Terms of Service

1. Acceptance of Terms

By accessing or using VMS (VAT Management System) ("the Service"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not access or use the Service. These Terms constitute a legally binding agreement between you (and, where applicable, the entity you represent) and VMS.

You must be at least eighteen (18) years of age to use the Service. By using the Service on behalf of a business entity, you represent and warrant that you have the authority to bind that entity to these Terms, and the terms "you" and "your" shall refer to that entity.

2. Definitions

In these Terms, the following definitions apply:

"Service" means the VMS cloud-based VAT management platform, including all features, tools, APIs, and related documentation.
"User" means any individual who accesses or uses the Service, whether as an organisation owner, administrator, accountant, or viewer.
"Organisation" means a business entity or company registered on the platform for VAT management purposes.
"Subscription" means the paid or trial plan under which a User accesses the Service.
"Content" means all data, text, images, documents, receipts, and other materials uploaded to or generated by the Service.
"Platform" refers to the web application and all associated infrastructure through which the Service is delivered.

3. Service Description

VMS is a cloud-based VAT management platform designed for South African businesses. The Service provides tools to:

Track and manage VAT transactions (input and output).
Process receipts via optical character recognition (OCR) to extract transaction data.
Generate VAT201 reports and SARS eFiling XML exports.
Manage VAT filing periods and track compliance status.
Collaborate with team members through role-based access control.
Export data in multiple formats (PDF, CSV, Excel, XML).
Analyse VAT data through charts, reports, and period comparisons.

Important: The Service is a VAT management tool and does not constitute tax, accounting, or legal advice. VMS does not act as a tax practitioner, accountant, or legal adviser. You should consult with a qualified professional for specific tax guidance. The Service operates under the framework of the South African VAT Act 89 of 1991 but does not guarantee compliance with SARS requirements.

4. Account Registration

To use the Service, you must:

Create an account with accurate, current, and complete information.
Maintain and promptly update your account information to keep it accurate and complete.
Maintain the confidentiality and security of your account credentials, including passwords and authentication tokens.
Notify us immediately at legal@vms.co.za of any unauthorised access to or use of your account.
Not share your account credentials with any other person or create multiple accounts for a single individual.

You are responsible for all activities that occur under your account, whether or not you have authorised such activities. VMS shall not be liable for any loss or damage arising from your failure to secure your account credentials.

5. Subscriptions and Payment

The Service is offered under the following subscription plans: Starter, Business, Accountant, and Enterprise. Each plan has specific features, transaction limits, and user limits as described on our pricing page.

5.1 Pricing and Currency

All prices are quoted in South African Rand (ZAR) and are inclusive of VAT where applicable.
We reserve the right to change pricing with thirty (30) days' written notice. Price changes will not affect the current billing cycle.

5.2 Payment Processing

Payments are processed through Paystack, a PCI DSS Level 1 compliant payment gateway.
Accepted payment methods include card (credit and debit), debit order, and EFT.
By providing a payment method, you authorise us to charge recurring fees for your chosen plan and billing cycle.

5.3 Auto-Renewal

Subscriptions renew automatically at the end of each billing cycle (monthly or annual) unless cancelled before the renewal date. You will be charged at the then-current rate for your plan.

5.4 Failed Payments and Grace Period

If a payment fails, we will attempt to retry the charge according to our payment retry schedule. You will be granted a grace period of fourteen (14) days during which the Service remains accessible. If payment is not resolved within the grace period, your subscription may be downgraded or suspended.

5.5 Refund Policy

Annual subscriptions: Eligible for a pro-rata refund for unused months if cancelled within the first thirty (30) days. After thirty days, refunds are at our discretion.
Monthly subscriptions: No refunds are provided for partial months. Your access continues until the end of the current billing cycle.
All refund requests should be directed to legal@vms.co.za and will be assessed in accordance with the Consumer Protection Act 68 of 2008.

5.6 Cancellation and Downgrade

You may cancel your subscription at any time through the Service settings. Upon cancellation, your access continues until the end of the current billing cycle. After that, your account will be downgraded and access to premium features will be restricted.

6. Free Trial

We may offer a free trial period for new users. During the trial, you will have access to the features of the selected plan. At the end of the trial period:

Your subscription will automatically convert to a paid plan unless you cancel before the trial ends.
You will be charged the applicable subscription fee for the selected plan and billing cycle.
You may cancel the trial at any time before conversion without charge.
All data entered during the trial will be preserved upon conversion to a paid plan.

7. Plan Limits

Each subscription plan has defined limits on the number of transactions, organisations (companies), and team members. These limits are described on our pricing page and may be updated from time to time.

If you exceed the transaction limit for your plan in a given period, you will be notified and may need to upgrade to continue adding transactions.
If you exceed the organisation or team member limit, you will not be able to add additional organisations or invite new members until you upgrade.
We will provide reasonable notice before enforcing plan limits and will not delete existing data solely due to plan limit exceedance.

8. Acceptable Use

You agree not to:

Use the Service for any unlawful purpose or in violation of any applicable South African or international laws.
Upload malicious files, viruses, trojans, or any harmful or destructive content.
Attempt to gain unauthorised access to the Service, its infrastructure, other user accounts, or related systems.
Use automated tools, bots, scrapers, or crawlers to extract data from the Service without prior written consent.
Share your account credentials with unauthorised individuals or allow multiple individuals to use a single account.
Use the Service to process data for businesses or organisations you are not authorised to represent.
Reverse-engineer, decompile, disassemble, or attempt to derive the source code of the Service.
Interfere with or disrupt the integrity, security, or performance of the Service.
Use the Service to transmit unsolicited communications or spam.
Circumvent or attempt to circumvent any access controls, rate limits, or usage restrictions.

Violation of this acceptable use policy may result in immediate suspension or termination of your account without notice.

9. Data Accuracy and Responsibility

You are solely responsible for the accuracy, completeness, and legality of all data entered into or uploaded to the Service, including but not limited to transaction amounts, VAT rates, VAT registration numbers, vendor and customer details, and business information.

9.1 OCR Disclaimer

Our OCR feature uses artificial intelligence (Google Gemini API) to extract data from receipt images. While we strive for accuracy, OCR-extracted data may contain errors, omissions, or misinterpretations. You must review and verify all OCR-extracted data before finalising transactions. VMS accepts no responsibility for errors in automatically extracted data.

9.2 SARS Filing Responsibility

The Service generates reports and XML exports to assist with SARS VAT filing. However, the ultimate responsibility for the accuracy and timeliness of any VAT return filed with SARS rests solely with you. VMS does not file returns on your behalf and is not responsible for any penalties, interest, or consequences arising from your SARS submissions.

10. Intellectual Property

The Service, including its software, source code, design, user interface, logos, documentation, and all related intellectual property, is owned by VMS and is protected by South African copyright law (Copyright Act 98 of 1978), trademark law, and applicable international treaties.

You are granted a limited, non-exclusive, non-transferable, revocable licence to access and use the Service for its intended purpose during your active subscription period. This licence does not permit sublicensing, resale, or redistribution of the Service.

You retain full ownership of all data, documents, receipts, and other Content you upload to the Service. By using the Service, you grant us a limited, non-exclusive licence to process, store, and display your Content solely for the purpose of providing the Service to you.

11. Receipt and Document Processing

Receipt images and documents are stored securely in access-controlled storage buckets scoped to your organisation.
Uploaded files are restricted to JPEG, PNG, WebP, and PDF formats, with a maximum file size of 10MB per file.
Receipt images sent for OCR processing are transmitted securely to the Google Gemini API, processed in real time, and are not retained by Google after the response is returned.
OCR results are provided on a best-effort basis and may include errors. You are responsible for verifying all extracted data.
Receipt files are retained in accordance with our data retention policy and are deleted within thirty (30) days of account termination, subject to tax record retention obligations.

12. Team and Organisation Access

The Service supports multi-user access within organisations through a role-based access control system with the following roles:

Owner: Full administrative access, including billing, member management, and organisation settings.
Admin: Access to all features except billing and ownership transfer.
Accountant: Access to transactions, reports, and filing features.
Viewer: Read-only access to transactions and reports.

Team members are added via an invitation system with link-based and email invitations that expire after seven (7) days. The organisation owner is responsible for:

Ensuring that only authorised individuals are granted access to the organisation.
Assigning appropriate roles based on each member's responsibilities.
Promptly revoking access for members who are no longer authorised.
All actions taken by team members within the organisation.

13. Data Export and Portability

In accordance with POPIA Section 23 and the principle of data portability, you have the right to export your data from the Service at any time. The following export formats are supported:

PDF: Formatted reports with optional branding (logo and colours).
CSV: Comma-separated values for spreadsheet import.
Excel (XLSX): Microsoft Excel workbook format.
XML: SARS eFiling compatible XML format.

Upon termination or cancellation of your account, you will have a period of thirty (30) days to export your data. After this period, your data will be deleted in accordance with our Privacy Policy.

14. Limitation of Liability

To the maximum extent permitted by South African law:

The Service is provided on an "as is" and "as available" basis without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
We do not warrant that the Service will be uninterrupted, error-free, completely secure, or free from viruses or other harmful components.
We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, business opportunities, or goodwill.
Our total aggregate liability for any and all claims arising from or related to the Service shall not exceed the total fees paid by you in the twelve (12) months immediately preceding the event giving rise to the claim.
We are not liable for any penalties, interest, fines, or other losses arising from incorrect VAT filings, late submissions, or reliance on calculations or data produced by the Service.
We are not liable for errors, omissions, or inaccuracies in data extracted by the OCR feature.
We shall not be liable for any failure or delay in performance caused by events beyond our reasonable control (force majeure), including but not limited to natural disasters, power outages, internet disruptions, government actions, pandemics, or acts of third parties.

15. Indemnification

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

Your use or misuse of the Service.
Your violation of these Terms or any applicable law.
Inaccurate or incomplete data you enter into the Service.
VAT returns or filings based on data from the Service.
Unauthorised access to your account resulting from your failure to maintain the security of your credentials.
Your infringement of any third party's rights.

16. Service Availability

We target 99.9% platform uptime but this is an operational goal, not a service level agreement (SLA) or guarantee. The Service may be temporarily unavailable due to:

Scheduled maintenance: We will endeavour to provide at least twenty-four (24) hours' notice of planned maintenance via email or in-platform notification.
Emergency maintenance: Urgent security patches, critical bug fixes, or infrastructure issues may require immediate maintenance without prior notice.
Third-party outages: The Service depends on third-party infrastructure providers. Outages affecting these providers may impact Service availability.

We shall not be liable for any loss or damage resulting from Service unavailability.

17. Termination

17.1 Termination by You

You may cancel your subscription and request account deletion at any time through the Service settings or by contacting us at legal@vms.co.za. Upon cancellation:

Your access to premium features will continue until the end of the current billing cycle.
You will have thirty (30) days from the effective date of termination to export your data.

17.2 Termination by Us

We may suspend or terminate your access to the Service immediately and without prior notice if:

You breach any provision of these Terms.
You engage in fraudulent, abusive, or illegal activity.
Your payment remains outstanding beyond the grace period.
We are required to do so by law.

17.3 Effect of Termination

Upon termination, your right to use the Service ceases immediately (or at the end of the billing cycle for voluntary cancellation). After the thirty (30) day data export window, your data will be deleted in accordance with our Privacy Policy, subject to legal retention requirements.

18. Governing Law

These Terms are governed by and construed in accordance with the laws of the Republic of South Africa. Any disputes arising from or relating to these Terms or the use of the Service shall be subject to the exclusive jurisdiction of the courts of the Republic of South Africa.

19. Dispute Resolution

In the event of any dispute arising from or relating to these Terms or the Service, the parties agree to the following dispute resolution process:

Negotiation: The parties shall first attempt to resolve the matter through good-faith negotiation within thirty (30) days of written notice of the dispute.
Mediation: If negotiation fails, either party may refer the matter to mediation under the rules of the Arbitration Foundation of Southern Africa (AFSA).
Arbitration: If mediation fails, the dispute shall be referred to and resolved by arbitration in accordance with the rules of AFSA. The arbitration shall take place in South Africa and be conducted in English.
Court proceedings: Either party retains the right to approach the appropriate court for urgent interim relief or where arbitration is not appropriate.

20. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed from these Terms. The remaining provisions shall continue in full force and effect.

21. Entire Agreement

These Terms, together with our Privacy Policy and Cookie Policy, constitute the entire agreement between you and VMS regarding the use of the Service. These Terms supersede all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the parties.

22. Changes to Terms

We reserve the right to modify these Terms at any time. For material changes, we will provide at least thirty (30) days' notice by:

Posting the updated Terms on the Service with a revised "Last updated" date.
Sending an email notification to the address associated with your account.
Displaying an in-platform notification.

Continued use of the Service after the effective date of any changes constitutes your acceptance of the modified Terms. If you do not agree with the changes, you should discontinue use of the Service before the changes take effect.

23. Contact

For questions about these Terms, please contact us at legal@vms.co.za.