Terms of Service

1.1 "Service" means the AuctionLayout.ai platform, including all associated software, applications, interfaces, APIs, documentation and related services.

1.2 "Client" means the organisation or individual that subscribes to and uses the Service.

1.3 "Authorised Users" means individuals authorised by the Client to access and use the Service under the Client's subscription, including administrators, breeders, owners and designers.

1.4 "Client Data" means all data, information and content submitted, uploaded or entered into the Service by the Client or its Authorised Users, including but not limited to lot details, animal photographs, bloodline data, measurements, catalogue configurations and generated catalogue outputs.

1.5 "Subscription" means the paid plan under which the Client accesses the Service, as described on the Pricing page.

1.6 "Intellectual Property" means all patents, copyrights, trademarks, trade secrets, designs, algorithms, source code, object code, software, databases, documentation, methodologies, processes, techniques, know-how and all other intellectual property rights, whether registered or unregistered.

2.1 To use the Service, you must create an account and provide accurate, complete and current information. You are responsible for maintaining the confidentiality of your account credentials.

2.2 You are responsible for all activities that occur under your account and the accounts of your Authorised Users.

2.3 You must notify us immediately of any unauthorised use of your account or any other breach of security.

2.4 We reserve the right to suspend or terminate accounts that violate these Terms or that we reasonably believe pose a security risk.

3.1 The Service is provided on a subscription basis at the fees specified on our Pricing page. All fees are quoted in South African rand and are exclusive of Value Added Tax (VAT).

3.2 Subscriptions are billed monthly in advance. Payment is due on the date specified in your invoice.

3.3 We reserve the right, at our sole and absolute discretion, to modify, adjust or restructure the pricing, fees, plan tiers, feature allocations and billing terms of the Service at any time. This includes but is not limited to changes to monthly subscription rates, onboarding fees, per-seat pricing, per-catalogue capacity, plan inclusions and usage limits. Price changes will be communicated with 30 days written notice and take effect at the start of the next billing period following the notice period.

3.4 Failure to pay fees within 14 days of the due date may result in suspension of access to the Service. Continued non-payment for 30 days may result in termination of your account and deletion of your data.

3.5 No refunds will be issued for partial subscription periods, except at the sole discretion of the Company.

3.6 Onboarding fees, where applicable, are non-refundable and payable in advance of service commencement.

3.7 The Client acknowledges that the pricing of the Service reflects the current cost of infrastructure, development, support and ongoing improvement of the Platform. As these costs evolve, pricing adjustments may be necessary to ensure the continued availability, security and development of the Service. The Company is under no obligation to maintain any particular pricing level or structure for any period beyond the current paid billing cycle. Continued use of the Service following a pricing change constitutes acceptance of the revised fees.

4.1 Ownership of the Service. The Service, including but not limited to all software, source code, object code, algorithms, AI engines, catalogue design systems, user interfaces, designs, documentation, APIs, methodologies, processes, trade names, trademarks, logos and all related Intellectual Property, is and remains the sole and exclusive property of Twisted Toast Digital (Pty) Ltd. No right, title or interest in the Service is transferred to the Client.

4.2 No licence to modify. The Client is granted a limited, non-exclusive, non-transferable, revocable licence to use the Service solely for the Client's internal business purposes during the Subscription period. The Client may not copy, modify, adapt, reverse engineer, decompile, disassemble, create derivative works from or otherwise attempt to derive the source code of the Service.

4.3 Our creations. Any customisations, configurations, templates, design engines, AI models, catalogue layouts, reports, dashboards, integrations or other works created by us for or on behalf of the Client in connection with the Service are and remain the exclusive Intellectual Property of Twisted Toast Digital (Pty) Ltd, unless explicitly agreed otherwise in a separate written agreement.

4.4 Client Data ownership. The Client retains ownership of Client Data. By uploading Client Data to the Service, the Client grants us a limited licence to process, store, display and transmit such data solely for the purpose of providing the Service, and to use anonymised and aggregated data derived from Client Data for the purpose of improving the Service and producing industry-level market intelligence, subject always to POPIA compliance and the separation of personally identifiable information from such aggregated data.

4.5 Feedback. Any suggestions, feedback, ideas or recommendations provided by the Client regarding the Service may be used by us without restriction or obligation to the Client.

4.6 Trademarks. "AuctionLayout.ai" and the AuctionLayout.ai logo are trademarks of Twisted Toast Digital (Pty) Ltd. The Client may not use our trademarks without prior written consent.

5.1 The Client is responsible for the accuracy, quality and legality of all Client Data and the means by which the Client acquired such data.

5.2 The Client is responsible for ensuring that its use of the Service complies with all applicable laws and regulations, including but not limited to the Protection of Personal Information Act (POPIA) and any sector-specific regulations applicable to wildlife, animal welfare, game translocation or auction conduct.

5.3 The Client must ensure that all Authorised Users comply with these Terms.

5.4 The Client shall not use the Service for any unlawful purpose, to transmit harmful code, to infringe on any third party's rights or in any manner that could damage, disable or impair the Service.

5.5 The Client is solely responsible for reviewing, approving and publishing every catalogue output generated by the Service before it is sent to print, distributed to bidders or used on the auction floor. The Service is a data management and catalogue generation tool; the Client retains full responsibility for the final version of every catalogue.

6.1 The Service is provided "as is" and "as available" without warranties of any kind, whether express, implied or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, accuracy, completeness or non-infringement.

6.2 We do not warrant that the Service will be uninterrupted, error-free, secure or free of harmful components.

6.3 We do not warrant that any catalogue, Excel export, PDF or other output generated by the Service will be accurate, complete, compliant with any specific regulation or suitable for any particular purpose. The Client is solely responsible for verifying all outputs before publication, distribution or use on the auction floor.

6.4 In no event shall Twisted Toast Digital (Pty) Ltd, its directors, employees, agents or affiliates be liable for any indirect, incidental, special, consequential, punitive or exemplary damages, including but not limited to damages for loss of profits, revenue, data, goodwill, business opportunity or anticipated savings, however caused and under any theory of liability, whether in contract, tort (including negligence), strict liability or otherwise, even if we have been advised of the possibility of such damages.

6.5 Our total aggregate liability to the Client for any and all claims arising out of or relating to these Terms or the Service shall not exceed the total fees paid by the Client to us in the twelve (12) months immediately preceding the event giving rise to the claim.

6.6 The Client acknowledges that the Service is a data management and catalogue generation tool. The Client is solely responsible for reviewing, approving and publishing every catalogue output before it is sent to print, distributed to bidders or used on the auction floor. We accept no liability for any commercial, operational or reputational loss arising from catalogue errors, incorrect lot information, incorrect photographs, missed or withdrawn bids, reprint costs, printing delays or any other auction outcome, whether or not such error existed in data provided by the Client, in data processed by the Service, or in outputs generated by the Service.

6.7 The limitations in this section apply to the maximum extent permitted by applicable law.

7.1 The Client shall indemnify, defend and hold harmless Twisted Toast Digital (Pty) Ltd, its directors, officers, employees and agents from and against any and all claims, damages, losses, liabilities, costs and expenses (including reasonable legal fees) arising out of or related to:

(a) the Client's use of the Service;

(b) the Client's breach of these Terms;

(c) the Client's violation of any applicable law or regulation;

(d) any claim by a third party (including Authorised Users, bidders, breeders, owners or designers) arising from the Client's catalogue decisions, auction conduct or use of Service outputs;

(e) the Client's Client Data, including any claim that Client Data infringes or violates any third party's rights.

8.1 We process Client Data in accordance with our Privacy Policy.

8.2 We implement appropriate technical and organisational measures to protect Client Data against unauthorised access, alteration, disclosure or destruction.

8.3 Each tenant's data is logically isolated from other tenants' data.

8.4 We will not access Client Data except as necessary to provide the Service, to respond to support requests or as required by law.

8.5 To the extent that we process personal information on behalf of the Client, we act as an operator (as defined in POPIA). The Client remains the responsible party and must ensure a lawful basis for processing.

8.6 Upon termination of the Subscription, the Client may request export of their Client Data within 30 days. After 30 days, we reserve the right to delete all Client Data.

9.1 We target 99.9% uptime for the Service but do not guarantee uninterrupted availability. Scheduled maintenance will be communicated in advance where practicable.

9.2 Support is provided via email at auctionlayout@twistedtoast.com during South African business hours (Monday to Friday, 08:00 to 17:00 SAST), excluding public holidays.

9.3 We reserve the right to modify, update or discontinue any feature of the Service at any time without prior notice, provided that material changes that significantly reduce functionality will be communicated with reasonable notice.

10.1 Either party may terminate the Subscription by providing 30 days written notice before the end of the current billing period.

10.2 We may terminate or suspend access to the Service immediately, without prior notice, if:

(a) the Client breaches any material provision of these Terms;

(b) the Client fails to pay any fees when due;

(c) we reasonably believe the Client's use of the Service poses a security risk or may cause harm to the Service or other users;

(d) we are required to do so by law.

10.3 Upon termination, the Client's right to access the Service ceases immediately. Section 4 (Intellectual Property), Section 6 (Limitation of Liability), Section 7 (Indemnification) and Section 12 (Governing Law) survive termination.

11.1 We reserve the right to modify these Terms at any time. Material changes will be communicated via email or through the Service with at least 14 days notice.

11.2 Continued use of the Service after the effective date of any changes constitutes acceptance of the modified Terms.

12.1 These Terms are governed by and construed in accordance with the laws of the Republic of South Africa.

12.2 Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of the Republic of South Africa.

12.3 Before initiating formal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation for a period of not less than 30 days.

13.1 Entire Agreement. These Terms, together with the Privacy Policy and any applicable Subscription agreement, constitute the entire agreement between the parties regarding the Service.

13.2 Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

13.3 Waiver. Failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

13.4 Assignment. The Client may not assign or transfer their rights under these Terms without our prior written consent. We may assign our rights and obligations without restriction.

13.5 Force Majeure. We shall not be liable for any failure or delay in performance resulting from circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, power failures, internet outages or third-party service failures.

13.6 Notices. All notices shall be sent to auctionlayout@twistedtoast.com for us, and to the email address associated with the Client's account for the Client.