.2 Force Majeure. Neither party is liable for delays caused by events beyond reasonable control.

24.3 Assignment. Customer may not assign without prior written consent except to an Affiliate or successor in a merger/acquisition. KBS may assign to an affiliate or successor.

24.4 Entire Agreement; Severability; Waiver. These Terms, the Order and any SOW constitute the entire agreement. Invalid provisions will be severed; no waiver is effective unless in writing.