Terms of Service

1. Definitions

1.1. "this Agreement" means these Standard Terms and Conditions of Service;

1.2. "the Company" means TouchBasePro (Pty) Ltd, including its associated and subsidiary companies, successors-in-title and assigns;

1.3. "the Customer" means the party indicated on the service contract, alternatively the party to whom the Company is providing the Service;

1.4. "the Service" means the SigDaddy email signature management platform, including the customer portal, email processing infrastructure, and all related services provided by the Company to the Customer;

1.5. "Service contract" means the Company's written hard copy service contract or electronic subscription agreement that may exist in addition to these standard terms and conditions.

2. This Agreement

This Agreement shall govern the provision of Services by the Company to the Customer and will take precedence over any other terms and conditions which may be contained elsewhere. No variation to this Agreement will be valid unless recorded in writing in a single document and signed by both parties. The existence of this Agreement in electronic format only shall not deviate for any reason whatsoever from the validity of the terms and conditions contained herein.

3. Changes to This Agreement

The Company shall have the right at any time to change or modify the terms and conditions of this Agreement, or any part thereof, or to impose new conditions, including, but not limited to, adding fees and charges for use. Such changes, modifications, additions or deletions shall be effective immediately upon notice thereof, which may be given by means including, but not limited to, posting on sigdaddy.com or portal.sigdaddy.com, or by electronic or conventional mail, or by any other means by which the Customer obtains notice thereof. Any continued use of SigDaddy by the Customer after such notice shall be deemed to constitute acceptance by the Customer of such changes, modifications or additions.

4. Description of Service

SigDaddy is an email signature management platform designed exclusively for Microsoft 365 organisations. The Service:

• Intercepts outbound emails from your Microsoft 365 tenant via Exchange Online mail flow connectors
• Injects branded email signatures based on your configured templates
• Delivers processed emails via the Microsoft Graph API
• Optionally tracks email opens and link clicks
• Provides a management portal for signature design, user management, and analytics

5. Eligibility

The Service is available to organisations with an active Microsoft 365 subscription that includes Exchange Online. You must be authorised to manage Exchange Online connectors for your tenant to configure the Service.

6. Account Registration

Access to the Service requires authentication via Microsoft Entra ID (formerly Azure Active Directory). By signing in, you consent to us receiving the profile information described in our Privacy Policy.

You are responsible for maintaining the security of your Microsoft 365 account and for all activities that occur under your account.

7. Credit Facilities

7.1. The Customer acknowledges that the granting of any credit or credit facilities to it by the Company is in the sole discretion of the Company.

7.2. The Company reserves the right to suspend or withdraw the Customer's credit facilities at any time and acknowledges that the Company can call for payment of the full outstanding balance in such circumstances.

7.3. The Company also reserves the right to amend or alter existing terms of credit between the Customer and itself.

8. Orders for Services

8.1. The Company shall be entitled to insist on a written order being received from the Customer from time to time in the Company's discretion.

8.2. Any order received by the Company, whether orally or in writing, shall constitute an irrevocable offer to purchase the Services on the terms and conditions pertaining to each transaction.

8.3. In the event of the Customer not entering into a fixed term service contract with the Company (either for 6, 12 or more months), this Agreement may be terminated by one party giving the other one calendar month's written notice.

9. Customer Compliance

9.1. The Customer acknowledges that it is imperative for it to comply with all prevailing laws and regulations relating to the Service.

9.2. In particular, the Customer will not abuse the email processing service, bulk messaging capabilities, or otherwise make use of the Service for any unlawful purpose whatsoever.

9.3. The Customer acknowledges that should it, for any reason whatsoever, have been the cause, either directly or indirectly, of a breach of the laws and regulations pertaining to the utilisation by the Customer of the Service, the Company shall have the right to recover whatever damages it may suffer directly from the Customer.

9.4. The Customer is responsible for all use of the Customer's Account (under any screen name or password) and for ensuring that all use of the Customer's Account complies fully with the provisions of this Agreement. The Customer shall be responsible for protecting the confidentiality of their password(s), if any.

10. Subscription and Billing

10.1 Pricing

The Service is available in two plans:

• Per Mailbox Plan: $0.75 per active mailbox per month (from 1 mailbox). Includes 75 emails per mailbox per month with overage at $0.01 per email.
• Unlimited Plan: Flat-rate tiered pricing from $1.00/mailbox (10 mailboxes) to $0.65/mailbox (1,000 mailboxes). Unlimited emails with no overage charges.

Current pricing is published on our website and may be updated with 30 days' notice.

10.2 Included Usage

For the Per Mailbox plan, each active mailbox includes a monthly email processing allowance (currently 75 emails per month). Emails exceeding this allowance are billed at the published overage rate (currently $0.01 per email). The Unlimited plan has no email processing limits or overage charges.

10.3 Payment

Subscriptions are available through the Azure Marketplace or Microsoft AppSource. Billing is managed through your existing Microsoft billing relationship. For direct subscribers, invoices are payable within 30 days.

The Customer shall effect payment for the Services to the Company strictly within the period specified by the Company in its invoice and/or statement. The Customer will be liable to pay the Company interest should any sum be paid late, at the prime lending rate charged from time to time by Nedbank plus 2% (two percent).

10.4 Cancellation

You may cancel your subscription at any time through the Azure Marketplace or by contacting us. Cancellation takes effect at the end of the current billing period. We do not offer refunds for partial billing periods.

11. Acceptable Use

You agree not to:

• Use the Service to send spam, phishing, or malicious emails
• Attempt to circumvent usage limits or billing mechanisms
• Reverse engineer, decompile, or disassemble any part of the Service
• Use the Service to violate any applicable law or regulation
• Interfere with or disrupt the Service or its infrastructure
• Share, resell, or sublicense access to the Service without our written consent

12. Delivery of Service

12.1. The Company undertakes to take all necessary reasonable steps to ensure the provision of the Service to the Customer expeditiously and continuously.

12.2. However, the Company points out that due to the nature of the Service, interruptions and delays in the provision thereof can and do occur and any such delay or failure to provide the Service will not constitute a breach of these terms and conditions on the part of the Company. The Customer will be liable to effect payment thereof regardless.

12.3. If the Service is unavailable, emails sent from your Microsoft 365 tenant will be delivered without signatures — they will not be queued, delayed, or lost.

12.4. The Customer shall be responsible for obtaining and maintaining all telephone, computer hardware, software and other equipment needed for access to and use of SigDaddy and all charges related thereto.

13. Intellectual Property

13.1 Ownership and Risk

The Customer acknowledges that ownership in and to all of the intellectual property which is provided to the Customer in providing the Service is owned by the Company. The Company is entitled to take all reasonable steps to protect such intellectual property against infringement even if this involves jeopardising the provision of the Service to the Customer.

13.2 Our Property

The Service, including its software, design, logos, and documentation, is owned by TouchBasePro (Pty) Ltd and is protected by intellectual property laws. These Terms do not grant you any rights to our trademarks or brand assets.

13.3 Your Content

You retain ownership of your email signature templates, brand assets, and any content you upload to the Service. By uploading content, you grant us a limited licence to use it solely to provide the Service to you.

14. Non-Transferability

14.1. Notwithstanding that the Company is providing the Service to the Customer, the latter shall not be entitled to transfer or otherwise deal in the Service with third parties.

14.2. The Customer shall not attempt to copy, replicate or otherwise take advantage of the Service to the benefit of third parties.

15. Confidential Information

The parties acknowledge that during the provision of the Service, confidential information may be exchanged between them and each of them acknowledge the existence of such confidential information and undertake to keep same confidential.

16. Warranties

16.1. The Company does not warrant that the Service will provide the Customer with the exact form of performance the Customer may have required.

16.2. The Customer acknowledges again due to the nature of the Service that the capacities and scope of the Service might fall short of the Customer's requirements but same shall not give rise to the Customer having any right to withhold payment.

17. Limitation of Liability

The Company will not be liable for any loss or damage of any nature and howsoever arising which may be suffered by the Customer as a result of or in connection with the utilisation of the Service by the Customer, whether indirect, consequential, delictual or otherwise. To the maximum extent permitted by law:

• The Service is provided "as is" without warranties of any kind, express or implied
• We are not liable for any indirect, incidental, special, consequential, or punitive damages
• Our total liability for any claim arising from the Service shall not exceed the fees paid by you in the 12 months preceding the claim
• We are not liable for any failure or delay in email delivery caused by Microsoft 365, network issues, or third-party services

18. Data Processing

Our processing of personal data is governed by our Privacy Policy. By using the Service, you acknowledge that:

• Email content is processed in transit and is not stored
• Email metadata (subject line, sender, timestamps) is stored for operational purposes
• Profile data is obtained from Microsoft Graph API and cached temporarily
• You are responsible for ensuring your use complies with applicable data protection laws

19. Breach

If the Customer breaches any provision of this Agreement (including any Spam Policy, Acceptable Use Policy, and all legal documentation relating to the use of SigDaddy) the Company shall be entitled to terminate the Agreement and to suspend the provision of the Service with immediate effect.

20. Force Majeure

The Company will not be liable to the Customer for failing to perform any of its obligations in terms of this Agreement as a result of an act of God or any cause beyond its control.

21. Termination

We may suspend or terminate your access to the Service if you violate these Terms, fail to pay applicable fees, or if we discontinue the Service. Upon termination:

• Your mail flow connector configuration will need to be removed from Exchange Online
• Your templates and data will be deleted within 30 days
• Outstanding fees remain payable

22. Indemnification

You agree to indemnify and hold harmless TouchBasePro (Pty) Ltd from any claims, damages, or expenses arising from your use of the Service, your content, or your violation of these Terms.

23. Legal Provisions

23.1. This Agreement and all transactions between the Customer and the Company shall be governed by and construed in accordance with the laws and regulations of the Republic of South Africa.

23.2. The South African Courts will have exclusive jurisdiction to adjudicate any dispute arising from or related to this Agreement.

23.3. The Company shall, at its option, be entitled to institute action in the Magistrate's Court notwithstanding that the amount of its claim exceeds the jurisdiction of such Court. This provision shall not preclude the Company from instituting action against the Customer in any other competent Court with jurisdiction.

23.4. A certificate issued by any manager or director of the Company, whose authority, appointment and signature it shall not be necessary to prove, that purports to certify any indebtedness of the Customer to the Company, provision of the Services to the Customer, or any other fact shall constitute prima facie proof of such indebtedness or delivery or the Company's ownership or any other fact.

23.5. The Customer shall be liable for the Company's legal fees in the event of the Company enforcing or defending its rights hereunder on an attorney and own client scale, including Counsel's fees on brief, tracing agent's fees and collection charges.

23.6. The Service may be accessed throughout South Africa and overseas. TouchBasePro makes no representations that the Services comply with the laws (including intellectual property laws) of any country outside South Africa. If you access the Services from outside South Africa, you do so at your own risk and are responsible for complying with the laws in the place where you access the site.

24. Domicilium

The Customer chooses its physical address as set out in the account information supplied during the online registration process on the website as its domicilium citandi et executandi for all purposes under this Agreement. The Customer may change its domicilium by furnishing the Company with 7 (seven) days written notice of its new physical address.

25. General

25.1. This Agreement constitutes the entire agreement between the parties. No party shall be entitled to rely upon any term, warranty, guarantee, condition or representation, unless it is contained herein.

25.2. No amendment of this Agreement and extension of time, waiver or relaxation of any of the provisions of this Agreement shall be binding, unless recorded in a single document signed by both of the parties.

25.3. No relaxation or indulgence shall prejudice or be deemed to be a waiver of any of the Company's rights hereunder.

25.4. Each provision of this Agreement is severable, the one from the other. If any provision is found to be defective, unlawful or unenforceable for any reason, the remaining provisions shall continue to be of full force and effect.

25.5. The rule of construction that this Agreement be interpreted against the party responsible for drafting this document shall not apply.

25.6. Provisions in this Agreement that by their very nature are intended to survive the termination, cancellation or completion of a sale shall survive such termination, cancellation or completion.

26. Contact

TouchBasePro (Pty) Ltd
Trading as SigDaddy
Email: legal@sigdaddy.com
Website: www.sigdaddy.com
Parent Company: www.touchbasepro.com