Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client", "you", or "your") and Linqit Solutions (Pty) Ltd ("Linqit", "we", "us", or "our"), governing your access to and use of the linqIQ platform ("Platform").

By accessing, registering for, or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are accepting these Terms on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation.

If you do not agree with any part of these Terms, you must not access or use the Platform.

2. Definitions

• "Platform" means the linqIQ web application, including the Consultant Portal and Client Portal, and all associated features, tools, analysis engines, and reports.
• "Services" means the software licence intelligence, audit analysis, reporting, and related services provided through the Platform.
• "Consultant" means a channel partner, managed service provider (MSP), or authorised analyst accessing the Platform via the Consultant Portal.
• "End-Client" means the organisation whose software licensing environment is being analysed.
• "Log Data" means system logs, application logs, usage records, device identifiers, user account information, and any other technical data collected from an End-Client's IT environment for the purposes of licence analysis.
• "Findings" means all analysis outputs, classifications, recommendations, reports, projections, cost estimates, and any other results generated by the Platform.
• "SYSPRO Module" refers to the SYSPRO License Intelligence module of the Platform.
• "M365 Module" refers to the Microsoft 365 License Intelligence module of the Platform.

3. Platform Description & Services

linqIQ is a multi-tenant SaaS platform that provides organisations with insight into software licence utilisation across SYSPRO ERP and Microsoft 365 environments. The Platform operates through two primary modules:

3.1 SYSPRO License Intelligence

This module processes operational log data from SYSPRO ERP environments through a multi-stream analysis engine. Capabilities include operator classification, concurrency analysis, robot and integration detection, identity deduplication, module heatmapping, named user impact simulation, security and credential hygiene analysis, infrastructure stability assessment, and shared device and shift pattern detection.

3.2 Microsoft 365 License Intelligence

This module analyses Microsoft 365 tenant data to provide licence inventory views, downgrade recommendations, blocker detection, disabled account identification, domain analysis, usage analysis, and bulk action script generation.

3.3 Value Bridge & Reporting

The Platform includes a business case builder ("Value Bridge"), executive report generation, and an impact simulator for modelling licensing scenarios.

3.4 Dual-Portal Architecture

Access to the Platform is provided through two portals: a Consultant Portal with full management, editing, and override capabilities; and a Client Portal providing read-only dashboard access, self-service exports, and recommendation tracking.

4. Accounts, Access & Roles

Access to the Platform requires registration and authentication. You agree to:

• Provide accurate and complete registration information
• Maintain the confidentiality of your account credentials
• Notify us immediately of any unauthorised access or security breach
• Accept responsibility for all activity that occurs under your account

The Platform employs role-based access controls across both portals. Consultants are responsible for managing user access within their allocated tenants and ensuring that End-Client portal access is granted only to authorised personnel.

We reserve the right to suspend or terminate any account that we reasonably believe is being used in violation of these Terms or poses a security risk.

5. Data Collection, Processing & Ownership

5.1 Log Data

The Platform collects Log Data from End-Client environments as directed by the Consultant or End-Client. This may include system logs, software installation records, licence keys, device identifiers, hostnames, usernames, usage metrics, and system configuration details.

Log Data is collected and processed solely for the purpose of performing licence analysis and generating Findings through the Platform. We do not use Log Data for any purpose outside the scope of the agreed services.

5.2 Data Ownership

All Log Data uploaded to or collected by the Platform remains the property of the End-Client. Linqit does not claim ownership of any client data processed through the Platform.

Linqit retains ownership of the Platform, its analysis engines, algorithms, methodologies, user interface, reports templates, and all intellectual property embodied therein.

5.3 Data Retention

Log Data is retained in accordance with a rolling retention period as specified in the applicable service agreement. Upon termination of services, client data will be securely deleted unless retention is required by law or by written agreement.

5.4 Data Protection

All personal information processed through the Platform is handled in accordance with the Protection of Personal Information Act, 2013 ("POPIA") and our Privacy Policy.

6. Acceptable Use

You agree not to:

• Use the Platform for any unlawful purpose or in violation of any applicable law or regulation
• Attempt to gain unauthorised access to any part of the Platform, other user accounts, or any systems or networks connected to the Platform
• Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or analysis methodologies of the Platform
• Copy, modify, distribute, sell, lease, or sublicense any part of the Platform or its outputs without prior written consent
• Upload data that you do not have the right or authorisation to provide
• Use the Platform to process data for entities not covered by your service agreement
• Interfere with, disrupt, or place an unreasonable burden on the Platform's infrastructure
• Use automated scripts, bots, or scrapers to access or extract data from the Platform except through provided export functionality
• Remove, obscure, or alter any proprietary notices, branding, or attribution on the Platform or its reports

7. Intellectual Property

The Platform, including but not limited to its software, analysis engines, algorithms, statistical models, user interface, design, documentation, report templates, and all associated intellectual property, is and remains the exclusive property of Linqit Solutions (Pty) Ltd.

No licence or right is granted to you by implication, estoppel, or otherwise, other than the limited right to access and use the Platform in accordance with these Terms and your service agreement.

Reports and Findings generated by the Platform may be used by the Client for their internal business purposes. However, the underlying methodologies, templates, and analytical frameworks remain the intellectual property of Linqit.

8. Fees, Pricing & Payment

8.1 Platform Fees

Access to the Platform is subject to fees as set out in your service agreement or subscription plan. All fees are exclusive of value-added tax (VAT) unless otherwise stated.

8.2 Payment Terms

Fees are payable in accordance with the terms specified in the applicable service agreement. Failure to make timely payment may result in suspension of access to the Platform.

8.3 Pricing & Cost Projections — Best Efforts Only

Where the Platform presents licence cost calculations, pricing comparisons, downgrade savings estimates, named user migration projections, competitive TCO comparisons, or any other financial modelling:

1. These figures are estimates only and are derived from the data available to the Platform at the time of analysis.
2. Linqit does not guarantee or warrant that any specific pricing, discount, or commercial terms will be available from any software vendor, reseller, or licensing authority.
3. Linqit undertakes to use its reasonable best efforts to assist the Client in obtaining the most adequate and competitive pricing available, but makes no representation that any particular pricing outcome will be achieved.
4. Actual licensing costs are subject to vendor pricing policies, volume agreements, regional variations, exchange rate fluctuations, and other factors outside Linqit's control.
5. The Client acknowledges that all licensing and purchasing decisions remain solely the responsibility of the Client, and that any cost projections provided through the Platform should be independently verified before making financial commitments.

9. Disclaimer of Warranties

The Platform and all Services, Findings, reports, recommendations, classifications, projections, and outputs generated by or through the Platform are provided on an "as is" and "as available" basis.

To the maximum extent permitted by applicable law, Linqit Solutions (Pty) Ltd expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to:

• Any implied warranties of merchantability, fitness for a particular purpose, or non-infringement
• Any warranties that the Platform will be uninterrupted, error-free, secure, or free of viruses or other harmful components
• Any warranties regarding the accuracy, completeness, reliability, or timeliness of any Findings, analysis outputs, recommendations, or reports
• Any warranties that the Findings will achieve any particular result, outcome, or benefit for the Client

Without limiting the generality of the foregoing, Linqit does not warrant that:

• The operator classifications, user categorisations, or activity tiers assigned by the analysis engine are complete or error-free
• The robot detection, identity deduplication, or credential hygiene analysis will identify all relevant accounts or patterns
• The downgrade recommendations, blocker detection, or licence optimisation suggestions are suitable for implementation without independent verification
• The cost projections, savings estimates, ROI calculations, or competitive comparisons reflect actual achievable outcomes
• The Log Data collected is complete, accurate, or representative of the Client's full licensing position

10. Audit Findings & Recommendations

10.1 Nature of Findings

The Findings generated by the Platform — including operator classifications, concurrency analysis, robot detection scores, identity deduplication results, module heatmaps, security assessments, infrastructure stability reports, downgrade recommendations, cost projections, and Value Bridge outputs — are analytical outputs based on the data provided. They are intended to assist and inform decision-making but are not a substitute for independent professional judgement.

10.2 No Warranty on Accuracy or Completeness

Linqit makes no warranty, guarantee, or representation as to the accuracy, completeness, correctness, or reliability of any Findings. The quality of Findings is inherently dependent on the quality, completeness, and accuracy of the Log Data provided. Incomplete, corrupted, or unrepresentative data may produce Findings that do not reflect the Client's actual licensing position.

10.3 No Professional or Legal Advice

Nothing in the Findings, reports, or recommendations produced by the Platform constitutes legal advice, financial advice, tax advice, or professional licensing compliance advice. The Client should consult with appropriately qualified professionals before making licensing, procurement, or compliance decisions based on Platform outputs.

10.4 Client Responsibility

The Client bears sole responsibility for:

1. Verifying the accuracy and completeness of all Findings before acting upon them
2. Making all licensing, procurement, and compliance decisions independently
3. Ensuring that the Log Data provided to the Platform is accurate, complete, and representative
4. Reviewing and validating any recommendations before implementation, including but not limited to licence downgrades, account removals, robot consolidations, and named user migrations
5. Obtaining independent professional advice where appropriate

10.5 Consultant-Authored Content

Where reports include consultant-authored narrative, strategic findings, or custom commentary added via the Consultant Portal, such content is the responsibility of the authoring Consultant. Linqit is not liable for the accuracy, completeness, or suitability of consultant-authored content.

11. Limitation of Liability

To the maximum extent permitted by applicable law:

1. Linqit shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, business opportunities, goodwill, or anticipated savings, arising out of or in connection with these Terms, the Platform, or any Findings, regardless of the theory of liability (contract, delict, strict liability, or otherwise) and even if Linqit has been advised of the possibility of such damages.
2. Linqit shall not be liable for any damages, losses, or costs arising from the Client's reliance on any Findings, recommendations, cost projections, pricing estimates, or reports generated by the Platform.
3. Linqit shall not be liable for any damages arising from the implementation of any recommendations, including but not limited to licence downgrades, account removals, user reclassifications, or changes to licensing agreements made by the Client or any third party based on Platform outputs.
4. In no event shall Linqit's total aggregate liability to you for all claims arising out of or in connection with these Terms or the Platform exceed the total fees paid by you to Linqit in the twelve (12) month period immediately preceding the event giving rise to the claim.

12. Indemnification

You agree to indemnify, defend, and hold harmless Linqit Solutions (Pty) Ltd, its directors, officers, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Your use of or access to the Platform
• Your breach of these Terms
• Your reliance on any Findings, recommendations, or reports generated by the Platform
• Any decisions made or actions taken by you based on Platform outputs
• The upload of data to the Platform that you were not authorised to provide
• Any claim by a third party arising from your use of the Platform or its outputs

13. Confidentiality

Each party acknowledges that in the course of using or providing the Platform, it may receive or have access to confidential information of the other party. Both parties agree to:

• Keep all confidential information strictly confidential and not disclose it to third parties without prior written consent, except as required by law
• Use confidential information only for the purposes contemplated by these Terms and the applicable service agreement
• Take reasonable measures to protect confidential information from unauthorised access, use, or disclosure

Confidential information does not include information that is publicly available, independently developed, or lawfully received from a third party without restriction.

14. Security & Multi-Tenancy

The Platform employs a multi-tenant architecture with the following security measures:

• Row-Level Security: Database-level policies enforce tenant data isolation, ensuring that every query is scoped to the authenticated tenant
• Role-Based Access Control: Granular permission controls across user roles and portals
• Authentication: JWT-based session management with role and tenant claims
• Secrets Management: Credentials are stored using a pluggable secrets provider and are write-only — they are never displayed through the Platform
• Audit Trail: All significant actions — including data uploads, recommendation changes, report publications, and logins — are logged with timestamp and actor
• Encryption: Data is encrypted in transit and at rest

While we implement commercially reasonable security measures, no platform can guarantee absolute security. In the event of a security incident affecting your data, we will notify you in accordance with POPIA and our incident response procedures.

15. Platform Availability

We aim to maintain high availability of the Platform but do not guarantee uninterrupted access. The Platform may be temporarily unavailable due to scheduled maintenance, updates, infrastructure issues, or circumstances beyond our reasonable control.

We will make reasonable efforts to provide advance notice of planned maintenance. We shall not be liable for any loss or damage resulting from Platform downtime or unavailability.

16. Termination

16.1 Termination by Either Party

Either party may terminate these Terms in accordance with the termination provisions set out in the applicable service agreement.

16.2 Termination for Breach

Linqit may suspend or terminate your access to the Platform immediately and without notice if you materially breach these Terms, including but not limited to violations of the acceptable use provisions, non-payment of fees, or unauthorised data access.

16.3 Effect of Termination

Upon termination:

1. Your right to access and use the Platform ceases immediately
2. Client data will be retained for a reasonable wind-down period (not exceeding 30 days unless otherwise agreed) to allow for data export, after which it will be securely deleted
3. Sections of these Terms that by their nature should survive termination — including Disclaimer of Warranties, Limitation of Liability, Indemnification, Confidentiality, and Governing Law — shall continue in full force and effect

17. Governing Law & Jurisdiction

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

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. The parties agree to submit to the jurisdiction of the High Court of South Africa, Gauteng Division, Pretoria.

Before instituting any legal proceedings, the parties agree to first attempt to resolve any dispute through good-faith negotiation for a period of not less than 30 (thirty) days.

18. Changes to These Terms

Linqit reserves the right to modify these Terms at any time. Material changes will be communicated via the Platform or by email notification to the address associated with your account.

Continued use of the Platform after changes have been communicated constitutes acceptance of the revised Terms. If you do not agree with any changes, you must discontinue your use of the Platform and contact us to discuss termination.

19. Contact Us

If you have any questions about these Terms of Service, please contact us: