SOFTWARE LICENSING AND SERVICE AGREEMENT

These Terms and Conditions ("Agreement") govern the use of services provided by Panoramiq (Pty) Ltd ("Panoramiq").

By proceeding with payment via credit card, the Client acknowledges that they have read, understood, and agree to be legally bound by this Agreement.

1. SERVICES
Panoramiq provides business listing management, optimisation, publishing, reputation management, and related services across third-party platforms including but not limited to Google, Meta, Apple Maps, Waze and other digital publishers.

These services include, but are not limited to:
- Data cleansing and verification
- Duplicate suppression
- Listing management across platforms
- Reputation and review management
- Posting and content distribution
- Performance tracking and reporting

Results, visibility and timelines may vary due to third-party platform constraints and limitations.

2. COMMENCEMENT AND TERM
This Agreement commences automatically on the date of successful payment by the Client via credit card ("Commencement Date").
The Agreement is subject to a minimum fixed term of 12 (twelve) months.
Thereafter, the Agreement shall continue automatically on an ongoing basis in perpetuity unless terminated in accordance with this Agreement.

3. FEES AND VAT
- Inclusive of VAT for South African clients
- Exclusive of VAT for international clients where VAT is not applicable
Fees are charged via the Client’s nominated credit card on a recurring basis.

4. ONBOARDING FEE AND ACCESS
A once-off onboarding fee of R1,500 (inclusive of VAT for South African clients) will be invoiced separately.
This fee is payable on receipt of invoice unless otherwise agreed in writing.
No services, onboarding, account setup, or platform access will be provided until both the onboarding fee and the first month’s subscription fee have been received in full.

5. PAYMENT OBLIGATIONS
The Client agrees to:
- maintain valid and up-to-date credit card details
- ensure sufficient funds are available
Failure to process payment may result in:
- suspension of services
- restriction of access to platforms and data
- recovery action

6. PAYMENT ENFORCEMENT
All payment obligations are unconditional and not subject to performance disputes, third-party platform performance, or perceived outcomes.

7. CREDIT CARD FAILURES, CHARGEBACKS OR CANCELLATIONS
The following shall constitute a material breach:
- cancelled or blocked credit card
- failed recurring payment
- chargebacks or disputes
In such cases, Panoramiq reserves the right to:
- suspend services immediately
- terminate access
- recover outstanding amounts
- levy a fixed penalty of R3,500 (inclusive of VAT for South African clients)
- blacklist the Client

8. CANCELLATION
Either party may terminate this Agreement by providing 2 (two) full calendar months written notice.
Notice will take effect from the first day of the following calendar month.

9. EARLY TERMINATION
No termination shall take effect during the initial 12-month period unless agreed in writing by Panoramiq.
Where early termination is permitted, a fixed penalty of R3,500 (inclusive of VAT for South African clients) shall apply.

10. RECOVERY OF DAMAGES
Notwithstanding any fixed penalties stated in this Agreement, Panoramiq reserves the right to recover actual damages suffered where such damages exceed the fixed penalty amount.

11. THIRD-PARTY PLATFORM DEPENDENCY
The Client acknowledges that:
- Panoramiq relies on third-party platforms and APIs
- once data is submitted, it is outside Panoramiq’s control
Panoramiq shall not be liable for:
- platform outages
- data delays
- algorithm changes
- third-party edits or removals
Such events shall not constitute breach.

12. NO PERFORMANCE GUARANTEES
- rankings
- visibility
- traffic
- leads or conversions

13. CLIENT OBLIGATIONS
The Client warrants that all data provided is accurate, complete and authorised for use.

14. DATA RISK TRANSFER
The Client assumes full responsibility for all data supplied and acknowledges that Panoramiq acts as a processor and distributor of such data across third-party platforms.

15. INDEMNITY
- third-party platform issues
- data inaccuracies
- reliance on published information
Except in cases of gross negligence or wilful misconduct by Panoramiq.

16. LIMITATION OF LIABILITY
Panoramiq’s liability is limited to fees paid in the preceding 3 months.
Panoramiq is not liable for indirect losses, lost profits or reputational damage.

17. NO REFUNDS
- early termination
- dissatisfaction with performance
- unused services

18. SERVICE SUSPENSION
- non-payment
- breach of this Agreement
- suspected fraud or abuse

19. DATA CONTROL
Once data is distributed to third-party platforms, Panoramiq cannot guarantee removal, control or modification.

20. INTELLECTUAL PROPERTY
All methodologies, systems and processes remain the exclusive property of Panoramiq.

21. LEGAL COSTS
The defaulting party shall be liable for attorney and own client costs.

22. CERTIFICATE OF BALANCE
A certificate issued by Panoramiq reflecting the amount owing shall serve as prima facie proof of indebtedness for legal purposes.

23. GOVERNING LAW AND JURISDICTION
This Agreement is governed by the laws of South Africa.
The Client consents to the jurisdiction of the High Court of South Africa (Gauteng Division) and agrees to judgment by way of affidavit where applicable.

24. ACCEPTANCE
- acceptance occurs via digital checkbox
- payment constitutes full agreement
- no signature is required for enforceability

25. GENERAL
This Agreement constitutes the entire agreement between the Parties.
Any amendments must be issued in writing by Panoramiq