Terms of Service
Product: ContextPlus
Contracting Entity: As specified in the Commercial Term Sheet
Effective Date: 4 May 2026
Version: 1.0
By clicking "I Agree" or proceeding to use the ContextPlus the Client confirms that it has read, understood, and agrees to be bound by these Terms. The individual accepting these Terms warrants that they have authority to bind the Client entity. If the Client does not agree, it must not access or use the Service.
1. Definitions
In these Terms, the following expressions have the meanings set out below:
| Term | Meaning |
|---|---|
| "Service" | The ContextPlus platform, including the web application, the Connector (accessed via the Model Context Protocol), any APIs, and all associated software and documentation made available by the Service Provider. |
| "Service Provider" | Either HaikuCode (Pty) Ltd, a private company incorporated under the laws of the Republic of South Africa, or OneOneEleven BV, a private company incorporated under the laws of the Netherlands, as identified in the Commercial Term Sheet. |
| "Commercial Term Sheet" | The commercial term sheet executed between the Service Provider and the Client, which sets out the fees, contract duration, governing law, and other commercial terms applicable to the Client's use of the Service following the Testing Period. |
| "Testing Period" | The initial period during which the Client is granted free access to the Service for the purpose of evaluating and testing the pre-commercial ContextPlus platform, as described in clause 2. |
| "Client" | The legal entity that has accepted these Terms and been granted access to the Service. |
| "Authorised User" | Any employee, contractor, or agent of the Client who is authorised by the Client to access the Service on the Client's behalf. |
| "CIK" (Centralised Institutional Knowledge) | Documents, files, data, workflows, prompts, and other content uploaded, submitted, or otherwise provided to the Service by or on behalf of the Client. |
| "Service Provider LLM" | The large language model operated within the Service boundary by the Service Provider to enable core Service functionality, available as a paid option. |
| "Client LLM" | Any large language model or AI system owned, licensed, or operated by the Client that is connected to the Service via API. |
| "Personal Data" | Any information relating to an identified or identifiable natural person, as defined under applicable data protection law, including POPIA and, where applicable, the GDPR. |
| "Feedback" | Any suggestions, ideas, recommendations, feature requests, bug reports, or other input provided by the Client or its Authorised Users regarding the Service. |
| "Successor Entity" | Any entity to which the Service Provider transfers, assigns, or novates its rights and obligations under these Terms in connection with a Restructuring Event. |
| "Restructuring Event" | A corporate restructure, IP transfer, equity financing round, formal entity migration, or commercial launch that results in the ContextPlus platform or associated intellectual property being held or operated by a Successor Entity. |
| "Fees" | The fees payable by the Client for continued access to the Service following the Testing Period, as set out in the Commercial Term Sheet. |
| "Confidential Information" | All non-public information disclosed by one party to the other, whether designated as confidential or which a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. |
| "POPIA" | The Protection of Personal Information Act 4 of 2013 (South Africa). |
| "GDPR" | Regulation (EU) 2016/679 of the European Parliament and of the Council (General Data Protection Regulation). |
| "EU AI Act" | Regulation (EU) 2024/1689 of the European Parliament and of the Council on artificial intelligence, as amended or supplemented from time to time. |
2. Nature of the Service and Testing Period
2.1 Pre-Commercial Platform
The Service is a pre-commercial platform, currently in active development. The Client acknowledges that:
(a) ContextPlus and all associated intellectual property are pre-commercial and in development, with no representation made as to fitness for commercial deployment;
(b) the Service is made available to the Client for the purpose of testing and evaluating the platform, and the Client's participation assists the Service Provider in validating and developing the platform;
(c) the Service may contain bugs, errors, or incomplete functionality, and features, interfaces, and capabilities may change without prior notice; and
(d) the Service Provider does not warrant that the Service will meet the Client's requirements or operate uninterrupted or error-free during the Testing Period.
2.2 Testing Period
The Client is granted free access to the Service for a Testing Period of up to 30 days from the date of acceptance of these Terms. The Testing Period may be extended beyond 30 days only by written notice from the Service Provider. At the end of the Testing Period, if the Client wishes to continue using the Service, it must execute a Commercial Term Sheet with the Service Provider.
2.3 No Service Level Agreement
The Service Provider does not offer a formal service level agreement during the Testing Period. The Service Provider will use commercially reasonable efforts to maintain availability of the Service and will communicate planned or unplanned downtime to the Client's registered contact. This does not limit the Service Provider's obligations on commercial launch.
2.4 Full Feature Access
Subject to these Terms, the Client is granted access to the full current feature set of the Service during the Testing Period. The Service Provider may, in its discretion, add, modify, restrict, or remove features at any time.
3. Fees and Payment
3.1 Testing Period — No Fees
No fees apply during the Testing Period. Access to the Service during the Testing Period is provided free of charge.
3.2 Post-Testing Period — Commercial Terms
Following the Testing Period, all fees, payment terms, billing cycles, and currency are as set out in the Commercial Term Sheet. If the Client continues to use the Service after the Testing Period without executing a Commercial Term Sheet, the Service Provider may suspend access until a Commercial Term Sheet is agreed.
3.3 Taxes
All fees set out in the Commercial Term Sheet are exclusive of any applicable taxes, levies, duties, or similar governmental assessments (including value-added tax, goods and services tax, or withholding taxes). The Client is responsible for all such taxes, except for taxes assessed on the Service Provider's net income.
4. Licence and Access
4.1 Licence to the Service
Subject to these Terms, the Service Provider grants the Client a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Service solely for the Client's internal business purposes during the Testing Period and, thereafter, for the duration of any Commercial Term Sheet.
4.2 Authorised Users
The Client may grant access to the Service to Authorised Users. The Client is responsible for ensuring that all Authorised Users comply with these Terms and for all acts and omissions of its Authorised Users. The Client must notify the Service Provider promptly of any unauthorised access to or use of the Service.
4.3 Restrictions
The Client must not, and must ensure that Authorised Users do not:
(a) copy, modify, adapt, translate, reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of any part of the Service;
(b) sell, resell, sublicence, rent, lease, or transfer access to the Service to any third party;
(c) use the Service to build a competing product or service;
(d) use the Service in any manner that infringes the intellectual property rights of any third party;
(e) introduce any virus, malware, ransomware, or other harmful or malicious code into the Service;
(f) use the Service in violation of any applicable law or regulation, including applicable data protection and AI governance laws;
(g) circumvent or disable any security or access control features of the Service;
(h) submit any prompt, input, or instruction designed to manipulate, override, or subvert the behaviour of any AI model operating within the Service, including prompt injection, adversarial inputs, or jailbreaking attempts;
(i) attempt to extract, reconstruct, or reverse-engineer any AI model's weights, training data, system prompts, or underlying architecture through any means, including through repeated querying or output analysis; or
(j) inject executable code, scripts, or commands into the Service or into any data submitted to the Service with the intent to alter Service behaviour or gain unauthorised access.
5. Intellectual Property
5.1 Service Provider IP
All intellectual property rights in and to the Service, including all software, algorithms, interfaces, designs, documentation, and the ContextPlus platform as a whole, are pre-commercial and in development, and are owned by HaikuCode (Pty) Ltd. The Service Provider makes the Service available to the Client for testing purposes only. Nothing in these Terms transfers any intellectual property rights in the Service to the Client.
5.2 IP Transfer and Successor Entity
The Service Provider may at any time transfer or assign the intellectual property in the ContextPlus platform to a Successor Entity. On any such transfer, the Successor Entity assumes all Service Provider obligations under these Terms. Clause 15 sets out the conditions applicable to any such transfer.
5.3 Client CIK
All CIK uploaded or submitted to the Service by or on behalf of the Client remains the exclusive property of the Client (or its own licensors). The Service Provider claims no ownership rights over CIK and processes CIK solely to the extent necessary to provide the Service.
5.4 Licence to CIK
The Client grants the Service Provider a limited, non-exclusive, royalty-free licence to access, store, process, and use the Client's CIK solely to: (a) provide the Service; (b) monitor and improve the performance, security, and integrity of the Service using aggregated, de-identified data only; and (c) comply with applicable law. The Service Provider will not use CIK to train, fine-tune, or improve any AI or machine learning model. This prohibition does not expire.
5.5 Feedback
The Client may provide Feedback to the Service Provider as part of the Testing Period. The Client assigns to the Service Provider all intellectual property rights in any Feedback, and agrees to take all steps reasonably necessary to give effect to that assignment. The Service Provider may use Feedback for any purpose without restriction, compensation, or attribution. This clause does not require the Client to provide Feedback.
5.6 Open Source
The Service incorporates open-source software components. The Service Provider maintains a list of all material open-source components and their applicable licences, available to Clients on written request to privacy@contextplus.ai. To the extent any open-source licence terms conflict with these Terms, the open-source licence terms prevail in respect of the relevant components only.
6. LLM Integrations
6.1 Service Provider LLM
The Service Provider operates an LLM within the Service boundary to enable core functionality. Use of the Service Provider LLM is subject to these Terms and to any applicable AI governance obligations. Access to the Service Provider LLM is a paid feature, with fees set out in the Commercial Term Sheet.
6.2 Client LLM — API Integration
The Client may connect its own LLM or AI system to the Service via API. The Client is solely responsible for:
(a) its selection, licensing, and use of any Client LLM;
(b) ensuring the Client LLM complies with all applicable laws, including the EU AI Act where applicable; and
(c) all outputs generated by the Client LLM.
The Service Provider accepts no liability for the behaviour, outputs, or compliance of any Client LLM.
6.3 No Training on Client Data
The Service Provider will not use the Client's CIK, Personal Data, or any data passing through the Service to train, fine-tune, prompt-tune, or otherwise improve any AI model. This applies to all models, whether the Service Provider LLM, any Client LLM, or any third-party model. This prohibition is absolute.
7. Client Obligations and Feedback
7.1 Feedback Participation
As part of the Testing Period, the Client agrees to:
(a) designate at least one Authorised User as the primary contact for product feedback;
(b) participate in structured feedback sessions with the Service Provider at a frequency to be agreed, but not less than once per month during the Testing Period;
(c) promptly report bugs, errors, and unexpected behaviour through the agreed feedback channel;
(d) provide candid, good-faith feedback on features, usability, and product fit; and
(e) respond to reasonable requests for product-related information or surveys within 10 business days.
7.2 Reference Rights
The Client grants the Service Provider the right to reference the Client's participation in the Testing Period in the Service Provider's marketing and investor materials, subject to: (a) the Service Provider obtaining the Client's prior written approval before publishing any case study or reference that identifies the Client by name; and (b) the Client retaining the right to review and request reasonable amendments to any such materials before publication.
7.3 Acceptable Use
The Client must use the Service in compliance with all applicable laws and regulations and any acceptable use policy published by the Service Provider from time to time.
8. Confidentiality
8.1 Obligations
Each party must: (a) keep the other party's Confidential Information strictly confidential; (b) use the other party's Confidential Information only for the purpose of performing its obligations or exercising its rights under these Terms; and (c) not disclose the other party's Confidential Information to any third party without the disclosing party's prior written consent, except to employees, contractors, or advisors who need to know and are bound by confidentiality obligations no less stringent than those in this clause.
8.2 Exceptions
The obligations in clause 8.1 do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party at the time of disclosure; (c) is independently developed by the receiving party without reference to the Confidential Information; or (d) must be disclosed by applicable law, regulatory requirement, or court order, provided that the receiving party gives the disclosing party as much prior written notice as is reasonably practicable.
8.3 Survival
The obligations in this clause 8 survive termination or expiry of these Terms for three years.
9. Data Protection
9.1 Roles
In processing Personal Data through the Service:
(a) the Client acts as the responsible party / data controller in respect of any Personal Data it uploads or submits to the Service; and
(b) the Service Provider acts as the operator / data processor in respect of that Personal Data, processing it solely on the Client's instructions and for no other purpose.
The Service Provider makes no independent decisions regarding the Personal Data processed through the Service.
9.2 Data Processing Agreement
Where required by applicable law — including where the Client is established in the European Union or where Personal Data of EU data subjects is processed — the parties must enter into a Data Processing Agreement (DPA) before or at the commencement of access to the Service. The DPA addresses the requirements of Article 28 GDPR and any applicable POPIA requirements, and forms part of these Terms on execution.
9.3 Service Provider Obligations as Processor
As operator / data processor, the Service Provider must:
(a) process Personal Data only on documented instructions from the Client;
(b) treat all Personal Data as strictly confidential;
(c) implement and maintain appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing, accidental loss, destruction, or damage;
(d) not engage any sub-processor to process Personal Data without the Client's prior written consent, or as set out in the DPA;
(e) notify the Client without undue delay on becoming aware of a Personal Data breach;
(f) assist the Client, at the Client's cost, in responding to data subject rights requests; and
(g) on termination, at the Client's election, return or securely delete all Personal Data in accordance with clause 11.4.
9.4 Client Obligations as Controller
The Client warrants that it has a lawful basis for all Personal Data submitted to the Service and that its instructions to the Service Provider comply with all applicable data protection laws. The Client is responsible for ensuring that data subjects have been appropriately informed about the processing of their Personal Data through the Service.
9.5 Hosting and Transfers
The Service is hosted on infrastructure located within the European Economic Area. Personal Data is processed within the EEA. The Service Provider will not transfer Personal Data outside the EEA without the Client's prior written consent and, where required, the implementation of appropriate transfer safeguards such as Standard Contractual Clauses.
9.6 Privacy Contact
The Service Provider's designated privacy contact is reachable at: privacy@contextplus.ai
9.7 EU AI Act — AI Governance
In connection with EU AI Act obligations:
(a) Service Provider's role: The Service Provider operates as a deployer of the Service Provider LLM and, where applicable, as a provider of AI system functionality within the Service. The Service Provider complies with applicable obligations under the EU AI Act, including transparency requirements under Article 50.
(b) Client's role: Where the Client connects a Client LLM to the Service via API, the Client is the deployer of that LLM for EU AI Act purposes. The Client is responsible for ensuring its use of the Client LLM complies with the EU AI Act, including any applicable obligations under Article 26.
(c) No training on client data: As stated in clause 6.3, the Service Provider will not use the Client's data to train any AI model.
(d) Transparency: The Service Provider will provide the Client with such information about the Service Provider LLM as is reasonably required for the Client to fulfil its own EU AI Act obligations.
10. Warranties and Disclaimers
10.1 Mutual Warranties
Each party warrants to the other that: (a) it has the authority and capacity to enter into these Terms; (b) these Terms constitute valid and binding obligations on it; and (c) its performance of these Terms will not violate any applicable law or the rights of any third party.
10.2 Client Warranties
The Client warrants that: (a) it has all necessary rights and permissions to submit CIK and Personal Data to the Service; (b) its use of the Service complies with all applicable laws and regulations; and (c) any Client LLM it connects to the Service is operated in compliance with applicable law, including the EU AI Act.
10.3 Service Provider Disclaimer
To the maximum extent permitted by applicable law, the Service is provided on an "as is" and "as available" basis during the Testing Period. The Service Provider expressly disclaims all warranties, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. The Service Provider does not warrant that the Service will be uninterrupted, error-free, or that all defects will be corrected. These limitations reflect the pre-commercial, in-development nature of the platform and apply for the duration of the Testing Period.
11. Term and Termination
11.1 Term
These Terms commence on the date of acceptance. The Testing Period runs for up to 30 days from that date unless extended in writing by the Service Provider. Following the Testing Period, these Terms continue on a month-to-month basis under a Commercial Term Sheet until terminated in accordance with this clause 11.
11.2 Termination by Either Party
Either party may terminate these Terms at any time by providing at least 30 days' written notice to the other party.
11.3 Termination for Cause
Either party may terminate these Terms immediately on written notice if the other party: (a) materially breaches these Terms and fails to remedy that breach within 14 days of receiving written notice specifying the breach; (b) becomes insolvent, enters liquidation, administration, or business rescue proceedings; or (c) ceases or threatens to cease to carry on business.
11.4 Effect of Termination
On termination or expiry of these Terms:
(a) all licences granted under these Terms immediately terminate;
(b) the Client must cease all use of the Service;
(c) each party must, on the other party's written request, promptly return or destroy all Confidential Information of the other party;
(d) the Service Provider must, within 30 days of termination, make available to the Client a complete export of all CIK and Personal Data in its then-standard export format (currently Markdown files), and must thereafter securely delete all such data from its systems, except to the extent that the Service Provider is required by applicable law to retain:
- (i) usage and operational logs (for a period not exceeding 12 months);
- (ii) billing and financial records (for the period required by applicable tax and commercial law);
- (iii) any data required by applicable regulatory authorities; and
- (iv) sufficient contact and identity information to comply with its legal obligations.
The Service Provider will notify the Client of any data it is required to retain and the legal basis for that retention.
(e) Clauses 5, 8, 9, 10, 11.4, 12, 13, and 15 survive termination.
12. Limitation of Liability
12.1 Exclusion of Consequential Loss
To the maximum extent permitted by applicable law, neither party is liable to the other for any indirect, incidental, special, consequential, or punitive damages arising out of or in connection with these Terms or the Service, however caused and regardless of the theory of liability, even if advised of the possibility of such damages. This includes loss of profits, loss of data, business interruption, and loss of goodwill.
12.2 Cap on Liability
Each party's total aggregate liability to the other arising out of or in connection with these Terms or the Service is limited to:
(a) where no fees have been paid: USD 1,000; or
(b) where fees have been paid: the total fees paid by the Client to the Service Provider in the 12 months immediately before the event giving rise to the claim.
12.3 Exceptions
Nothing in these Terms limits or excludes either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or wilful misconduct; (c) any liability that cannot be excluded or limited by applicable law; or (d) the Client's obligation to pay fees under a Commercial Term Sheet.
13. Indemnification
The Client must indemnify and hold harmless the Service Provider and its officers, directors, employees, and agents against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) the Client's use of the Service in violation of these Terms; (b) any CIK submitted by the Client that infringes the intellectual property rights of a third party; (c) the Client's breach of any applicable law, including data protection law; or (d) the Client's deployment of a Client LLM in violation of applicable law.
14. Amendments
14.1 Amendments During Testing Period
During the Testing Period, the Service Provider may amend these Terms at any time by providing not less than 30 days' written notice to the Client. The amended Terms take effect at the end of the notice period. The Client's continued use of the Service after the notice period constitutes acceptance of the amended Terms. If the Client does not accept the amended Terms, it may terminate these Terms under clause 11.2 during the notice period.
14.2 Post-Testing Period Amendments
Following execution of a Commercial Term Sheet, any amendments to these Terms that materially affect the Client's rights or obligations must be agreed in writing by both parties.
14.3 Version Control
The Service Provider maintains a version history of these Terms. Copies of prior versions are available on written request to privacy@contextplus.ai.
15. Novation and Assignment
15.1 Pre-Consented Novation
The Client irrevocably consents in advance to the Service Provider novating some or all of its rights and obligations under these Terms to a Successor Entity on the occurrence of a Restructuring Event, including any transfer of the ContextPlus intellectual property to a holding entity or operating entity in any jurisdiction. This consent is given in consideration of the Service Provider making the Service available to the Client and forms a material part of these Terms.
15.2 Conditions of Novation
Any novation under clause 15.1 is subject to the following conditions:
(a) the Service Provider must give the Client not less than 30 days' prior written notice of the proposed novation, identifying the Successor Entity and the expected effective date;
(b) the Successor Entity must, as of the novation effective date, assume all of the Service Provider's obligations under these Terms, including all outstanding obligations relating to data protection and confidentiality;
(c) on novation, the Service Provider is released from all future obligations under these Terms but remains liable for any obligations accrued before the novation effective date; and
(d) the Client must receive written confirmation of the Successor Entity's details, including its registered address, registration number, and contact information.
15.3 Assignment by Client
The Client may not assign, transfer, or otherwise deal with its rights or obligations under these Terms without the Service Provider's prior written consent, not to be unreasonably withheld.
15.4 Assignment to Affiliates
The Service Provider may assign or transfer these Terms to an affiliate without the Client's consent, provided that the Service Provider gives the Client written notice within 14 days of that assignment.
16. Governing Law and Dispute Resolution
16.1 Governing Law
These Terms are governed by and construed in accordance with the law specified in the Commercial Term Sheet, which will be one of: (a) the laws of the Republic of South Africa; (b) the laws of the Netherlands; or (c) the laws of the State of Nevada, USA. During the Testing Period, and in the absence of an executed Commercial Term Sheet, these Terms are governed by the laws of the Netherlands.
16.2 Jurisdiction
Subject to clause 16.3, each party submits to the non-exclusive jurisdiction of the courts of the governing law jurisdiction identified in the Commercial Term Sheet. During the Testing Period, the parties submit to the non-exclusive jurisdiction of the courts of the Netherlands.
16.3 Dispute Resolution
Before commencing any formal legal proceedings, the parties must attempt to resolve any dispute through good-faith senior management negotiations for not less than 30 days from the date either party gives written notice of the dispute.
17. General
17.1 Entire Agreement
These Terms, together with any Commercial Term Sheet, DPA, or addendum entered into between the parties, constitute the entire agreement between the parties with respect to the Service and supersede all prior representations, understandings, and agreements relating to the same subject matter.
17.2 Severability
If any provision of these Terms is held invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions continue in full force.
17.3 No Waiver
No failure or delay by either party in exercising any right under these Terms operates as a waiver of that right. No waiver of any breach is deemed to be a waiver of any subsequent breach.
17.4 Notices
All notices under these Terms must be in writing and delivered: (a) by email to the email address specified in the Client's account, or to privacy@contextplus.ai in the case of the Service Provider; or (b) by registered post or courier to the party's registered address. Email notices are deemed received on the next business day following transmission.
17.5 Force Majeure
Neither party is liable for any delay or failure in performance caused by circumstances beyond its reasonable control, including acts of God, war, civil unrest, natural disaster, pandemic, governmental action, or third-party infrastructure failures, provided that the affected party notifies the other as soon as reasonably practicable.
17.6 Relationship of the Parties
The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, franchise, or employment relationship between the parties.
17.7 Third Party Rights
These Terms do not confer any rights on any third party.
17.8 Electronic Execution
These Terms may be accepted electronically, including via clickwrap acceptance. Electronic acceptance is legally binding and constitutes a valid acceptance for all purposes under applicable law.
18. Contact
For all enquiries, legal notices, and privacy matters:
The Service Provider
As identified in the Commercial Term Sheet
Email: privacy@contextplus.ai
Terms of Service — Version 1.0
ContextPlus — Last updated: 5 May 2026