Master Terms and Conditions

Preamble and definitions

It is the profound business and aim of Trinity Global / Limitless IOT to provide quality products and services to customers who desire to acquire proficiency in the field known as Internet of Things (IOT).

In this document, unless specifically otherwise indicated:

• “Products” shall denote, but are not restricted to, those amenities enumerated under Paragraph 4.1;
• “Service package” shall entail the compendium consisting of products and/or services agreed upon between Trinity Global / Limitless IOT and the customer;
• “Non-essential services” shall signify services which can conveniently be postponed (under challenging circumstances) to a more convenient date or location;
• “Interfere with hardware” specifically refers to changing the original characteristics of the hardware manufactured and supplied by Trinity Global / Limitless IOT.

1. Parties and application

1.1 These Terms and Conditions (“Terms”) regulate the legal relationship between:

Trinity Global, including its applicable divisions, subsidiaries, brands and associated entities, including Limitless IOT (“Trinity”, “Limitless IOT”, “TG”, “we”, “us” or “our”);

and

the person or legal entity purchasing, accessing, licensing, subscribing to or otherwise using any Product or Service (“Customer”, “you” or “your”).

1.2 The principal business address of Trinity Global / Limitless IOT is:

1.3 These Terms apply to all Products and Services supplied by us unless expressly replaced or supplemented by a written agreement signed by authorised representatives of both parties.

1.4 Product-specific terms, quotations, invoices, statements of work, Service Level Agreements (“SLAs”), licences, warranties and other written agreements may supplement these Terms.

1.5 If there is an inconsistency between these Terms and a separately signed written agreement, the signed agreement shall prevail to the extent of the inconsistency.

1.6 Where the Customer is a consumer protected by mandatory provisions of South African law, those provisions shall prevail over any inconsistent provision of these Terms.

2. Definitions

2.1 “Application” means any mobile, web, desktop or other software application developed, owned, operated or licensed by us.

2.2 “Business Customer” means a Customer acquiring Products or Services wholly or predominantly for business purposes.

2.3 “Customer Data” means information, data, records, configurations, content, measurements, telemetry and other information submitted by, collected for or generated on behalf of the Customer through the Services.

2.4 “Device” means any IoT device, sensor, gateway, controller, monitoring unit, communications device, hardware component or other equipment supplied, manufactured, designed, developed or distributed by us.

2.5 “Documentation” means technical documentation, user manuals, specifications, installation instructions and other documentation supplied with a Product or Service.

2.6 “Intellectual Property” includes all patents, designs, copyright, trademarks, trade names, domain names, trade secrets, know-how, source code, object code, firmware, algorithms, databases, schematics, designs, inventions, specifications and other intellectual-property rights.

2.7 “IoT Platform” means any software, cloud, dashboard, monitoring, analytics, device-management or device-control platform provided by us.

2.8 “Product” means any hardware, Device, software, equipment, component or other product supplied by us.

2.9 “Services” means all services provided by us, including software development, hardware development, manufacturing, data collection, data processing, hosting, monitoring, support, maintenance, integration, device management and related services.

2.10 “SLA” means a written Service Level Agreement governing recurring or managed Services.

2.11 “Third-Party Provider” means an independent third party providing delivery, telecommunications, cloud hosting, payment processing, manufacturing, logistics, software, marketplace, connectivity or other services.

3. Acceptance of these Terms

3.1 By accessing our website or Application; creating an account; placing an order; purchasing a Product; accepting a quotation; entering into an SLA; making payment; or using any Service, you acknowledge that you have read and accepted these Terms.

3.2 Where the Customer is a juristic person, the person accepting these Terms warrants that they have authority to bind that juristic person.

3.3 If you do not agree to these Terms, you must not access or use the relevant Services or Products.

4. Products and Services

4.1 We may provide:

• IoT software development
• IoT hardware development
• firmware development
• IoT data collection
• data processing and analytics
• IoT manufacturing
• Device sales
• software licensing
• cloud services
• device-control platforms
• monitoring platforms
• technical support
• maintenance
• integration services
• third-party platform services
• promotional and marketplace services
• third-party product sales
• other technology-related Products and Services.

4.2 The specific scope of any Product or Service shall be determined by the applicable order, quotation, specification, SLA or statement of work.

5. Quotations and orders

5.1 A quotation issued by us is valid for the period stated in the quotation.

5.2 Unless expressly stated otherwise, a quotation does not constitute acceptance of an order.

5.3 We reserve the right to reject an order.

5.4 An order becomes binding when accepted by us or when we commence performance, whichever occurs first, subject to applicable law.

5.5 Custom Products and development work may only commence after receipt of any required deposit, approval, specification or other prerequisite.

5.6 The Customer is responsible for reviewing specifications, quantities, technical requirements and other order details before confirming an order.

6. Prices and taxes

6.1 All prices shall be stated in South African Rand unless otherwise specified.

6.2 VAT shall be charged where legally applicable.

6.3 Unless expressly included, the Customer shall be responsible for applicable delivery charges; installation charges; telecommunications charges; subscriptions; third-party platform fees; customs duties; and other disclosed charges.

6.4 We may amend prices for future purchases.

6.5 A price applicable to an accepted and paid order will not be retrospectively increased except where permitted by law.

7. Payment

7.1 Payment must be made in accordance with the applicable quotation, invoice, order, subscription or SLA.

7.2 We may require full payment before dispatch of Products.

7.3 We may require deposits or milestone payments for custom development or manufacturing.

7.4 Payment obligations are independent of the Customer’s use of the Product or Service unless otherwise expressly agreed.

7.5 A Customer may not withhold payment or set off amounts allegedly owed by us unless permitted by law or expressly agreed in writing.

7.6 Where a payment is reversed, dishonoured or otherwise fails, the Customer remains liable for the amount due.

8. Recurring payments and debit orders

8.1 Where an SLA or subscription requires recurring payments, the Customer authorises us or our authorised payment processor to process the agreed recurring payment.

8.2 The applicable amount, frequency, commencement date, minimum term, if any, and cancellation requirements shall be specified in the relevant SLA or order.

8.3 The Customer must ensure that sufficient funds are available.

8.4 A failed debit order does not extinguish the underlying debt.

8.5 We may suspend Services for material non-payment after providing any notice required by law or the applicable agreement.

8.6 Cancellation of a debit-order instruction does not, by itself, terminate an underlying contractual commitment.

8.7 Nothing in this clause limits a statutory cancellation right.

9. Service Level Agreements

9.1 Recurring Services may be governed by a separate SLA.

9.2 The SLA may specify minimum contract periods, recurring fees, service levels, support hours, response times, maintenance windows, exclusions, connectivity requirements and termination provisions.

9.3 Unless expressly agreed otherwise, service levels do not constitute guarantees that every Device or Service will operate continuously without interruption.

9.4 Service levels may be affected by third-party infrastructure, telecommunications networks, power supply, internet availability and Customer equipment.

10. Delivery

10.1 Products may be delivered through independent third-party courier and logistics providers.

10.2 Delivery dates are estimates unless expressly guaranteed in writing.

10.3 We shall not be responsible for delays caused by Third-Party Providers or circumstances beyond our reasonable control, subject to any mandatory statutory rights.

10.4 The Customer must provide an accurate delivery address and contact information.

10.5 The Customer must inspect Products within a reasonable period after delivery and notify us of apparent damage, shortages or incorrect Products.

10.6 Nothing in this clause limits statutory rights concerning delivery, defective goods or risk.

11. Plug-and-play Devices

11.1 Where a Product is marketed as “plug-and-play”, this means that it has been designed to simplify installation and configuration under the conditions specified in its Documentation.

11.2 Plug-and-play functionality does not guarantee operation under every environmental or network condition.

11.3 Successful operation may depend upon electricity, internet connectivity, cellular coverage, Wi-Fi, compatible hardware, telecommunications providers, cloud infrastructure, environmental conditions and correct installation.

11.4 The Customer is responsible for ensuring that its premises and infrastructure satisfy the Product’s technical requirements.

12. Hardware warranties

12.1 Hardware Products shall be subject to the applicable statutory warranties and any additional written warranty expressly supplied with the Product. See also our Warranty and Returns Policy.

12.2 Nothing in these Terms excludes or limits a statutory right that cannot lawfully be excluded.

12.3 A warranty claim may require proof of purchase, serial number, photographs, diagnostic information, description of the fault and/or return of the Product.

12.4 A warranty may not apply to damage caused by misuse, abuse, unauthorised modification, incorrect installation, physical damage, exposure outside specified operating conditions, power surges, water or environmental damage where the Product is not rated for such exposure, incompatible equipment, unauthorised firmware or software, or other circumstances outside the Product’s intended use, to the extent permitted by law.

13. Returns

13.1 Return requests must be submitted to [email protected].

13.2 The Customer must provide sufficient information to enable us to identify the transaction.

13.3 Returned Products may be inspected and tested.

13.4 Where a return is based on a defect, statutory consumer remedies shall apply where applicable.

13.5 Custom-made, personalised or specially manufactured Products may be subject to different return conditions where permitted by law.

13.6 Nothing in these Terms removes statutory rights relating to defective, unsafe or unsuitable goods.

14. Cancellation

14.1 Customers may request cancellation by contacting [email protected].

14.2 For electronic transactions, cancellation rights prescribed by the Electronic Communications and Transactions Act 25 of 2002 (“ECTA”) shall apply where applicable. ECTA requires online suppliers to provide specified information to consumers and, in certain circumstances, provides cancellation rights where prescribed requirements are not met.

14.3 Where a separate contractual cancellation period is offered, that period shall apply subject to mandatory statutory rights.

14.4 Cancellation of an SLA does not retrospectively cancel amounts already properly incurred.

14.5 Any early-termination charges must comply with applicable South African law.

15. Refunds

15.1 Subject to statutory rights, our commercial refund policy permits eligible refund requests to be submitted within two (2) months of the applicable purchase or transaction.

15.2 Refund requests must be submitted to [email protected].

15.3 The request must include Customer details, invoice/order number, date of purchase, Product or Service, reason for the request and supporting information.

15.4 Approved refunds shall ordinarily be processed through the original payment method where reasonably possible.

15.5 The two-month commercial refund period does not limit any refund, cancellation, replacement, repair or other remedy which a Customer has under mandatory applicable law.

16. Software licence

16.1 Unless expressly agreed otherwise, software supplied by us is licensed, not sold.

16.2 Subject to payment of applicable fees, we grant the Customer a limited, non-exclusive, non-transferable and revocable licence to use the software for its intended purpose.

16.3 The Customer shall not copy the software except as legally permitted; distribute it without authorisation; sublicense it; commercially exploit it outside the agreed scope; circumvent security measures; reverse engineer it except to the extent legally permitted; or attempt to obtain source code.

17. Intellectual Property

17.1 All Intellectual Property owned or developed by Trinity Global or Limitless IOT before, during or independently of a Customer project remains our property unless expressly transferred in a written agreement.

17.2 Payment for a Product or Service does not automatically transfer ownership of source code, firmware, software frameworks, libraries, development tools, hardware designs, circuit designs, manufacturing processes, algorithms, databases, platform architecture or know-how.

17.3 Custom-development Intellectual Property shall be governed by the applicable development agreement or statement of work.

17.4 Unless expressly agreed otherwise, we retain the right to reuse general concepts, techniques, know-how, frameworks and non-Customer-specific technology developed during a project.

18. Customer Intellectual Property

18.1 The Customer warrants that it owns or has lawful rights to all material supplied to us.

18.2 The Customer indemnifies us, to the extent permitted by law, against third-party claims arising from the Customer’s unlawful use of material, designs, data or Intellectual Property supplied to us.

19. Custom hardware development

19.1 Custom hardware development shall be governed by agreed specifications.

19.2 Changes to specifications after approval may result in additional fees and revised timelines.

19.3 Prototype performance may differ from production performance.

19.4 Unless expressly guaranteed, development estimates are not guarantees of production quantities, delivery dates or commercial performance.

19.5 Regulatory certification, approvals, radio-frequency approvals, telecommunications approvals and other regulatory requirements shall be allocated between the parties in the applicable project agreement.

20. Manufacturing

20.1 Manufacturing quantities, specifications, tooling, component requirements, quality standards and delivery dates shall be determined by the applicable manufacturing agreement or order.

20.2 We may use third-party manufacturers and component suppliers.

20.3 Component shortages, supplier failures, semiconductor shortages, logistics disruptions, exchange-rate movements and other supply-chain circumstances may affect delivery.

20.4 Where the Customer supplies designs or specifications, the Customer warrants that it has the right to use them.

21. Device control platform

21.1 The Device-control platform may permit remote monitoring, configuration or control of connected Devices.

21.2 Remote control depends on infrastructure that may include telecommunications networks, internet connections, cloud systems and electricity.

21.3 We do not warrant uninterrupted remote control.

21.4 Unless expressly agreed in writing, the Services must not be used as the sole safety mechanism for systems where failure could reasonably result in death, serious injury, environmental catastrophe or significant property damage.

22. Data and telemetry

22.1 Devices may collect telemetry, operational information, measurements, location information, usage information and other data.

22.2 The precise data collected depends upon the Device, configuration and Service.

22.3 The Customer is responsible for ensuring that it has lawful authority to deploy Devices and collect personal information from persons or property under its control.

23. Customer Data

23.1 Subject to our rights under these Terms, the Customer retains ownership of Customer Data.

23.2 The Customer grants us a limited licence to host, transmit, process, analyse and otherwise use Customer Data to the extent reasonably necessary to provide the Services.

23.3 We may use aggregated and appropriately anonymised information for analytics, security, research, product improvement and development.

23.4 The Customer remains responsible for the accuracy and legality of Customer Data supplied to us.

24. POPIA and personal information

24.1 We process personal information in accordance with applicable South African law, including the Protection of Personal Information Act 4 of 2013 (“POPIA”).

24.2 Personal information may be processed for account administration, order fulfilment, payment processing, delivery, technical support, platform operation, security, fraud prevention, legal compliance, customer communication and other lawful purposes disclosed to the Customer.

24.3 We may appoint authorised operators and service providers to process personal information on our behalf.

24.4 Where required, additional data-processing agreements may apply.

24.5 Our Privacy Policy forms part of the contractual framework applicable to personal-information processing.

25. Information security

25.1 We shall implement reasonable technical and organisational safeguards appropriate to the nature of information processed.

25.2 No internet-connected system can be guaranteed to be completely secure.

25.3 Customers must protect passwords, API credentials, administrator accounts, Device credentials and other authentication information.

25.4 The Customer must immediately notify us of suspected compromise.

26. Third-party services

26.1 Our Services may depend upon Third-Party Providers.

26.2 These may include payment providers, courier companies, telecommunications providers, cloud providers, hosting providers, manufacturers, marketplace operators and software providers.

26.3 We are not responsible for the acts or omissions of independent Third-Party Providers except to the extent that applicable law provides otherwise.

26.4 Third-party services may be subject to their own terms.

27. Telecommunications and connectivity

27.1 IoT Devices may rely on cellular, Wi-Fi, internet or other communications networks.

27.2 We do not control third-party telecommunications networks.

27.3 Coverage, network availability, bandwidth, latency and network policies may affect Device performance.

27.4 A telecommunications outage does not necessarily constitute a failure of the Device or our software.

28. Acceptable use

The Customer shall not use the Services unlawfully; interfere with our systems; attempt unauthorised access; introduce malware; attack or probe infrastructure; circumvent authentication or security controls; use Devices for unlawful surveillance; infringe third-party rights; resell Services without authorisation; or use the Services in a manner that creates unreasonable risk to our systems or other customers.

29. Suspension

29.1 We may suspend access where reasonably necessary because of material non-payment, security threats, unlawful use, material breach, abuse of the platform or circumstances requiring emergency technical intervention.

29.2 Where practicable, we shall provide notice before suspension.

29.3 Suspension does not extinguish amounts already due.

30. Confidentiality

30.1 Each party shall protect confidential information received from the other party.

30.2 Confidential information may only be used for purposes connected with the contractual relationship.

30.3 This obligation does not apply to information that is publicly available without breach, was lawfully known before disclosure, is independently developed, or must be disclosed by law.

30.4 Confidentiality obligations survive termination.

31. Warranties and disclaimers

31.1 Except where expressly provided or required by law, Products and Services are supplied for their stated purpose and subject to their Documentation.

31.2 We do not warrant that Services will be completely uninterrupted; every Device will operate in every environment; telecommunications networks will remain available; third-party platforms will remain available; or Products will satisfy requirements not communicated to us.

31.3 No exclusion in these Terms applies to a warranty or consumer right that cannot lawfully be excluded.

32. Limitation of liability

32.1 Nothing in these Terms excludes or limits liability to the extent that such exclusion or limitation is prohibited by applicable law.

32.2 Subject to clause 32.1, we shall not be liable for indirect, consequential, special or incidental losses, including loss of profit, revenue, business opportunity or anticipated savings.

32.3 We shall not be liable for loss arising from Customer misuse, unauthorised modification, third-party telecommunications failure, third-party platform failure, Customer infrastructure failure, power failure, unlawful Customer activity or events beyond our reasonable control.

32.4 Nothing in these Terms excludes liability for fraud, wilful misconduct, gross negligence or any liability which may not lawfully be excluded.

33. Indemnity

33.1 To the extent permitted by law, the Customer indemnifies us against third-party claims arising directly from unlawful Customer use of the Services, infringement caused by Customer-supplied material, unauthorised modification of Products, unlawful processing of personal information by the Customer or breach of these Terms by the Customer.

33.2 This indemnity does not apply to the extent that the claim resulted from our own conduct for which liability cannot lawfully be excluded.

34. Force majeure

34.1 Neither party shall be liable for delay or failure caused by circumstances beyond its reasonable control.

34.2 Such circumstances may include natural disasters, war, civil unrest, strikes, government action, epidemics or pandemics, power failures, telecommunications failures, cyber incidents, supply-chain disruption, transport disruption and Third-Party Provider failures.

34.3 The affected party shall take reasonable steps to mitigate the effects.

35. Termination

35.1 A party may terminate a contractual relationship where the other party commits a material breach and fails to remedy that breach within a reasonable period after receiving written notice, unless immediate termination is legally justified.

35.2 We may terminate or suspend access where continued operation would create a material security, legal or operational risk.

35.3 Termination shall not affect accrued rights.

35.4 Amounts properly due before termination remain payable.

35.5 Customer licences may terminate where the underlying subscription or licence terminates.

36. Effect of termination

Upon termination: outstanding amounts become payable in accordance with the agreement; access to subscription Services may cease; licences may terminate; Customer equipment remains the Customer’s responsibility; and provisions intended to survive termination shall continue.

37. Electronic contracting

Electronic communications and transactions may be used to conclude agreements between the parties.

The ECTA regulates electronic transactions in South Africa and includes requirements concerning online supplier information, electronic contracting and consumer cancellation rights.

Electronic records may be retained as evidence of transactions where legally permissible.

38. Marketing and communications

We may send transactional communications required to administer Products and Services.

Direct marketing communications shall be conducted subject to applicable law.

Customers may exercise applicable opt-out rights.

39. Website and platform security

The Customer shall not interfere with website operation; circumvent security controls; introduce malicious code; perform unauthorised penetration testing; or access restricted systems without written authorisation.

40. Regulatory compliance

40.1 Each party shall comply with laws applicable to its activities.

40.2 The Customer is responsible for obtaining licences, permissions or approvals required for its particular use of Products and Services unless expressly agreed otherwise.

40.3 Where Products incorporate telecommunications or radio functionality, applicable regulatory requirements may apply.

41. Dispute resolution

41.1 The parties shall endeavour to resolve disputes through good-faith negotiation.

41.2 A dispute should first be submitted in writing to [email protected].

41.3 Nothing in this clause prevents a consumer from exercising a statutory right to approach an applicable regulator, ombud, tribunal or other dispute-resolution body. This includes making use of an accredited mediator rather than court action. Mediation will only be entered into if and when there is no other pending litigation and on condition that both parties agree that the matter be mediated, which mediator should be appointed, and that the determination of the mediator shall be final.

41.4 Subject to mandatory statutory jurisdiction, the appropriate courts of the Republic of South Africa shall have jurisdiction.

42. Governing law

These Terms shall be governed by, interpreted and subject to the laws of the Republic of South Africa.

43. Notices

43.1 Legal notices to us must be sent to [email protected] and, where required, to:

43.2 The Customer must maintain accurate contact information.

44. Assignment

44.1 The Customer may not transfer or assign its rights or obligations without our prior written consent, except where such restriction is prohibited by law.

44.2 We may assign or transfer our rights and obligations to an affiliated entity, successor or purchaser of the relevant business, subject to applicable law.

45. Subcontracting

We may appoint subcontractors and Third-Party Providers to perform portions of the Services.

We remain responsible for our contractual obligations to the extent required by law and the applicable agreement.

46. Severability

If any provision is found invalid or unenforceable, it shall be severed or modified to the minimum extent necessary, without affecting the remaining provisions.

47. No waiver

Failure to enforce any provision does not constitute a waiver of that provision.

48. Entire agreement

These Terms, together with the applicable quotation, order, SLA, statement of work, Product documentation, licence and Privacy Policy, constitute the agreement between the parties concerning the relevant transaction.

49. Amendments

We may update these Terms from time to time.

The version applicable to an existing transaction shall be determined in accordance with applicable law and the contractual relationship.

Material changes affecting existing Customers shall be communicated where legally required.

50. Customer acknowledgement

By placing an order, making payment, accepting an SLA, creating an account or using the Services, the Customer acknowledges that:

• it has had reasonable opportunity to review these Terms;
• it understands the material provisions applicable to the transaction;
• it accepts these Terms subject to applicable law;
• it has authority to enter into the agreement; and
• statutory rights that cannot lawfully be excluded remain unaffected.

Schedule 1 – Customer and company details

Information Officers:
Marius Radyn — [email protected]
Marcus Elliot — [email protected]

Schedule 2 – SLA commercial terms

For each SLA, the applicable agreement should specify:

1. Customer name
2. Products covered
3. Devices covered
4. number of Devices
5. subscription fee
6. billing frequency
7. debit-order date
8. minimum contract period
9. renewal terms
10. cancellation notice
11. support hours
12. response times
13. service availability target
14. maintenance windows
15. connectivity arrangements
16. data retention period
17. exclusions
18. hardware warranty
19. replacement procedure
20. termination procedure

Schedule 3 – Order and Product terms

Each Product order should specify, where applicable:

1. Product name
2. Product model
3. quantity
4. serial numbers
5. hardware specifications
6. software version
7. accessories
8. price
9. VAT
10. delivery charges
11. delivery address
12. expected delivery date
13. warranty
14. subscription requirements
15. connectivity requirements
16. installation requirements
17. applicable return procedure

Schedule 4 – Important Customer notice

Customers are advised that IoT Products may depend upon electricity, internet connectivity, cellular networks, cloud infrastructure and third-party systems.

Accordingly, Customers must not use the Products as the sole safety mechanism for applications where failure could result in death, serious injury, substantial property damage or other catastrophic consequences unless expressly designed, certified and contracted for that purpose.