Terms of Service

1. Acceptance of these Terms

By accessing or using any website, portal, or service operated by ETZ Global (collectively, the "Services"), including https://etzglobal.com (the "Sites"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree, do not use the Services. If you are using the Services on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

2. Who You Are Contracting With

Your agreement is with the relevant ETZ Global group entity below, determined by your billing address (or, if no billing address exists, your primary place of residence or business):

If you sign a separate written agreement with any ETZ Global entity for specific Services, that agreement will control to the extent it conflicts with these Terms.

3. Changes to These Terms

We may update these Terms at any time. We will post the updated version on the Sites with a "Last updated" date. Material changes may be notified by email or prominent notice. Continued use of the Services after changes take effect constitutes acceptance.

4. Eligibility & Accounts

• You must be legally capable of entering into a binding contract.
• If you create an account, you must provide accurate information and keep your credentials confidential. You are responsible for all activities under your account.
• ETZ Global may suspend or terminate accounts for breach or suspected misuse.

5. Description of the Services

ETZ Global provides (among other things) consulting, managed services, cloud/SAP services, support, training, and related professional offerings ("Services"). Specific scope, deliverables, fees, and service levels may be described in proposals, statements of work, order forms, or subscription plans ("Order Documents"), which form part of these Terms.

6. Orders, Fees & Payment

6.1 Pricing & Payment Terms. Fees and payment schedules are set out in the applicable Order Document. Unless otherwise stated, all amounts are exclusive of taxes, duties, or levies.

6.2 Taxes. You are responsible for all applicable taxes (excluding taxes on our net income). If we are obligated to collect taxes, we will invoice you for them.

6.3 Late Payments. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum permitted by law and/or lead to suspension of Services.

6.4 Auto-Renewals (if applicable). Subscriptions may automatically renew for successive terms unless cancelled per the applicable notice period.

7. Acceptable Use & Prohibited Conduct

You must not use the Services to:

• Violate laws or third-party rights (including intellectual property and privacy).
• Transmit malware, spam, or harmful code.
• Attempt to gain unauthorized access to systems or data.
• Interfere with or disrupt the integrity/performance of Services.

We may suspend or terminate access for violations.

8. Intellectual Property

8.1 Our IP. ETZ Global and its licensors retain all rights, title, and interest in the Services, including all related intellectual property.

8.2 Your IP. You retain ownership of materials, data, or content you supply ("Customer Materials"). You grant ETZ Global a limited license to use Customer Materials solely to provide the Services and as otherwise agreed in writing.

8.3 Deliverables. Unless otherwise agreed in writing, ETZ Global grants you a non-exclusive, non-transferable license to use deliverables created for you for your internal business purposes. Source code, tools, or methodologies pre-existing or developed independently by ETZ Global remain ours.

9. Confidentiality

Each party ("Receiving Party") must keep confidential all non-public information disclosed by the other ("Disclosing Party") that is identified as confidential or should reasonably be understood as confidential ("Confidential Information"). The Receiving Party may use Confidential Information only to fulfill its obligations or exercise rights under these Terms and must protect it with at least reasonable care. Exceptions apply for information that is publicly available through no fault of the Receiving Party, known to it without duty of confidentiality, independently developed, or legally compelled to be disclosed (with notice where lawful).

10. Data Protection & Privacy

Your use of the Services may involve the processing of personal data. Our Privacy Policy (linked on the Sites) explains how we collect, use, and protect personal data. Where applicable (e.g., GDPR, POPIA, CCPA), we will enter into any required data processing agreement ("DPA"). You must ensure you have lawful grounds to provide personal data to us and will not provide special categories of personal data unless expressly agreed.

11. Third-Party Services & Links

The Services may link to, integrate with, or rely on third-party products or services. ETZ Global is not responsible for third-party terms, performance, or content. Your use of third-party services is governed by their terms.

12. Warranties & Disclaimers

12.1 Mutual Warranties. Each party warrants it has the authority to enter into these Terms.

12.2 Service Warranties. ETZ Global warrants that it will perform Services in a professional and workmanlike manner consistent with industry standards.

12.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". ETZ GLOBAL DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY.
• EACH PARTY'S TOTAL LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO ETZ GLOBAL FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE 12 MONTHS PRECEDING THE EVENT.

14. Indemnification

You will indemnify and hold harmless ETZ Global and its affiliates, officers, directors, and employees from any claim, damage, liability, cost, or expense (including reasonable legal fees) arising out of: (a) your breach of these Terms; (b) your misuse of the Services; or (c) your infringement or violation of any third-party right.

15. Suspension & Termination

15.1 Suspension. We may suspend access immediately if: (a) you breach these Terms or applicable law; (b) your use presents a security risk; or (c) required by law.

15.2 Termination for Cause. Either party may terminate if the other materially breaches these Terms and fails to cure within 30 days of written notice.

15.3 Effect of Termination. Upon termination: (a) your right to access the Services ceases; (b) you must pay all fees due; (c) each party will return or destroy the other's Confidential Information upon request (unless retention is required by law). Sections that by their nature should survive (e.g., IP, confidentiality, liability limits) will survive.

16. Force Majeure

Neither party is liable for delays or failure to perform due to events beyond reasonable control (e.g., acts of God, war, terrorism, labor disputes, internet outages, governmental actions), provided prompt notice is given and performance resumes as soon as practicable.

17. Export Control & Sanctions

You must comply with all applicable export control and economic sanctions laws. You represent you are not located in, under control of, or a national/resident of any country or person embargoed or sanctioned.

18. Anti-Corruption

You will not, directly or indirectly, offer or provide anything of value to any government official or other person in violation of applicable anti-corruption laws (e.g., FCPA, UK Bribery Act).

19. Notices

Notices must be in writing and delivered by hand, courier, or email to the addresses below (or as updated). Notices are deemed received upon delivery confirmation.

20. Miscellaneous

• Entire Agreement. These Terms and any referenced Order Documents constitute the entire agreement and supersede all prior agreements regarding the Services.
• Order of Precedence. If there is a conflict, the following order applies: (1) a signed master or services agreement (if any); (2) Order Documents; (3) these Terms; (4) policies referenced herein.
• Severability. If any provision is held invalid, the remainder remains in effect.
• No Waiver. Failure to enforce any provision is not a waiver.
• Assignment. You may not assign these Terms without our prior written consent. ETZ Global may assign to an affiliate or in connection with a merger, acquisition, or sale of assets.
• Relationship of Parties. The parties are independent contractors. Nothing creates a partnership, joint venture, or agency.
• Language. These Terms are drafted in English. Translations are for convenience only; the English version controls.

21. Contact Us

If you have questions about these Terms, please contact ETZ Global Legal/Compliance at legal@etzglobal.com.