Terms of Service

How this document fits with our other legal documents

Yielde's contractual framework is layered. This Master Subscription Agreement is the commercial contractthat governs your subscription, fees, the Service, and each party's general rights and obligations. It is distinct from the Data Processing Agreement (DPA).

• This MSA / Terms of Service: commercial terms covering subscription, plans, fees, intellectual property, warranties, liability, suspension, termination, governing law.
• Data Processing Agreement (DPA): how Yielde processes personal information on your behalf as your operator. This is the mandatory written operator contract required by POPIA section 21(1), entered into between you (Responsible Party) and Yielde (Operator).
• Acceptable Use Policy covers what you and your end-users may and may not do on the platform.
• Privacy Policy covers how Yielde processes its own site, account, and billing data, where Yielde is the responsible party.
• Refund Policy / Cancellation Policy cover money-back, credit, and cancellation mechanics.
• Cookie Policy / Security cover cookies and our security posture.

Order of precedence: for data-protection matters the DPA prevails; for permitted use the Acceptable Use Policy prevails; for refund and cancellation mechanics those policies prevail; otherwise the body of this MSA prevails (see section 20).

1. Definitions

In this Agreement, unless the context indicates otherwise:

• "Agreement" / "MSA" means this Master Subscription Agreement, together with your Order (selected plan), the Acceptable Use Policy, the Refund Policy, the Cancellation Policy, the Privacy Policy, and, where Yielde processes personal information on your behalf, the DPA, all incorporated by reference.
• "Customer" / "you" means the business entity (or individual acting in trade) that registers for and subscribes to the Service.
• "Credits" means the prepaid or metered units that measure your consumption of large-language-model (LLM) and related AI usage, billed on a pass-through basis (see section 4).
• "DPA" means the Data Processing Agreement entered into between you (Responsible Party) and Yielde (Operator) under POPIA section 21(1), incorporated by reference (see section 7).
• "End-User" / "Lead" means a natural person whose personal information you submit to, or process through, the Service.
• "Operator" and "Responsible Party" have the meanings given in POPIA section 1.
• "Personal Information" has the meaning given in POPIA section 1.
• "POPIA" means the Protection of Personal Information Act 4 of 2013, including its regulations and any codes of conduct issued under it.
• "Service" / "Platform" means the Yielde subscription service described in section 3.
• "Sub-processor" means a third party engaged by Yielde to process personal information in connection with the Service (see our sub-processor register).
• "Voucher" means the one-time R100 LLM usage credit described in section 4.
• "Yielde" / "we" / "us" means Splice Computers (Pty) Ltd, trading as Yielde (registration 2019/272712/07), 55 York Street, George, Western Cape, 6529, South Africa.

2. Acceptance, eligibility and the contracting parties

2.1 By registering for an account, clicking "I agree" (or equivalent), signing electronically, or using the Service, you accept this Agreement and warrant that you are authorised to bind the Customer.

2.2 Electronic acceptance and signature.The parties agree that this Agreement and the DPA may be concluded and signed electronically, and that electronic signatures are valid, enforceable, and admissible for the purposes of South African contract law under the Electronic Communications and Transactions Act 25 of 2002 ("ECTA"), section 13. DPA signing uses Yielde's self-hosted e-signature workflow, which keeps signing data in South Africa.

2.3 Business customers. The Service is offered to businesses and persons acting in the course of trade, business, or profession.

2.4 You must be 18 or older and legally capable of contracting.

3. The Service

3.1 What Yielde provides. Yielde is a South African platform that provisions and operates, for each Customer, an isolated (per-tenant) automation and AI environment. Depending on your plan, the Service comprises:

• per-tenant workflow automation: a dedicated automation instance, with supporting per-tenant database and cache, provisioned for your exclusive use;
• an AI lead-qualifier that ingests, scores, and routes your inbound leads;
• an AI voice receptionist that answers and handles calls on your behalf;
• AI Chat: an in-dashboard assistant you can converse with, choosing from a range of leading AI models per message, with usage metered in Credits; and
• the supporting portal, dashboards, and account-management surfaces.

3.2 Where the Service runs (data residency). Tenant automation data (the per-tenant automation, database, and cache) is hosted in South Africa (AWS af-south-1, Cape Town). Certain supporting functions are provided by sub-processors hosted outside South Africa, including the LLM APIs, voice, transactional email, and edge/hosting providers. The most significant cross-border flow is that AI prompts (which can contain personal information) are routed to LLM APIs hosted in the United States. The full data-flow, residency, sub-processor detail, and the POPIA cross-border lawful-transfer basis live in the DPA and our sub-processor register. This summary does not replace the DPA.

3.3 No professional advice. AI outputs (lead scores, drafted messages, call handling, summaries) are generated by automated systems and may be incomplete, inaccurate, or inappropriate for a given situation. They are not legal, financial, medical, or other professional advice, and you remain responsible for reviewing them and for any decision or communication you act on (see section 9).

3.4 Onboarding lifecycle and provisioning. Account onboarding proceeds through defined stages:

• Prospect: you may sign up to the portal. No platform tenant is provisioned at this stage.
• DPA signed: you sign the DPA via the in-portal e-signature workflow before any tenant is provisioned, giving effect to the mandatory POPIA section 21 operator contract.
• Active: when your first recurring subscription invoice clears, your tenant is provisioned and your LLM usage key is pre-loaded with the one-time R100 Voucher (section 4.6).

3.5 Early pilot tenants.A small number of early pilot tenants were onboarded under a closed pilot and complete the operator-agreement step outside the in-portal signing flow. They remain subject to the payment requirement and to POPIA's operator-contract obligations.

3.6 Service changes. Yielde may modify, add to, or discontinue features, provided it will not materially degrade the core Service during a paid term without notice and a pro-rata remedy as set out in the Refund and Cancellation Policies (section 4.7).

3.7 Beta / pre-release featuresmay be offered "as is", may be withdrawn, and are excluded from any service commitment.

4. Subscription, plans, fees and billing

4.1 Plans. The Service is offered on tiered subscription plans. The current feature set, included allowances, and recurring price of each plan are as published on the Yielde pricing page and/or your Order at the time you subscribe.

4.2 Currency and payment processor. All fees are quoted and charged in South African Rand (ZAR) and processed through Paystack. By subscribing, you authorise Yielde and Paystack to charge your nominated payment method on a recurring basis for the subscription, and to charge metered usage in accordance with section 4.4.

4.3 Recurring billing and activation. Your tenant is provisioned only after your first recurring subscription invoice clears (section 3.4). Thereafter the subscription renews automatically each billing period until cancelled in accordance with the Cancellation Policy.

4.4 Credit-metered LLM usage (pass-through).AI features consume Credits that meter your usage of third-party LLM APIs and related AI services. LLM usage is billed on a pass-through basis: it reflects Yielde's underlying third-party LLM and voice costs for your account, plus any disclosed margin. The conversion between Credits, ZAR, and underlying usage is disclosed on the pricing page and/or your Order.

4.5 Credit balance, top-ups and exhaustion. Where your plan includes a Credit allowance, usage draws down that allowance; once exhausted, AI features may pause or require a top-up, as configured for your plan. Yielde will not charge beyond the authorised mandate without disclosure.

4.6 R100 introductory Voucher. On activation, Yielde pre-loads your AI usage key with a one-time R100 usage Voucher. The Voucher (a) is a once-off introductory credit; (b) applies to metered LLM/AI usage only; (c) is non-refundable and non-transferable and has no cash value; (d) cannot be redeemed for or exchanged for cash; and (e) expires on the terms published at activation.

4.7 Refunds and cancellation. The detailed mechanics of refunds and cancellation (including pro-rata treatment, any cooling-off rights, and the process to cancel) are governed by the Refund Policy and Cancellation Policy, each incorporated by reference.

4.8 Taxes.Fees are exclusive of VAT and other applicable taxes unless stated. Yielde's VAT number is 4700295688.

4.9 Late or failed payment. If a recurring charge fails, Yielde may retry, notify you, and (after a cure period) suspend the Service per section 11. Provisioned tenant data is retained during a suspension grace period and handled on termination per section 12.

4.10 Price changes. Yielde may change plan prices or Credit rates on reasonable prior notice, effective from your next billing period, and you may cancel before the change takes effect.

5. Customer obligations and accounts

5.1 You are responsible for:

• the accuracy and lawfulness of the data and content you submit;
• your account credentials and all activity under your account;
• obtaining all consents, notices, and lawful bases required for the personal information you process through the Service (see section 7); and
• your end-users' and leads' compliance with the Acceptable Use Policy.

5.2 You must keep your contact and billing details current.

5.3 You will not use the Service to send unlawful direct marketing. Because the Service includes lead-qualification and voice outreach, you are responsible for compliance with the direct-marketing rules that apply to your communications.

6. Acceptable use

6.1 Your use of the Service, and your end-users' use, is governed by the Yielde Acceptable Use Policy, incorporated into this Agreement by reference. It prohibits, among other things, unlawful, infringing, abusive, or high-risk uses; circumvention of metering or security; and prohibited categories of data and processing.

6.2 Breach of the Acceptable Use Policy is a breach of this Agreement and may result in suspension or termination under sections 11 to 12.

7. Data protection: the DPA (operator agreement)

7.1 Roles under POPIA. For personal information that you submit to or process through the Service (your end-users, leads, and callers):

• You are the Responsible Party: you determine the purpose and means of processing and bear the responsible-party obligations under POPIA.
• Yielde is the Operator: Yielde processes that personal information on your behalf and on your documented instructions, and not for its own purposes.

7.2 Yielde as responsible party for its own data. Separately, Yielde is itself a Responsible Party for the personal information it processes for its own purposes: your account, authentication, lifecycle, subscription, and billing data. That processing is governed by the Privacy Policy, not the DPA.

7.3 The DPA is the POPIA section 21 operator contract.The DPA between you (Responsible Party) and Yielde (Operator) is incorporated into this Agreement by reference and is the mandatory written operator contract required by POPIA section 21(1). By entering into this MSA and using the Service, you also enter into the DPA. The DPA governs: the subject-matter, nature, and purpose of processing; the categories of personal information and data subjects; Yielde's security safeguards under the POPIA section 19 standard; the operator's section 20 authorised-processing and confidentiality duties; sub-processor terms and the cross-border transfer basis (POPIA section 72); breach notification; data subject-request assistance (POPIA sections 23 to 25); and return or deletion on termination.

7.4 This MSA is not the DPA. Where this MSA and the DPA conflict on a data-protection matter, the DPA prevails (see section 20).

7.5 Cross-border processing acknowledgement. You acknowledge and instruct that, to provide the Service, personal information may be processed by sub-processors outside South Africa, notably that AI prompts (which can contain personal information) are routed to US-hosted LLM APIs, and that voice and transactional-email sub-processors are US-hosted. POPIA section 72 governs the transfer of personal information to a recipient in a foreign country. The lawful basis for these trans-border flows is set out in the DPA. As Responsible Party, you are also responsible for telling your own data subjects, in your privacy notice, about the cross-border transfer and the level of protection, as required by POPIA section 18.

7.6 Sub-processors (informational). The Service relies on the sub-processors listed in our sub-processor register, which is the authoritative list. A summary follows; the register governs and you will be given a way to object to new sub-processors as set out in the DPA.

8. Intellectual property

8.1 Yielde IP. Yielde and its licensors own and retain all rights, title, and interest in the Service, the Platform, the software, workflow templates, models and configurations, documentation, and all related intellectual property. Nothing in this Agreement transfers any of that to you. You receive a limited, non-exclusive, non-transferable, revocable licence to access and use the Service during your subscription, solely for your internal business purposes and subject to this Agreement and the Acceptable Use Policy.

8.2 Customer data and content.As between you and Yielde, you own your data and content, including the leads and end-user data, prompts, call data, and configurations you submit ("Customer Data"). You grant Yielde a limited licence to host, process, and transmit Customer Data solely to provide and support the Service and as set out in the DPA. Yielde does not acquire ownership of Customer Data.

8.3 AI output.Subject to your payment of fees and to the third-party LLM providers' own terms, as between you and Yielde the outputs generated for you by the AI features are yours to use for your business purposes. AI outputs may be non-unique and may not be independently protectable.

8.4 Feedback. If you give feedback, Yielde may use it without restriction or obligation.

8.5 Yielde marks."Yielde" and related marks are Yielde's; you may not use them without written permission.

9. Warranties and disclaimers

9.1 Mutual. Each party warrants it has the authority to enter into this Agreement.

9.2 Yielde service warranty. Yielde warrants that it will provide the Service with reasonable skill and care and substantially in accordance with the published description.

9.3 Disclaimer.Except as expressly stated in section 9.2 and to the maximum extent permitted by South African law, the Service is provided "as is" and "as available". Yielde does not warrant that the Service will be uninterrupted, error-free, or secure against all threats, or that AI outputs will be accurate, complete, or fit for any particular purpose. You are responsible for reviewing AI outputs before relying on them (section 3.3).

9.4 Consumer-law carve-out. Nothing in this section 9 (or section 10) excludes, limits, or modifies any right, warranty, or remedy that cannot lawfully be excluded, limited, or modified under South African law, including any applicable provisions of the Consumer Protection Act 68 of 2008 and ECTA.

10. Limitation of liability

10.1 Exclusion of indirect loss. To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, goodwill, or data, however arising.

10.2 Liability cap.To the maximum extent permitted by law, Yielde's total aggregate liability arising out of or in connection with this Agreement is limited to the total fees paid by you to Yielde in the twelve (12) months preceding the event giving rise to the claim.

10.3 Carve-outs from the cap.The cap and exclusions do not apply to: (a) liability that cannot be limited at law (including under the Consumer Protection Act); (b) a party's wilful misconduct or fraud; (c) death or personal injury caused by negligence; or (d) your payment obligations.

10.4 POPIA statutory liability. Liability under POPIA is allocated as set out in the DPA and applicable law; this Agreement does not purport to override the statutory allocation between responsible party and operator.

11. Suspension

11.1 Yielde may suspend your access (in whole or part) where:

• required by law or by a sub-processor or payment provider;
• you materially breach this Agreement or the Acceptable Use Policy and (where curable) fail to cure within a stated period;
• a recurring payment fails and is not cured (section 4.9);
• there is a security or fraud risk; or
• continued operation poses a material risk to the Platform or other tenants.

11.2 Yielde will give reasonable notice where practicable, and will lift the suspension promptly once the cause is resolved. Suspension does not waive fees accrued.

12. Term and termination

12.1 Term. This Agreement starts on acceptance and continues for as long as you have an active subscription.

12.2 Termination by you. You may cancel your subscription per the Cancellation Policy.

12.3 Termination by Yielde. Yielde may terminate for material, uncured breach (including Acceptable Use Policy breach), for non-payment, or as required by law, on notice.

12.4 Effect of termination. On termination:

• your licence ends and provisioning stops;
• outstanding fees become due;
• Customer Data and personal information are returned and/or deleted in accordance with the DPA and POPIA's retention and deletion principles; and
• clauses that by their nature survive (intellectual property, confidentiality, liability, governing law, dispute resolution, and the DPA's survival terms) continue.

12.5 Data export window. Yielde will provide a 30-day window after the cancellation effective date for you to export Customer Data before it is deleted, as set out in the Cancellation Policy and the DPA.

13. Confidentiality

13.1 Each party will protect the other's confidential information with reasonable care and use it only for this Agreement. This clause does not reduce the data-protection obligations in the DPA, which prevail for personal information.

14. Indemnities

14.1 By you. You will indemnify Yielde against third-party claims arising from your unlawful use of the Service, your breach of the Acceptable Use Policy, or your failure to obtain a lawful basis or consent for the personal information you process (section 7).

15. Force majeure

15.1 Neither party is liable for failure or delay caused by events beyond its reasonable control (including failures of third-party infrastructure, LLM providers, payment providers, or connectivity), provided it mitigates and resumes promptly.

16. Changes to this Agreement

16.1 Yielde may update this Agreement on reasonable notice. Material changes take effect from your next billing period; continued use after the effective date is acceptance. If you do not accept a material change, you may cancel before it takes effect.

17. Notices

17.1 Yielde will give notices via the portal, by email to your account address, or by posting to the site. You give notices to Yielde at support@yielde.dev or our registered address.

18. Assignment

18.1 You may not assign this Agreement without Yielde's consent. Yielde may assign to an affiliate or successor (for example, on a sale of the business), subject to the DPA's sub-processor and assignment terms.

19. Governing law

19.1 This Agreement is governed by and construed in accordance with the laws of the Republic of South Africa, without regard to conflict-of-laws rules.

20. Dispute resolution

20.1 Good-faith negotiation first. The parties will first attempt to resolve any dispute by good-faith negotiation between senior representatives.

20.2 Mediation then arbitration. Failing resolution, the dispute will be referred first to mediation and, failing resolution, to arbitration in South Africa, conducted in English.

20.3 Jurisdiction. Subject to section 20.2, the parties submit to the jurisdiction of the High Court of South Africa, Western Cape Division. Either party may seek urgent interim relief from a competent court.

20.4 Order of precedence. If there is a conflict between documents forming this Agreement, the following order applies unless a document expressly states otherwise: (a) for data-protection matters, the DPA; (b) for permitted-use matters, the Acceptable Use Policy; (c) for refund and cancellation mechanics, the Refund and Cancellation Policies; (d) otherwise, the body of this MSA; (e) then the Order or plan page.

21. General

21.1 This Agreement (with the incorporated documents in section 1) is the entire agreement on its subject matter. 21.2 If a clause is unenforceable, the rest stands. 21.3 No waiver is implied by delay. 21.4 No partnership or agency is created (except the POPIA operator relationship in section 7 and the DPA). 21.5 The parties may sign electronically (section 2.2).

22. Contact

Splice Computers (Pty) Ltd, trading as Yielde · 55 York Street, George, Western Cape, 6529 · support@yielde.dev · 063 611 2952