Purchase Terms and Conditions

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TERMS OF SERVICE AGREEMENT

1. PARTIES

1.1 This Agreement is entered into between:
1.1.1 CALENDARSYNC (PTY) LTD, a company duly registered in terms of the Companies Act of the Republic of South Africa, with registration number 2019/295459/07 (“Calendarsync”); and
1.1.2 The entity or individual agreeing to these terms (“Client”).

2. EFFECTIVE DATE & REPRESENTATIVE AUTHORITY

2.1 This Agreement will come into effect from the date the Client checks the “I Agree” box and starts the first subscription, or authorizes any Google Apps Script / Extension provided by Calendarsync; or, if applicable, the date on which the Agreement is countersigned (the “Effective Date”).
2.2 If a representative is entering into the Agreement on behalf of the Client or another entity, the representative represents and warrants that:
2.2.1 He/she has full legal authority to bind the Client or the applicable entity to these terms;
2.2.2 He/she has read and understands this Agreement; and
2.2.3 He/she agrees, on behalf of the Client that he/she represents, to the terms of this Agreement.
2.3 If a representative doesn’t have the legal authority to bind the Client or the applicable entity, such representative should not click the “I Agree” button (or, if applicable, should not sign this Agreement).
2.4 This Agreement governs the Client’s access to and use of the Services as ordered in the applicable Subscription Form or activated via the online application.

3. PURPOSE OF THE AGREEMENT

3.1 The purpose of the Agreement between the Client and Calendarsync is to:
3.1.1 Optimise collaboration between the Service Provider and the Client;
3.1.2 Define the duties and responsibilities of the Parties; and
3.1.3 Regulate the relationship between the Client and Calendarsync.

PART 1: SUBSCRIPTION PRODUCTS & CALENDAR SUPPORT SERVICES

4. APPOINTMENT, COMMENCEMENT AND DURATION

4.1 The Client hereby appoints Calendarsync to provide the Client with a range of Calendar Support Services, in accordance with the terms and conditions as set out in this Agreement.
4.2 This Agreement shall commence on the Effective Date and shall continue in full force and effect for the duration of the Subscription Period.

5. PROVISION OF SERVICES

5.1 In the execution of its Services, Calendarsync will make use of the Google Workspace Infrastructure and software, and may make use of the services of any third-party service provider, which third-party service provider may be selected in the sole discretion of Calendarsync.
5.2 The Services are implicitly bound by the Google Workspace Online Agreement and the Client acknowledges that it fundamentally defines the provisions of the Service.
5.3 Calendarsync will do all things reasonably necessary to provide and maintain the highest level of Services to the Client.
5.4 Calendarsync shall provide the Client with an online account and support services, which Services shall include the following:
5.4.1 Sharing of calendars with nominated Google Gmail based email addresses;
5.4.2 Making calendar names available for editing;
5.4.3 Making links available for sharing that can be used to subscribe to a calendar;
5.4.4 Changing the sharing rights of the calendars to the Calendar Manager, as requested by the Client or the Event Manager.

6. SERVICE FEATURES

6.1 All Calendar Services are only available to Subscribers that make use of Apple, iOS, and Google Android platforms, but Calendarsync does not guarantee that all Apple, iOS, and Google Android operating systems will be compatible with the Calendar Services.
6.2 All activities added to the Calendars will automatically be updated to the Client’s and subscribed persons’ phone calendar apps within a reasonable time.
6.3 The Service includes a selected amount of modifications per year, which includes changing the names of calendars and creating and/or deleting calendars.

7. CLIENT OBLIGATIONS & CONFIDENTIALITY

7.1 The Client assumes the obligation to:
7.1.1 Ensure that its use of and access to the Services will at all times be in accordance with all applicable laws and regulations of application;
7.1.2 Ensure that all information provided to Calendarsync for the population of the calendars is accurate and correct;
7.1.3 Ensure that any access to the online accounts as provided by Calendarsync is protected and that no unauthorised personnel will have access to the online accounts;
7.1.4 Ensure that the calendars provided by Calendarsync are accessed through an approved browser;
7.1.5 Ensure that all company information exchanged between the Parties remains confidential; and
7.1.6 Acknowledge that all information shared on the calendars forms part of the public domain and that access to the Client’s public calendars cannot be controlled.

8. PRICE AND PAYMENT

8.1 The Client will pay all Fees for the Services via the online portal.
8.2 Client may elect one of the following payment options when subscribing to the Services:
8.2.1 Monthly Plan: If a Client selects this option, the Client will be charged a monthly fee and must make payment before the beginning of every consecutive month to have continued access to the calendars.
8.2.2 Annual Plan: If the Client selects this option, the Client will be charged a rate for access to the calendars over an annual term. The Client will be charged before the term expires in order to ensure continued access to the calendars.
8.3 Payment Details: All payments are to be paid in ZAR Rand, unless otherwise indicated on the Order Form or invoice. Fees for orders where the Client is paying with a credit card, debit card, or other non-invoice form of payment are due at the start of the month for which the Client will receive the Services.
8.4 Cancellation: The Client can cancel its Subscription at any time, and will continue to have access to the Calendar Service through the end of the current Subscription period. To the extent permitted by applicable law, payments are non-refundable, and Calendarsync will not provide refunds or credits for any partial Subscription periods. The information on the calendars will be retained for 1 (one) month after the Subscription is cancelled, after which the information on the calendars will be permanently deleted.
8.5 Changes: Calendarsync reserves the right to change subscription plans and/or the fees of the Service from time to time; however, any changes to fees and/or subscription plans will apply to subsequent billing cycles following written notice of the change(s) to the Client.

9. PROTECTION OF PERSONAL INFORMATION ACT (POPIA) COMPLIANCE

9.1 The Client warrants that all Personal Information provided as part of subscribing to the Service may be retained and stored.
9.2 The Client warrants that the information posted on the calendars has been obtained with the necessary consent as prescribed in the Protection of Personal Information Act, Act 4 of 2013 (“POPIA”).
9.3 For the purposes of this Agreement, the Client acknowledges that all Personal Information entered on the calendars will be used for a public calendar.
9.4 In the event that the Client provides Personal Information of any person who is over the age of 18 (eighteen) years, the Client must ensure that the proper consent has been obtained from such person in relation to the following:
9.4.1 That Calendarsync may Process the Personal Information for Processing Purposes;
9.4.2 That the person whose Personal Information has been provided is aware of, and understands the Processing Purpose;
9.4.3 That the records of the Personal Information may be retained by the Client and Service Provider, even after the Processing Purpose has been met, subject to storage limitations;
9.4.4 That the person is aware that he/she may at any time object to the Processing of Personal Information or lodge a complaint with the Information Regulator in terms of POPIA.
9.5 In the event that the Client provides Personal Information of any person who is under the age of 18 (eighteen) years, the Client must ensure that proper consent has been obtained from a Competent Person.
9.6 The Client agrees that the Calendar Manager is appointed to scrutinize calendar contents and ensure that Calendar administrators are briefed on allowed information and public availability risks.

PART 2: DEVELOPER TOOLS, GOOGLE APPS SCRIPT & OAUTH INTEGRATIONS

10. SYSTEM ARCHITECTURE & SCOPE

10.1 Calendarsync provides custom developer tools and automation extensions, including the Publishing Event Editor V2.10 ecosystem (comprising Main_Controller.gs, consolidated central libraries, background execution triggers, and admin utilities).
10.2 All script executions run within Google Apps Script runtime environments and connect via Google Workspace APIs.

11. GOOGLE OAUTH 2.0 AUTHORIZATION & SCOPE LIMITS

11.1 To execute automated sync, checksum recalculations, and webhooks, the Client authorizes Calendarsync’s applications via Google OAuth 2.0 using the following restricted scopes:
11.1.1 spreadsheets.currentonly: Read and write data exclusively within the active Google Sheet where the script is installed to process event records, read dynamic configurations from the Dropdowns tab, generate checksums, and update row IDs.
11.1.2 calendar.events: Create, edit, update, and remove specific calendar events managed by the system.
11.1.3 calendar.readonly: Read calendar IDs and metadata to populate selection dropdown menus without granting administrative permission to alter or delete calendar ownership structure.
11.1.4 drive.readonly: Access designated Google Drive folder IDs in read-only mode strictly to locate and link source spreadsheets listed in data link configurations.
11.1.5 script.external_request: Transmit authorized event payloads to external website endpoints explicitly defined by the Client (e.g., WordPress APIs).

12. GOOGLE API LIMITED USE & CREDENTIAL PROTECTION

12.1 Calendarsync’s tools strictly adhere to the Google API Services User Data Policy, including Limited Use requirements:
12.1.1 Zero Third-Party Sales: Google API user data is never sold, leased, or monetized.
12.1.2 No Advertising Use: Google API user data is never used or transferred to serve targeted, retargeted, or interest-based advertisements.
12.1.3 Local Credential Storage: Passwords, API credentials, BASE URLs, Form IDs, and Drive folder IDs are stored directly within the Client’s local Google Sheet (Dropdowns tab) and are never stored, logged, or cached on external intermediate servers owned by Calendarsync.

13. REVOCATION OF TOOL ACCESS

13.1 The Client may revoke tool authorization at any time via Google Account Security Settings. Revoking permissions immediately disconnects the system from accessing Google Drive and Calendar data.

PART 3: LEGAL TERMS & GENERAL PROVISIONS

14. GUARANTEE, WARRANTY AND DISCLAIMER

14.1 Calendarsync warrants that it has acquired and will continue to acquire, where required, all necessary licences and permissions for the provision of these Services.
14.2 The Services, tools, and scripts are provided “as is” and without warranty or condition of any kind.
14.3 Calendarsync does not warrant compatibility with all electronic devices or operating systems.

15. INDEMNIFICATION

15.1 The Client agrees to indemnify Calendarsync, and to hold Calendarsync harmless from any loss, expense, or damages that the Client or any person making use of the calendars or tools may sustain or incur as a consequence of:
15.1.1 Failure by the Client to provide accurate and correct information;
15.1.2 Failure by the Client to obtain the necessary consent as prescribed in POPIA;
15.1.3 Any content that is published on the calendars provided by Calendarsync;
15.1.4 Any data breach that may occur;
15.1.5 Any Google Workspace / GSuite Infrastructure service interruptions, platform incompatibilities, or cancellations of subscriptions.
15.2 The Client waives all special, indirect, and consequential damages against Calendarsync.

16. BREACH AND SUSPENSION

16.1 A breach shall be deemed material if it is incapable of being remedied by payment and goes to the root of the contract, and the breaching Party fails to remedy it within 14 (fourteen) days after receipt of written notice.
16.2 If either Party commits any material breach, the non-breaching Party may claim specific performance or cancellation of this Agreement without prejudice to any other rights.
16.3 If Calendarsync becomes aware that the Client’s use of the Services breaches the Agreement, Calendarsync will request correction in writing. If the Client fails to correct the breach within 24 hours, Calendarsync may suspend the Services immediately.

17. INTELLECTUAL PROPERTY RIGHTS

17.1 Except as expressly stated, this Agreement does not grant either Party any rights, implied or otherwise, to the other’s content or Intellectual Property.
17.2 As between the parties, the Client retains all Intellectual Property Rights in Customer Data, and Google / Calendarsync retain all Intellectual Property Rights in their respective software, scripts, APIs, and Services.

18. DISPUTE RESOLUTION AND ARBITRATION

18.1 Any unresolved dispute arising out of, or in connection with this Agreement (excluding non-payment) shall be submitted to and decided by arbitration in terms of The Arbitration Act, 1965, of the Republic of South Africa.
18.2 The tribunal shall consist of one arbitrator, who shall be a practicing attorney or advocate of not less than 10 (ten) years standing appointed by agreement or by the chairperson of the Gauteng Law Council.
18.3 The arbitration shall be held confidentially in Pretoria in the English language, and the written decision shall be binding and not subject to appeal.

19. DOMICILIUM CITANDI ET EXECUTANDI

19.1 Domicilium is presumed to be as per the information submitted at the time of subscription for this service.
19.2 Notices delivered by hand or sent via email to the provided address shall be presumed received on the day of delivery or the first business day following successful transmission.

20. FORCE MAJEURE

20.1 Neither Party shall be liable for a failure to perform its obligations if due to an impediment beyond its reasonable control that could not have been avoided or overcome.
20.2 If a force majeure impediment continues for a period of more than 30 (thirty) days, either Party shall be entitled to terminate this Agreement upon written notice.

21. LIMITATION OF LIABILITY

21.1 Limited Liabilities: Neither party will have any liability arising out of or relating to the Agreement for lost revenues, profits, savings, goodwill, or indirect, special, incidental, consequential, or punitive damages.
21.2 Liability Cap: Each party’s total aggregate liability arising out of or relating to the Agreement is limited to the Fees paid by the Client under the Agreement during the 12 (twelve) month period before the event giving rise to liability.

22. GENERAL PROVISIONS

22.1 Whole Agreement: This Agreement constitutes the entire agreement between the Parties regarding its subject matter and replaces all prior agreements.
22.2 Amendments: Any amendment to this Agreement must be in writing, explicitly state that it amends this Agreement, and be accepted by both Parties.
22.3 Governing Law: This Agreement shall be governed by and construed according to the laws of the Republic of South Africa.
22.4 Severability: If any provision of this Agreement is found to be invalid or unenforceable, that provision shall be severed or modified to make it valid, and the remainder of the Agreement shall remain in full force and effect.
22.5 Waiver: Failure or neglect by either Party to enforce any provision at any time shall not be construed as a waiver of rights or affect the validity of this Agreement.