Terms of Service

These Terms of Service (“Terms”) form a binding agreement between you (“you”, “your” or the “Customer”) and GMAT Consulting (Pty) Ltd (“GMAT”, “we”, “us” or “our”), a company registered in South Africa with registration number 2022/374130/07 and registered address 7 Carnation Street, Gallo Manor, Sandton, Johannesburg, Gauteng, 2052.

They govern your access to and use of the GMAT Financial Analysis Platform, including the Sushi AI assistant, the diagnostic reports, and all related services (together, the “Services”).

By creating an account, connecting an accounting system, or using the Services, you accept these Terms. If you do not accept them, you may not use the Services. If you are accepting on behalf of a company or other entity, you confirm you have authority to bind that entity.

Our Privacy Policy (available at gmatconsulting.com/privacy) forms part of these Terms and describes how we handle personal information.

• Eligibility: you must be at least 18 years old and legally able to enter into a binding contract. The Services are intended for business use, not personal or household use.
• Accurate information: you must provide accurate account information and keep it up to date.
• Account security: you are responsible for all activity under your account. You must keep your login credentials secure, maintain two-factor authentication, and notify us immediately at legal@gmatconsulting.com of any suspected unauthorised access.
• Authorised users: where you invite or permit others to access your account or your business data, you remain responsible for their use of the Services and for ensuring they comply with these Terms.

The Services require you to connect a third-party accounting platform (such as Xero, QuickBooks or Sage). By connecting, you confirm that:

• you are authorised to grant us access to that data, including where it contains information about your customers, suppliers, employees or other third parties;
• you have obtained any consents required under applicable data protection law (including POPIA) before sharing that information with us; and
• you will comply with the terms of the third-party platform.

We are not responsible for the third-party accounting platform, its availability, its accuracy, or any changes it makes to its systems or interfaces. If a third-party platform restricts, rate-limits or terminates our access, the Services may be interrupted or degraded through no fault of ours.

As between you and us, you own your business financial data (“Customer Data”). You grant us a limited licence to access, process, store and analyse Customer Data solely to provide the Services to you, to maintain and secure the platform, and as otherwise permitted in our Privacy Policy.

We do not sell your Customer Data. We do not share your identifiable Customer Data with other customers.

As described in our Privacy Policy, we retain anonymised and aggregated insights derived from use of the Services — which cannot be linked back to you, your business, or any individual — to operate and improve the Services. These insights are not Customer Data and are not personal information.

This section is fundamental to your use of the Services. Please read it carefully.

The Services provide financial analysis, insights, reports and commentary generated from your Customer Data, including by artificial intelligence. The Services are an information and decision-support tool.

The Services do NOT constitute professional financial, accounting, tax, legal, audit, investment or business advice, and no professional relationship is created between you and GMAT by your use of the Services.

Nothing produced by the Services — including Sushi’s responses, diagnostic reports, red flags, benchmarks, scorecards, recommendations, or any draft financial statements — is a substitute for the judgement of a suitably qualified professional who has reviewed your specific circumstances. You are solely responsible for any decision you make or action you take based on the Services, and you do so at your own risk.

Where GMAT separately provides professional advisory services to you under a distinct engagement letter, that engagement is governed by its own terms and not by these Terms.

The Services use artificial intelligence. You acknowledge and accept that:

• Output may be wrong. AI-generated analysis can contain errors, omissions, misinterpretations or fabricated information, and may be incomplete or out of date. We do not warrant the accuracy, completeness or reliability of any output.
• Output depends on your data. The Services analyse the data available in your connected accounting system. If that data is incomplete, unreconciled, miscoded or inaccurate, the output will reflect those deficiencies. We do not audit, verify or validate your data.
• Benchmarks are directional. Any industry benchmarks or comparisons presented are general indicators only, not figures from an audited external benchmarking database, and must be treated as directional rather than authoritative.
• Draft financial statements require professional finalisation. Where the Services produce draft or template annual financial statements, these are a working draft only. They are not IFRS-compliant statutory financial statements, are not reviewed or audited, and require review, adjustment and finalisation by your own qualified accountant — including classifications, adjusting journals, disclosures, accounting policies and going-concern assessment. Any reliance on them, or submission of them to any bank, SARS, regulator, lender, investor or other third party, is entirely at your own risk and is your responsibility, not ours.
• You must verify before relying. You must independently verify any output before relying on it for any decision, filing, disclosure or communication to a third party.

You must not:

• use the Services unlawfully, or in breach of any applicable law or regulation;
• upload or connect data you are not authorised to share;
• attempt to access another customer’s data or any part of the platform you are not authorised to access;
• probe, scan, penetration-test, reverse engineer, decompile or attempt to derive the source code, models, prompts or underlying methodology of the Services without our prior written consent;
• resell, sublicense, or provide the Services to third parties as a service, except where expressly permitted under a written partner or white-label agreement with us;
• use the Services to build, train or improve a competing product; or
• interfere with, disrupt, overload or circumvent any security, rate-limiting or access-control feature of the Services.

We may suspend or terminate your access immediately if we reasonably believe you have breached this section.

• Fees: you agree to pay the fees for your selected subscription plan as set out on our pricing page at gmatconsulting.com. All fees are in South African Rand (ZAR) and exclusive of VAT unless stated otherwise.
• Billing: subscription plans are available on a monthly or annual basis and are billed in advance via our payment provider. You authorise us to charge your payment method on a recurring basis for the plan you select.
• Renewal: your subscription renews automatically for successive periods (monthly or annual, matching your selected plan) unless cancelled in accordance with clause 14.
• Price changes: we may change our fees at any time. Any change takes effect from your next billing cycle, and we will notify you before it applies. If you do not accept a price change, you may cancel in accordance with clause 14.
• Non-payment: if payment fails or is overdue, we may suspend your access after reasonable notice.
• Refunds: fees are non-refundable except as required by law. Cancelling does not entitle you to a refund of fees already paid for the current billing period.

We will use reasonable efforts to keep the Services available, but we do not warrant that the Services will be uninterrupted, timely, secure, error-free, or that any defect will be corrected. The Services may be unavailable due to maintenance, third-party platform failures, rate limits, network issues or events beyond our control.

Except as expressly stated in these Terms, and to the maximum extent permitted by law, the Services are provided “as is” and “as available”, and we disclaim all warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, accuracy and non-infringement.

Data loss is an inherent risk in any technology service. While we take reasonable measures to protect your data, you are responsible for maintaining your own records in your source accounting system, which remains your system of record.

You use the Services entirely at your own risk.

To the fullest extent permitted by law, GMAT, its members, directors, employees, contractors and representatives have no liability whatsoever to you or to any third party arising out of or in connection with these Terms, the Services, or your use of or reliance on them, including but not limited to:

• any loss of revenue, profit, goodwill, customers, capital or anticipated savings;
• any legal, tax, accounting, audit or regulatory compliance issue, penalty, assessment or dispute;
• any loss arising from any decision made, action taken, or action not taken in reliance on the Services or any output produced by them;
• any error, omission, inaccuracy, misinterpretation or incompleteness in any output, analysis, report, benchmark, red flag, recommendation or draft financial statement produced by the Services;
• any inaccuracy, incompleteness or deficiency in the data in your connected accounting system, which we do not audit, verify or validate;
• any submission made by you to SARS, any bank, lender, investor, regulator or other third party;
• any interruption, unavailability, delay, degradation or failure of the Services, including where caused by a third-party platform, rate limits, or events beyond our control;
• any loss or corruption of data; and
• any indirect, consequential, incidental, special, punitive or exemplary loss or damage, however arising, whether in contract, delict (including negligence) or otherwise, and whether or not we were advised of the possibility of such loss.

Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited, including liability for fraud, wilful misconduct, gross negligence, or death or personal injury caused by negligence, or any obligation imposed on us by the Protection of Personal Information Act, 2013.

Where, despite the above, liability is found to attach to us and cannot lawfully be excluded, our total aggregate liability for all claims arising over the entire term of these Terms is limited to the total fees paid by you to us in the 1 month immediately preceding the event giving rise to the claim.

No claim may be brought against us more than 6 months after the date on which you became aware, or ought reasonably to have become aware, of the circumstances giving rise to the claim. Any claim not brought within that period is barred.

You indemnify GMAT, its members, directors, employees, contractors and representatives against all claims, losses, demands, actions, damages, liabilities, costs, expenses (including reasonable legal fees) and causes of action whatsoever arising directly or indirectly out of any acts taken or decisions made based on the Services or any output produced by them, whether suffered by you, your directors, shareholders, or any other third party, and you hold GMAT harmless therefrom.

Without limiting the above, you indemnify us against any claim, loss or liability arising from:

• your breach of these Terms or your unlawful use of the Services;
• your failure to obtain the consents required for any data you connect or upload;
• any submission you make to SARS, any bank, lender, investor, regulator or other third party, whether or not informed by the Services;
• any decision taken by your board, directors or owners; and
• any claim by a third party (including your customers, suppliers, employees, investors, lenders or regulators) relating to your reliance on, or distribution of, output produced by the Services.

It is your responsibility, and that of your directors and shareholders, to provide accurate and complete information about your business and to maintain accurate records in your accounting system. We do not audit, verify or validate that information. We cannot be held liable or responsible for any information reported by you to any stakeholder, nor for your business practices, your products or services, or any content you publish.

The figures accepted, presented and submitted by you remain the sole responsibility of your registered directors and owners.

Each party will keep the other’s confidential information confidential and use it only for the purposes of these Terms. This does not apply to information that is public through no breach, independently developed, or required to be disclosed by law.

We own all intellectual property in the Services, including the GMAT Financial Analysis Platform, the Sushi assistant and character, our analytical framework and methodology, our prompts and models, our reports and templates, and all software, branding and content — excluding your Customer Data.

You are granted a limited, non-exclusive, non-transferable, revocable licence to use the Services during your subscription, for your internal business purposes only.

You may use the reports and outputs generated for your own business within your organisation and with your professional advisors. You may not redistribute, resell or publish them as a commercial product, or remove any attribution or disclaimer from them.

If you give us feedback or suggestions, we may use them freely without obligation to you.

• By you:you may cancel your subscription on 30 days’ notice, effective at the end of your current billing period. You may disconnect your accounting system and request deletion of your data at any time, as described in our Privacy Policy.
• By us:we may suspend or terminate your access immediately for breach of these Terms, non-payment after notice, or where required by law; or on 30 days’ notice for any other reason.
• Effect: on termination your licence ends and your access ceases. We will delete your identifiable data as described in our Privacy Policy, subject to legal retention obligations. Sections 4, 5, 6, 10, 11, 12 and 13 survive termination.
• Export your data: before terminating, you are responsible for exporting anything you need. Your source accounting system remains your system of record.

We may modify, add to or discontinue features of the Services. We may update these Terms from time to time. If we make a material change, we will notify you by email or through the Services before it takes effect. Your continued use after the change takes effect constitutes acceptance. If you do not accept a material change, you may cancel.

• Governing law: these Terms are governed by the laws of the Republic of South Africa.
• Jurisdiction: subject to the dispute resolution clause below, the parties submit to the exclusive jurisdiction of the High Court of South Africa, Gauteng Division, Johannesburg.
• Dispute resolution: if any dispute arises under these Terms, the parties shall negotiate in good faith to settle it. If the parties cannot resolve the dispute themselves, either party may submit it to mediation by a mediator approved by both parties. If the parties cannot agree on a mediator, or if either party does not wish to abide by any decision of the mediator, they shall submit the dispute to arbitration by any mutually acceptable arbitrator, or the South African Arbitration Association (SAAA). The costs of the arbitration proceeding shall be borne according to the decision of the arbitrator, who may apportion costs equally or in accordance with any finding of fault or lack of good faith of either party. If either party does not wish to abide by any decision of the arbitrator, they shall submit the dispute to litigation.
• Entire agreement: these Terms and the Privacy Policy are the entire agreement between us regarding the Services and supersede prior discussions.
• Assignment: you may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition or sale of our business.
• Severability: if any provision is found unenforceable, the remainder continues in force.
• No waiver: our failure to enforce any provision is not a waiver of it.
• Force majeure: neither party is liable for failure to perform due to events beyond its reasonable control.
• Notices: notices to us must be sent to legal@gmatconsulting.com. Notices to you will be sent to the email on your account.