Terms & Conditions

In these Terms, unless the context indicates otherwise, the following words and expressions have the meanings assigned below:

• “AutoGuard” means the security operations software platform, mobile applications, web dashboard and related services published by AutoGuard App (Pty) Ltd.
• “Company”, “we”, “us” or “our” means AutoGuard App (Pty) Ltd, a private company incorporated in the Republic of South Africa under registration number 2024/150440/07, with its principal place of business at Waterford Court Office Park, Block I, Unit I43, 236 Glover Avenue, Die Hoewes, Centurion, 0163.
• “Customer”, “Licensee”, “you” or “your” means the natural or juristic person who accesses the website, registers for the service, or executes a Licence Agreement with the Company.
• “Licence Agreement” means the separate written agreement between the Company and the Customer governing the supply of a white-label software licence, including any modules, term, pricing, hosting and white-label rights granted thereunder.
• “Services” means all software, hosting, support, training, integration, and related services made available through AutoGuard, including the web platform, mobile applications and APIs.
• “Personal Information” bears the meaning ascribed in section 1 of the Protection of Personal Information Act, 2013 (Act No. 4 of 2013) (“POPIA”).
• “Intellectual Property” means all patents, trademarks, copyright, source code, designs, trade secrets, know-how, methodologies and other intellectual property rights in or relating to AutoGuard.
• “Business Day” means any day other than a Saturday, Sunday or official public holiday in the Republic of South Africa.

Headings are for convenience only and do not affect interpretation. The singular includes the plural and vice versa.

By accessing the AutoGuard website, registering for a trial, or executing a Licence Agreement, you acknowledge that you have read, understood and agree to be bound by these Terms, our Privacy Policy, and any additional terms or schedules referenced in your Licence Agreement.

If you do not agree with these Terms, you must not access or use AutoGuard.

If you are entering into these Terms on behalf of a juristic person (company, close corporation, trust or other entity), you warrant that you have the necessary authority to bind that entity, and references to “you” will include that entity.

AutoGuard is an operational platform for security companies covering workforce management, shift and roster management, field operations, incident reporting, fleet and weapons register, reporting and compliance, and (where applicable) command-centre functionality.

AutoGuard is offered to Customers under the following models, as elected during onboarding or in the Licence Agreement:

• White-label software licence: A multi-year licence (typically 5 or 10 years, or a custom term agreed in writing) entitling the Licensee to operate, brand and commercialise the platform as its own product for the licence term. All Intellectual Property remains the property of the Company at all times.
• Trial access: Time-limited evaluation access, granted at the Company's discretion, on the terms communicated when the trial is provided.
• Membership / subscription plans: When made generally available, these will be offered under separate published terms.

The Licence Agreement, including any annexures, schedules and statements of work, will prevail to the extent of any conflict with these Terms in respect of the licensed Services.

To use the Services, the Customer must register an administrator account. The Customer is responsible for:

• Providing accurate, current and complete registration information.
• Maintaining the security and confidentiality of usernames, passwords, multi-factor authentication factors and API keys.
• All activity that occurs under its accounts, including the conduct of its administrators, employees and end-users.
• Notifying the Company immediately of any unauthorised use of its accounts or suspected security breach.

The Company may suspend or terminate access where it reasonably believes that accounts have been compromised, are being used in breach of these Terms, or pose a security risk to the platform.

You agree not to use the Services to:

• Violate any applicable law of the Republic of South Africa or of any other jurisdiction in which you operate, including but not limited to POPIA, the Cybercrimes Act, 2020, the Private Security Industry Regulation Act, 2001 (“PSIRA Act”), the Firearms Control Act, 2000, the Labour Relations Act, 1995 and the Basic Conditions of Employment Act, 1997.
• Process Personal Information unlawfully or in breach of the rights of data subjects.
• Interfere with, disrupt, reverse engineer, decompile, disassemble or attempt to derive source code, except to the extent expressly permitted by section 25 of the Copyright Act, 1978.
• Probe, scan or test the vulnerability of the platform without prior written authorisation from the Company.
• Upload viruses, malicious code or content that is unlawful, defamatory, obscene or infringes the rights of any person.
• Use the Services to harass, threaten or harm any person, or to facilitate any criminal activity.
• Resell, sublicense or commercially exploit the Services other than as expressly permitted under your Licence Agreement.

Fees payable for the Services are set out in your Licence Agreement or, for membership plans, in the Company's published pricing.

Unless agreed otherwise in writing:

• All amounts are quoted in South African Rand (ZAR) and exclude Value-Added Tax (VAT), which will be added at the prevailing statutory rate.
• Licence fees are payable in advance in accordance with the schedule set out in the Licence Agreement.
• Membership / subscription fees, where applicable, are billed monthly or annually in advance.
• Late payments attract interest at the prime lending rate of the Company's bankers plus 2% per annum, calculated daily from the due date until payment is received in full.
• The Company may suspend access to the Services where invoices remain unpaid for more than 30 (thirty) days after the due date, without prejudice to its other rights.

All amounts paid are non-refundable except as required by the Consumer Protection Act, 2008 or as otherwise expressly stated in your Licence Agreement.

The name “AutoGuard” and the AutoGuard shield device / logo are trademarks of AutoGuard App (Pty) Ltd. Applications for registration have been filed in the Republic of South Africa in the following classes:

• Class 09 — covering software applications and related products.
• Class 38 — covering telecommunication-related services.
• Class 42 — covering software as a service (SaaS), and the design, development and maintenance of software.

Pending registration, the trademarks are denoted by the “™” symbol. Upon successful registration, the “®” symbol will be substituted. All rights in and to the trademarks, including goodwill, are reserved by AutoGuard App (Pty) Ltd.

Customers granted a licence under a Licence Agreement may use the AutoGuard trademarks only in accordance with the brand guidelines and trademark licence terms set out in that agreement. Any other use of the trademarks — including by Customers operating the software under a white-label arrangement using their own branding — requires the prior written consent of the Company.

You may not register, attempt to register, or use any trademark, domain name, business name or company name that is identical or confusingly similar to the AutoGuard trademarks.

All Intellectual Property in and to AutoGuard, including the source code, object code, user interface designs, documentation, brand assets, and all derivatives, improvements and modifications, is and at all times remains the exclusive property of the Company.

Under a white-label software licence, the Licensee is granted a limited, non-exclusive, non-transferable right to operate, brand and commercialise the Services as its own product for the licence term. This right does not include:

• Any transfer or assignment of ownership in the source code or underlying Intellectual Property.
• Any right to sublicense, resell or distribute the underlying software outside the scope of the white-label deployment agreed in writing.
• Any right to remove, alter or obscure copyright, trademark or proprietary notices in the source code or back-end systems.

Where the Licensee provides feedback, suggestions or contributions in relation to the Services, the Licensee grants the Company a worldwide, royalty-free, perpetual and irrevocable licence to use such feedback for any purpose, without any obligation to attribute or compensate.

The Customer retains ownership of all data it submits to the Services (“Customer Data”). The Customer grants the Company a limited licence to host, process and transmit Customer Data solely as required to provide the Services and as set out in the Privacy Policy.

The Customer warrants that it has obtained all consents and has a lawful basis (as contemplated by POPIA) to submit Personal Information to the Services, including Personal Information of guards, employees, contractors and third parties.

Where the Company processes Personal Information on behalf of the Customer, it does so as an “operator” (as defined in POPIA), and the Customer is the responsible party for the lawful processing of such information. The parties will, where required, conclude an Operator Agreement reflecting the requirements of section 21 of POPIA.

Detailed information on how the Company processes Personal Information is set out in the Privacy Policy, which forms part of these Terms.

The Company will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, subject to:

• Scheduled maintenance, of which reasonable advance notice will be given.
• Emergency maintenance, where notice may be limited.
• Force majeure events as set out in clause 16.
• Outages caused by third-party infrastructure (hosting providers, internet service providers, mobile networks) outside the Company's reasonable control.

Specific uptime commitments, response times and credits (if any) are set out in the Licence Agreement or applicable Service Level Agreement.

Support is provided in English during Business Hours (08:00–17:00 SAST), Monday to Friday, save for plans or Licence Agreements that include extended or 24/7 support.

AutoGuard may integrate with third-party services (such as payment processors, mapping providers, SMS gateways, biometric verification providers and payroll systems). The Customer's use of such third-party services is subject to the third party's own terms and privacy policies.

The Company is not responsible for the availability, performance or accuracy of third-party services, but will use reasonable efforts to maintain integrations and notify the Customer of material disruptions.

The Company warrants that it will perform the Services with reasonable skill and care, in accordance with industry standards applicable to security operations software in the Republic of South Africa.

Except for the warranty above and any non-excludable rights granted to the Customer under the Consumer Protection Act, 2008, the Electronic Communications and Transactions Act, 2002 (“ECT Act”) or other applicable South African law, the Services are provided on an “as is” and “as available” basis, and the Company expressly disclaims all other warranties, whether express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose or non-infringement.

The Company does not warrant that:

• The Services will be uninterrupted, error-free or completely secure.
• The Services will meet every operational requirement of every Customer.
• Defects will be corrected within any specified time period unless agreed in writing.

Nothing in these Terms limits or excludes either party's liability for:

• Death or personal injury caused by its negligence.
• Fraud or fraudulent misrepresentation.
• Any liability that cannot be lawfully limited or excluded under the Consumer Protection Act, 2008, the ECT Act or POPIA.

Subject to the above, and to the maximum extent permitted by law:

• Neither party will be liable to the other for any indirect, special, consequential, punitive or exemplary damages, including loss of profit, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings, or loss or corruption of data, whether in contract, delict or otherwise, even if advised of the possibility of such loss.
• The Company's aggregate liability arising out of or in connection with the Services in any 12-month period will not exceed the total fees actually paid by the Customer to the Company for the Services in the 12 months preceding the event giving rise to the liability.

The Customer acknowledges that the limitations and exclusions in this clause are reasonable having regard to the nature of the Services and the fees payable.

The Customer indemnifies and holds the Company harmless against any third-party claim, loss, damage, liability, cost or expense (including reasonable legal fees) arising out of or related to:

• The Customer's breach of these Terms or any Licence Agreement.
• The Customer's unlawful or unauthorised processing of Personal Information through the Services.
• Any content or data uploaded to the Services by or on behalf of the Customer.
• The Customer's violation of any applicable law or third-party right.

These Terms commence on the date you first accept them and continue for the duration of your use of the Services or your Licence Agreement, whichever is longer.

Either party may terminate these Terms or any Licence Agreement on written notice if the other party:

• Commits a material breach which is not capable of being remedied, or which is not remedied within 14 (fourteen) days of written notice requiring its remedy.
• Becomes insolvent, is placed under business rescue, is provisionally or finally liquidated, or commits any act of insolvency.
• Ceases or threatens to cease carrying on business.

On termination or expiry, the licence to use the Services ends immediately, and the Customer must cease all use of the Services. The Company will, on written request received within 30 (thirty) days of termination, make available an export of the Customer's data in a structured machine-readable format, after which the Company may delete Customer Data in accordance with the Privacy Policy.

Clauses dealing with intellectual property, confidentiality, indemnity, limitation of liability, governing law and any other provisions which by their nature should survive termination will continue in force.

Each party agrees to keep confidential all non-public information disclosed to it by the other party that is identified as confidential or that would reasonably be considered confidential having regard to its nature, including the contents of any Licence Agreement, pricing, technical information, business plans and Customer Data.

Confidential information may only be used for the purposes of performing under these Terms or the Licence Agreement, and may not be disclosed to any third party except:

• To employees, contractors and professional advisors who have a need to know and are bound by equivalent confidentiality obligations.
• Where disclosure is required by law, regulation or order of a competent court, in which case the disclosing party will (where lawful) give prior notice to the other party.

Neither party will be liable for any failure or delay in performance to the extent caused by events beyond its reasonable control, including natural disasters, fire, flood, war, civil unrest, acts of terrorism, government action, labour disputes, electricity outages of more than 4 (four) consecutive hours, telecommunications failures, pandemics or quarantine restrictions.

The affected party will notify the other party as soon as reasonably possible and will resume performance once the event has ceased.

The Company may amend these Terms from time to time. Material changes will be notified to active Customers by email or in-app notice at least 30 (thirty) days in advance, and the updated Terms will be published on this page with a revised “Last updated” date.

Continued use of the Services after the effective date of the changes constitutes acceptance of the amended Terms.

Notices to the Company must be in writing and sent to:

AutoGuard App (Pty) Ltd
Waterford Court Office Park, Block I, Unit I43
236 Glover Avenue, Die Hoewes, Centurion, 0163
Email: info@leogroup.co.za

Notices to the Customer will be sent to the email address provided during registration or as updated by the Customer in writing.

Notices will be deemed received: (a) if delivered by hand, on the date of delivery; (b) if sent by email, on the date of transmission, provided no bounce-back is received; or (c) if sent by registered post, 7 (seven) days after posting.

These Terms and any Licence Agreement are governed by, and will be construed in accordance with, the laws of the Republic of South Africa.

The parties consent to the non-exclusive jurisdiction of the High Court of South Africa, Gauteng Division, Pretoria, in respect of any dispute arising out of or in connection with these Terms, without prejudice to the Company's right to institute proceedings in any other court of competent jurisdiction.

Where the Customer qualifies as a consumer under the Consumer Protection Act, 2008, any right under that Act to refer a dispute to the National Consumer Tribunal or the appropriate court is preserved.

• Entire agreement: These Terms, together with the Licence Agreement and the Privacy Policy, constitute the entire agreement between the parties in relation to the Services and supersede all prior agreements, representations and understandings.
• Severability: If any provision is found to be invalid or unenforceable, the remaining provisions will continue in full force and the invalid provision will be replaced by an enforceable provision that most closely reflects the original intent.
• No waiver: No failure or delay in exercising any right will constitute a waiver of that right.
• Assignment: The Customer may not assign or cede any rights or obligations under these Terms without the prior written consent of the Company. The Company may assign these Terms to an affiliate or in connection with a sale, merger, reorganisation or sale of substantially all of its assets.
• Relationship: Nothing in these Terms creates a partnership, joint venture, employment or agency relationship between the parties.
• Counterparts and electronic signature: These Terms may be executed in counterparts and accepted electronically, in accordance with the ECT Act.

Questions about these Terms can be directed to:

AutoGuard App (Pty) Ltd
Email: info@leogroup.co.za
Phone: +27 12 111 9164
Address: Waterford Court Office Park, Block I, Unit I43, 236 Glover Avenue, Die Hoewes, Centurion, 0163