Terms of Use

1. Service Description

VaultFuzion ("the Platform") is an evidence-grade Microsoft 365 and endpoint protection platform. The Platform is a product of the Kapardyn division of Synchplus Consulting (Pty) Ltd ("Synchplus", "the Company", "we", "us"), a company registered in the Republic of South Africa. Kapardyn is a wholly-owned division of Synchplus Consulting; VaultFuzion is an exclusive product of Kapardyn. The Platform comprises integrated products including the Kapsul8 backup suite (M365 Backup and EndpointBackup for Windows desktops, laptops, and servers), VentraID (Entra ID Protection), VaultDMARC (Email Authentication Intelligence), 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 designed for use by Managed Service Providers ("MSPs") and their managed tenants. 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.

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, endpoint backup, or other contracted services)
• Exceed the Fair Usage Policy storage limits for your subscription tier
• Deploy the Kapsul8 EndpointBackup Windows agent to systems for which you do not have lawful administrative authority
• 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 Synchplus Consulting (Pty) Ltd 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). The per-seat rate is determined by your subscription tier. Prices are quoted in USD unless otherwise specified. Applicable taxes (VAT, GST, sales tax) are added based on the customer's billing jurisdiction. Multi-year commitment discounts (8% for 1-year, 15% for 3-year, 20% for 5-year) apply to base tier pricing only. Payment is processed through the payment gateway specified in your signed subscription agreement. Failure to pay may result in service suspension after a 14-day grace period.

Seats removed from active protection but with retained backup data are classified as Archived Seats and billed at 50% of the applicable per-seat rate until all retained data has been destroyed. 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

All subscription tiers include a fair usage storage allocation of 50 GB per seat per month, unless a different allocation is explicitly specified in your signed subscription agreement or contract. The Company reserves the right to change fair usage limits and storage allocations at any time with at least thirty (30) days' written notice.

If your aggregate storage usage exceeds your fair usage allocation, we will notify your MSP administrator. Backup operations will continue, but the MSP will be billed for overage storage at the prevailing overage rate. Repeated or excessive overage may result in throttling or, at our discretion, mandatory tier upgrade.

Full details of storage allocations, overage rates, and throttling policies are set out in our Fair Usage Policy.

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 to Synchplus 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 Master Services Agreement. See our Privacy Policy for our baseline commitments.

10A. Kapsul8 EndpointBackup — Specific Terms

The Kapsul8 EndpointBackup product (the "Endpoint Backup Service") provides backup, retention, and restore capabilities for Windows endpoints (desktops, laptops, and Windows Servers). The following terms apply specifically to the Endpoint Backup Service and operate in addition to the general Terms set out above.

• Operating-system scope: the Endpoint Backup Service supports Windows 10, Windows 11, and Windows Server 2016, 2019, and 2022 only. macOS, Linux, ChromeOS, and mobile operating systems are not supported in current tiers.
• Minimum commitment endpoints (revenue floor): the Base tier carries a minimum commitment of seventy-five (75) endpoints per tenant; the Pro tier carries a minimum commitment of one hundred (100) endpoints per tenant. You will be billed at the per-endpoint rate for at least the minimum count regardless of how many endpoints are actually enrolled, deployed, or in active use during the billing period. The minimum applies on a per-tenant basis (not aggregated across the customer's portfolio). This commitment is in addition to, and not in lieu of, any longer-term commitment period (1-year, 2-year, 3-year) you may have signed up for.
• One-time tenant onboarding fee: for each new tenant you onboard onto the Endpoint Backup Service, a one-time setup fee is payable before agent deployment. The setup fee covers cloud infrastructure provisioning, Windows MSI installer rebranding and RMM deployment script generation, application-aware backup writer configuration, initial restore-drill validation (with a signed validation report), Partner Portal onboarding and training, and a tenant-specific runbook. The standard fee is ZAR 8,000 (or USD 480 equivalent) for month-to-month commitments and scales down with longer commitment terms (1-year, 2-year, 3-year, or 5-year channel-partnership tier). The Pro-Accelerator add-on, available optionally per-workstation, is an additional one-time charge separate from the tenant onboarding fee. Setup fees are non-refundable once provisioning has commenced, and monthly per-endpoint billing only commences upon countersignature of the restore-drill validation report by both Kapardyn's and the partner's technical leads.
• Commitment period terms: you may elect a month-to-month (M2M), one-year (12-month), two-year (24-month), or three-year (36-month) commitment period at the time of contract execution. Per-endpoint pricing is currently uniform across commitment periods; longer commitments confer price lock for the contract term (no upward price adjustment by the Company during the locked period). Early termination during a committed term is subject to a pre-estimated termination fee equal to remaining committed subscription fees through end of term, as set out in the general Terms above. Month-to-month subscriptions may be cancelled by either party with thirty (30) days written notice.
• Agent deployment authority: you warrant that you have lawful administrative authority to install and operate the Windows agent on every endpoint enrolled under your subscription. You are responsible for compliance with applicable workplace surveillance, employment, and privacy laws in the jurisdictions where endpoints operate.
• Anti-virus / EDR coexistence: the Windows agent is code-signed with an Extended Validation certificate, but some endpoint detection and response (EDR) products may require manual exclusion configuration. We will provide vendor-specific guidance; you remain responsible for configuring exclusions in your security tooling.
• Storage allowances and overage: per-endpoint storage allowances are specified in your subscription tier (see our Fair Usage Policy). Storage consumed above the included allowance is billed at the published overage rate per gigabyte stored per month. Excessive storage growth driven by unusual customer behaviour (e.g., backing up user-generated content fragments rather than file changes) may be classified as out-of-scope use.
• Restore quotas: ordinary restore activity is included in the subscription fee. Extraordinary restore patterns (multiple full-estate restores within a single calendar month) may incur additional charges; we will give you notice before any such charge applies.
• Tier features: features marked as "Coming Q3 2026" or otherwise referenced as roadmap items (including but not limited to Continuous Data Protection, automatic ransomware rollback, and Elite-tier features) are not contractually committed under current-tier subscriptions and may change without obligation.
• Recovery time and point objectives: we publish target Recovery Time Objectives (RTOs) and Recovery Point Objectives (RPOs) per tier. Actual recovery times and data-transfer throughput depend on customer network and internet bandwidth, endpoint hardware, data volume, and restore scope, and are not contractually guaranteed unless expressly stated in a signed subscription agreement.
• Initial seed: for large estates, initial full backup ("seed") may take multiple nights to complete over standard customer network connections. We may, at our discretion and at additional cost, offer a physical seed option (encrypted USB drive transfer).
• Open-source components: the Endpoint Backup Service makes use of certain open-source software components operated under their respective licences. Licence notices and attributions are available on request. Open-source components do not change our obligations to you under these Terms.
• Ransomware and malicious-software resilience: the Service protects prior backups against ransomware tampering through a tamper-evident, hash-chained audit trail, application-enforced immutable legal holds, content-addressable storage with per-tenant encryption, and point-in-time snapshots that enable recovery to a pre-infection state. However, the Service does not guarantee that data backed up after a ransomware infection has occurred is recoverable in its pre-infection state; the customer is responsible for combining the Service with appropriate endpoint detection, incident response, and recovery procedures.

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 the Consumer Protection Act 68 of 2008 ("CPA") applies to your subscription, the applicable reasonable cancellation charge will be calculated in accordance with section 14 of the CPA and regulation 5 of the CPA Regulations. 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 Synchplus Consulting (Pty) Ltd (with the CEO's authority superseding all other persons).

Upon termination (whether by you or by us), we will make Your Data available for export for a period of thirty (30) days. After this period, Your Data will be securely deleted in accordance with our data retention and destruction policies, including issuance of SHA-256 destruction certificates where applicable.

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 law specified in your signed Master Services Agreement. In the absence of an executed agreement, these Terms are governed by the laws of the Republic of South Africa and any dispute arising from them shall be resolved by arbitration under the rules of the Arbitration Foundation of Southern Africa (AFSA), with the seat of arbitration in Johannesburg, Gauteng — provided that the customer may elect to have the dispute heard in a court of competent jurisdiction in the customer's home country if required by local consumer-protection law.

15. Contact

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