Terms of Use

1. Service Description

VaultFuzion ("the Platform") is an evidence-grade backup and recovery platform for Microsoft 365 and Microsoft Entra ID. The Platform is a product of Kapardyn Inc. ("Kapardyn", "the Company", "we", "us"), a Delaware corporation registered in the State of Delaware, United States (file no. 10813519), which contracts for and is responsible for the Platform. Synchplus Consulting (Pty) Ltd ("Synchplus"), registration 2023/710873/07, a company registered in the Republic of South Africa (registered address Suite J, 165 West Street, Sandown, Sandton 2109, South Africa), is the registered business that performs the Services and holds the Microsoft partner registration. The Platform comprises integrated products including the Kapsul8 Microsoft 365 backup product, VentraID (backup and recovery for Microsoft Entra ID), PayI (Client Billing), and EvidenceVault (eDiscovery & Compliance). Not all products may be available to all customers; your specific subscription determines product entitlements.

These Terms of Use ("Terms") govern your access to and use of the Platform, including all associated web portals (Partner Portal, Tenant Control Center), APIs, and documentation. By using the Platform, you agree to be bound by these Terms.

2. Eligibility and Account Registration

The Platform is used by Managed Service Providers ("MSPs" or "partners") and their managed tenants, and by organisations that contract with us directly ("direct customers"). These Terms apply to both. You must be at least 18 years of age and have the legal authority to bind your organisation to these Terms. Each user account is personal and non-transferable. You are responsible for safeguarding your credentials, including multi-factor authentication secrets.

2A. Partners, Direct Customers and Microsoft Marketplace

Partners contract with us under the VaultFuzion partner agreement (Master Services Agreement) signed at onboarding. Direct customers contract with us under the VaultFuzion Direct agreement, signed with Kapardyn Inc. Where these Terms and a signed agreement conflict, the signed agreement prevails for that customer.

VaultFuzion is listed on Microsoft Marketplace as a "Contact me" offer. Selecting Contact me does not create an order, a subscription or a contract; it asks us to get in touch with you. Microsoft is not a party to any agreement between you and us, and your contract, if you go on to buy, is the VaultFuzion Direct agreement or the agreement you hold with your partner.

3. Acceptable Use

You agree not to:

• Use the Platform for any unlawful purpose or in violation of any applicable law
• Attempt to gain unauthorised access to other tenants' data or systems
• Interfere with or disrupt the Platform's infrastructure or security mechanisms
• Reverse-engineer, decompile, or disassemble any part of the Platform
• Use the Platform to store data unrelated to its intended purpose (Microsoft 365 backup, Microsoft Entra ID backup, or other contracted services)
• Exceed the limits set out in the Fair Usage Policy
• Share credentials or allow unauthorised third-party access to your account

4. Data Ownership and Intellectual Property

You retain all rights to the data you back up, store, or process through the Platform ("Your Data"). The Company does not claim ownership of Your Data. We access Your Data only to provide the services you have requested (backup, restore, eDiscovery) and as required by law.

The Platform, its source code, algorithms, user interface, documentation, and all associated intellectual property are owned by Kapardyn Inc. and are protected by international copyright and intellectual property laws.

5. Subscription, Billing, and Payment

Subscription fees are billed per seat per month based on the peak seat count recorded during each calendar month (high-watermark billing), with your band’s committed-seat floor where one applies. The per-seat rate is determined by your subscription tier. Prices are quoted in USD unless otherwise specified. Prices exclude any applicable sales, use or similar taxes; where we are required by law to collect a tax, it is added to the invoice and shown separately. Commitment discounts (10%, 18% and 25% on Kapsul8; 15%, 25% and 35% on VentraID) apply to the Kapsul8 seat rate and the VentraID tenant rate respectively, for 1-, 3- and 5-year commitments; no other add-on is discounted. Prices and invoices are in US dollars (USD). Card payments are processed by Peach Payments in South African rand (ZAR) at the exchange rate shown at checkout, and your card issuer may apply currency-conversion or foreign-transaction fees. Each invoice we issue to a partner includes a payment processing fee, shown as a separate line, equal to 3.5% of the invoice total, however the invoice is paid: it is calculated on the amount otherwise due, including any tax, so that it makes up 3.5% of the total (for example, $36.27 on $1,000.00 of charges, for an invoice total of $1,036.27). Invoices we issue to direct customers do not include this fee. Where your signed agreement specifies a different payment method, that agreement governs. Failure to pay may result in service suspension after a 14-day grace period.

Seats whose mailbox is no longer found in Microsoft 365 but whose backup data is retained are classified as Archived Seats and billed at 50% of the applicable per-seat rate until all retained data has been destroyed. Pausing a mailbox does not archive it; a paused seat bills at the full rate. Seats under active legal hold remain at the archived rate indefinitely until the hold is released and data is destroyed.

6. Pricing and Feature Changes

The Company reserves the right to change the pricing of any subscription tier, add-on, or service. We will provide at least thirty (30) days' written notice for month-to-month customers, and at least sixty (60) days' written notice for customers on a committed term (1Y / 3Y / 5Y), via email to your registered billing contact, before any pricing change takes effect. If you do not agree to a pricing change, you may terminate the affected subscriptions without incurring the Section 12 early-termination fee by providing written notice to the Company before the new pricing takes effect.

The Platform, its features, functionality, integrations, user interface, and associated services may be modified, suspended, or withdrawn by us, in our sole discretion, without notice to you. We may add, replace, or discontinue features or products at any time, including during a committed subscription term. We will use commercially reasonable efforts to notify you in advance of material changes, but are not obligated to do so.

7. Fair Usage and Storage Limits

Backups are written to an S3-compatible bucket: your own (Bring-Your-Own-Storage) or, for a direct customer, a bucket the Company provides, whose location the Company tells you on request; backups are taken only while the bucket passes the Platform's storage test. Either way the Company sets no storage allocation and bills no storage overage. For a bucket you bring, you contract for storage directly with your chosen S3-compatible provider and are billed by them under that agreement. For a bucket the Company provides to a direct customer, the Company may charge you for that storage at its documented cost, without margin, billed monthly. The Company reserves the right to change fair usage limits at any time with at least thirty (30) days' written notice.

There is therefore no allocation to exceed and no overage payable to the Company. For a bucket you bring, capacity, retention of raw objects, and any cost arising from growth are governed by your agreement with your storage provider. For a bucket the Company provides to a direct customer, any storage cost arising from growth is passed through at its documented cost, without margin.

Full details of storage handling, fair usage and throttling policies are set out in our Fair Usage Policy.

VentraID is billed per tenant rather than per seat. The VentraID Advanced tier carries a fair-use ceiling of 299 billable seats per tenant, a billable seat being a licensed Exchange Online user mailbox. Exceeding that ceiling does not suspend, throttle, downgrade or re-price the Service and does not withhold any feature. It causes the Company to review the account and, where appropriate, to raise a negotiated commitment with you. Any change to your pricing or entitlement requires your agreement in writing, and the notice period in clause 6 applies.

8. Account Suspension and Service Disruption

The Company reserves the right to suspend, disable, or restrict your access to the Platform, including all associated login IDs, portals, APIs, and backup data, at the Company's sole discretion if:

• You violate any provision of these Terms, the Acceptable Use policy, or the Fair Usage Policy
• Your use of the Platform is disruptive to infrastructure, other customers, or the service as a whole
• Payment is overdue by more than fourteen (14) days
• We reasonably believe your account has been compromised or is being used for fraudulent activity
• We are required to do so by law, regulation, or court order
• Force majeure events prevent us from providing the service

Upon suspension due to non-payment or violation, all remaining fees and subscription costs for the committed term must be paid in full before access to the Platform, features, and data can be resumed. The Company will use commercially reasonable efforts to provide notice before suspension where practicable, but is not obligated to do so in cases involving security threats, legal requirements, or infrastructure disruption.

9. Limitation of Liability

To the maximum extent permitted by applicable law, the Company's total aggregate liability for any and all claims arising from or related to the Platform, these Terms, or the services provided hereunder shall not exceed the fees actually paid by you under these Terms in the six (6) months preceding the event giving rise to the claim.

In no event shall The Company, its directors, officers, employees, agents, licensors, or suppliers be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, loss of business opportunity, cost of procurement of substitute services, or business interruption, regardless of the cause of action or theory of liability (contract, tort, or otherwise), even if the Company has been advised of the possibility of such damages.

10. Data Protection

Synchplus acts as a data processor on behalf of our customers, who remain the data controllers for the information backed up and processed through the Platform. Specific data-protection obligations that apply to your jurisdiction (including any applicable Data Processing Addendum) are set out in your signed agreement with us, whether the partner agreement or the VaultFuzion Direct agreement. See our Privacy Policy for our baseline commitments.

11. Service Level Agreement

We target 99.9% monthly availability for the Platform control plane, measured on a calendar-month basis and excluding scheduled maintenance, force majeure events, and outages caused by third-party services (including Microsoft Graph, the customer's chosen payment gateway, and internet transit providers). Scheduled maintenance windows are communicated at least 48 hours in advance. Where a formal Service Level Agreement is included in your signed subscription agreement, service credits are calculated and applied as set out in that SLA, are capped at one hundred percent (100%) of the affected month's subscription fee for the affected service, and are the sole and exclusive financial remedy for availability shortfalls.

12. Early Termination

If you terminate your subscription before the end of your committed service term for any reason other than a material, uncured breach by the Company, a pre-estimated termination fee equal to the remaining committed subscription fees through the end of the committed service term becomes payable. This amount reflects a genuine pre-estimate of the Company's loss, including engineering, onboarding, and the recovery of the multi-year commitment discount applied to your base rate, and is not a penalty.

Where mandatory consumer-protection law in your jurisdiction limits early-termination charges, the charge will be reduced to the maximum that law permits. This early termination fee may, at the Company's discretion, be waived or reduced by written decision of the VaultFuzion General Manager of Backup & Restore, the Chief Product Officer, or the Chief Executive Officer of Kapardyn Inc. (with the CEO's authority superseding all other persons).

Upon termination (whether by you or by us), we stop taking new backups and, for ninety (90) days after the termination takes effect, we keep the records we hold about your backups, and the Platform's restore functions, and any export function enabled for you, remain available to you; for a direct customer, the Company runs the restores you request. During those ninety days, the retention policy configured for each tenant continues to apply. Backup content held in a storage bucket you provide remains with you; backup content held in a bucket the Company provides is kept for the ninety-day period and then deleted from that bucket, once no S3 Object Lock retention period prevents it. After the ninety-day period we delete the control-plane records relating to you (including the encryption keys, backup metadata, search indexes and credentials) and, on written request, confirm the deletion in writing. Copies of those records in our encrypted database backups are deleted within ninety (90) days after those records are deleted; from then on, backup content left in a bucket can no longer be decrypted. We retain the audit trail and our support-ticket records, retain our invoices, contracts, and billing and distributor records for the period the law requires, and do not delete the records of a tenant under an active legal hold until the hold is released. Cancelling a subscription, non-payment or a suspension of access does not by itself delete any data. The Platform never removes an S3 Object Lock retention period; the owner of a bucket who holds the permission to bypass a governance-mode retention can remove one earlier. Where your signed agreement says otherwise, it governs.

13. Amendments to These Terms

The Company reserves the right to amend these Terms at any time. We will notify you of material changes via email at least thirty (30) days before they take effect. The updated Terms will be effective on the date specified in our notice unless you notify us in writing that you object within that thirty (30) day period.

By continuing to use the Platform after the effective date of amended Terms without having submitted a written objection, you agree to comply with the updated Terms. Should you object to amended Terms, The Company will allow you to either (a) continue under the prior Terms until the end of your current committed service term, or (b) terminate the affected subscriptions subject to the early termination provisions in Section 12.

14. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Republic of South Africa, without regard to its conflict-of-laws rules. Any dispute arising from these Terms shall first be submitted to mediation under the rules of the Arbitration Foundation of Southern Africa (AFSA). If mediation fails, the dispute shall be resolved by arbitration under AFSA rules. The seat of arbitration shall be Johannesburg, South Africa. Where your signed agreement with us contains its own governing-law or dispute-resolution clause, that clause applies to that agreement.

15. Contact

For questions about these Terms, contact us at legal@kapardyn.com.

For help with the Platform, see our Support page.